ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
Delaware (State or other jurisdiction of incorporation or organization) | ![]() | 44-0663509 (I.R.S. Employer Identification No.) | ||
427 West 12th Street, Kansas City, Missouri | 64105 | |||
(Address of principal executive offices) | ![]() | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |||
Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative | New York Stock Exchange | |||
Common Stock, $.01 Per Share Par Value | New York Stock Exchange |
Large accelerated filer | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |
(Do not check if a smaller reporting company) |
Item 1. | Business |
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2011 Revenues Business Mix | |||
Chemical and petroleum. This sector includes products such as petroleum, rubber, plastics and miscellaneous chemicals. KCS transports these products to markets in the midwest, southeast and northeast United States and throughout Mexico through interchanges with other rail carriers. The products within the chemicals and plastics channels are used in the automotive, housing and packaging industries as well as in the production of other chemicals | ![]() | ||
and plastic products. KCS hauls petroleum products across its network and as petroleum refineries have continued to increase their refining capacity, they have coordinated with KCS to develop additional long-term storage opportunities which complement a fluid freight railroad operation. | ![]() |
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Item 1A. | Risk Factors |
operating results that vary from the expectations of management, securities analysts, ratings agencies and investors; changes in expectations as to future financial performance, including financial estimates by management, securities analysts, ratings agencies and investors; developments generally affecting the railroad industry; announcements by KCS or its competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments; the assertion or resolution of significant claims or proceedings involving KCS; KCS’s dividend policy and limitations on the payment of dividends; future sales of KCS’s equity or equity-linked securities; the issuance of common stock in payment of dividends on preferred stock or upon conversion of preferred stock or convertible debt; and general domestic and international economic conditions including the availability of short- and long-term financing. |
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Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
2009 | 2008 | |||||||||||||||
Leased | Owned | Leased | Owned | |||||||||||||
Locomotives | 382 | 536 | 416 | 627 | ||||||||||||
Rolling stock: | ||||||||||||||||
Box cars | 6,199 | 875 | 6,460 | 1,581 | ||||||||||||
Gondolas | 2,856 | 1,746 | 3,271 | 1,781 | ||||||||||||
Hoppers | 4,949 | 882 | 5,841 | 923 | ||||||||||||
Flat cars (intermodal and other) | 1,335 | 512 | 2,071 | 583 | ||||||||||||
Auto racks | 1,761 | — | 1,753 | — | ||||||||||||
Tank cars | 527 | 15 | 524 | 32 | ||||||||||||
Other | — | 51 | — | 57 | ||||||||||||
Total | 17,627 | 4,081 | 19,920 | 4,957 | ||||||||||||
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Average Age (In Years) of Leased and Owned Locomotives: | 2009 | 2008 | ||||||
Road locomotives | 13.5 | 13.5 | ||||||
All locomotives | 20.0 | 19.3 |
2011 | 2010 | ||||||||||
Leased | Owned | Leased | Owned | ||||||||
Locomotives | 295 | 628 | 371 | 527 | |||||||
Rolling stock: | |||||||||||
Box cars | 5,714 | 1,031 | 5,887 | 873 | |||||||
Hoppers | 4,644 | 872 | 4,861 | 877 | |||||||
Gondolas | 3,114 | 1,229 | 2,873 | 1,535 | |||||||
Auto racks | 1,869 | — | 1,854 | — | |||||||
Tank cars | 661 | 15 | 693 | 15 | |||||||
Flat cars (intermodal and other) | 605 | 501 | 625 | 514 | |||||||
Total | 16,607 | 3,648 | 16,793 | 3,814 |
Average Age (in Years) of Leased and Owned Locomotives: | 2011 | 2010 | |||
Road locomotives | 13.7 | 14.0 | |||
All locomotives | 21.1 | 20.8 |
Item 3. | Legal Proceedings |
Item 4. |
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Item 5. | Market for |
Fourth | Third | Second | First | ||||||||||||
2011 | |||||||||||||||
Dividends per share: | |||||||||||||||
$25 par preferred stock | $ | 0.25 | $ | 0.25 | $ | 0.25 | $ | 0.25 | |||||||
$1 par series D preferred stock | — | — | — | 12.81 | |||||||||||
Stock price ranges: | |||||||||||||||
$25 par preferred: | |||||||||||||||
— High | $ | 27.17 | $ | 24.74 | $ | 24.31 | $ | 23.85 | |||||||
— Low | 22.61 | 22.90 | 22.85 | 21.87 | |||||||||||
Common: | |||||||||||||||
— High | $ | 70.48 | $ | 62.78 | $ | 59.50 | $ | 56.98 | |||||||
— Low | 47.12 | 45.63 | 50.27 | 47.14 | |||||||||||
2010 | |||||||||||||||
Dividends per share: | |||||||||||||||
$25 par preferred stock | $ | 0.25 | $ | 0.25 | $ | 0.25 | $ | 0.25 | |||||||
$1 par series D preferred stock | 12.81 | 12.81 | 12.81 | 12.81 | |||||||||||
Stock price ranges: | |||||||||||||||
$25 par preferred: | |||||||||||||||
— High | $ | 23.96 | $ | 23.60 | $ | 22.48 | $ | 22.00 | |||||||
— Low | 22.12 | 21.25 | 18.88 | 19.01 | |||||||||||
Common: | |||||||||||||||
— High | $ | 50.07 | $ | 39.51 | $ | 42.32 | $ | 36.91 | |||||||
— Low | 36.17 | 31.73 | 32.61 | 29.52 |
2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||||||||||||||||||
Kansas City Southern | 100.00 | 137.79 | 163.45 | 193.63 | 107.45 | 187.76 | 100.00 | 118.46 | 65.73 | 114.87 | 165.15 | 234.68 | ||||||||||||||||||||||||||||||
S&P 500 | 100.00 | 104.91 | 121.48 | 128.16 | 80.74 | 102.11 | 100.00 | 105.49 | 66.46 | 84.05 | 96.71 | 98.75 | ||||||||||||||||||||||||||||||
Dow Jones Transportation Average | 100.00 | 111.27 | 120.01 | 127.37 | 102.44 | 126.00 | ||||||||||||||||||||||||||||||||||||
Dow Jones U.S. Industrial Transportation | 100.00 | 106.13 | 85.36 | 104.99 | 139.40 | 144.83 |
(1) | The Dow Jones U.S. Industrial Transportation |
(2) | The S&P 500 is |
Item 6. | Selected Financial Data |
2009 | 2008 | 2007 | 2006 | 2005(i) | ||||||||||||||||
Results of Operations | ||||||||||||||||||||
Revenues | $ | 1,480.2 | $ | 1,852.1 | $ | 1,742.8 | $ | 1,659.7 | $ | 1,352.0 | ||||||||||
Operating expenses | 1,212.0 | 1,461.9 | 1,380.4 | 1,355.4 | 1,289.7 | |||||||||||||||
Operating income | $ | 268.2 | $ | 390.2 | $ | 362.4 | $ | 304.3 | $ | 62.3 | ||||||||||
Net income | $ | 69.0 | $ | 184.2 | $ | 154.2 | $ | 109.2 | $ | 83.1 | ||||||||||
Earnings per common share: | ||||||||||||||||||||
Basic | $ | 0.61 | $ | 2.02 | $ | 1.77 | $ | 1.20 | $ | 1.21 | ||||||||||
Diluted | 0.61 | 1.86 | 1.57 | 1.08 | 1.10 | |||||||||||||||
Financial Position | ||||||||||||||||||||
Total assets | $ | 5,479.1 | $ | 5,439.2 | $ | 4,928.2 | $ | 4,637.3 | $ | 4,423.6 | ||||||||||
Total debt obligations, including current portion | 1,980.0 | 2,086.1 | 1,755.9 | 1,757.0 | 1,860.6 | |||||||||||||||
Total stockholders’ equity | 2,058.8 | 1,911.5 | 1,726.3 | 1,582.4 | 1,426.2 | |||||||||||||||
Total equity(ii) | 2,341.6 | 2,185.2 | 1,969.3 | 1,682.7 | 1,426.2 | |||||||||||||||
Other Data Per Common Share | ||||||||||||||||||||
Cash dividends per common share | $ | — | $ | — | $ | — | $ | — | $ | — |
2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Earnings From Continuing Operations | |||||||||||||||||||
Revenues | $ | 2,098.3 | $ | 1,814.8 | $ | 1,480.2 | $ | 1,852.1 | $ | 1,742.8 | |||||||||
Operating expenses (i) | 1,486.7 | 1,328.3 | 1,213.4 | 1,464.7 | 1,384.1 | ||||||||||||||
Operating income | $ | 611.6 | $ | 486.5 | $ | 266.8 | $ | 387.4 | $ | 358.7 | |||||||||
Net income | $ | 331.9 | $ | 180.0 | $ | 68.1 | $ | 182.1 | $ | 151.8 | |||||||||
Earnings per common share: | |||||||||||||||||||
Basic | $ | 3.04 | $ | 1.69 | $ | 0.60 | $ | 1.99 | $ | 1.73 | |||||||||
Diluted | 3.00 | 1.67 | 0.60 | 1.84 | 1.55 | ||||||||||||||
Financial Position | |||||||||||||||||||
Total assets | $ | 6,173.0 | $ | 5,640.9 | $ | 5,454.3 | $ | 5,415.9 | $ | 4,907.7 | |||||||||
Total debt obligations, including current portion | 1,639.1 | 1,639.7 | 1,980.0 | 2,086.1 | 1,755.9 | ||||||||||||||
Total stockholders’ equity | 2,764.5 | 2,431.1 | 2,043.0 | 1,896.6 | 1,713.5 | ||||||||||||||
Total equity | 3,058.7 | 2,713.7 | 2,325.8 | 2,170.3 | 1,956.5 | ||||||||||||||
Other Data Per Common Share | |||||||||||||||||||
Cash dividends per common share | $ | — | $ | — | $ | — | $ | — | $ | — |
(i) | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Kansas City Southern de México, S.A. de C.V. (“KCSM”), a wholly-owned subsidiary; Mexrail, Inc. (“Mexrail”), a wholly-owned consolidated subsidiary; which, in turn, wholly owns The Texas Mexican Railway Company (“Tex-Mex”); Meridian Speedway, LLC (“MSLLC”), a seventy-one percent-owned consolidated affiliate; Panama Canal Railway Company (“PCRC”), a fifty percent-owned unconsolidated affiliate, that provides international container shipping companies with a railway transportation option in lieu of the Panama Canal and the operations of PCRC’s wholly-owned subsidiary, Panarail Tourism Company (“Panarail”); Southern Capital Corporation, LLC (“Southern Capital”), a fifty percent-owned unconsolidated affiliate that owns and leases locomotives and other equipment; and Ferrocarril y Terminal del Valle de México, S.A. de C.V. (“FTVM”), a twenty-five percent-owned unconsolidated affiliate that provides railroad services as well as ancillary |
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Change | ||||||||||||||||
2009 | 2008 | Dollars | Percent | |||||||||||||
Revenues | $ | 1,480.2 | $ | 1,852.1 | $ | (371.9 | ) | (20 | )% | |||||||
Operating expenses | 1,212.0 | 1,461.9 | (249.9 | ) | (17 | )% | ||||||||||
Operating income | 268.2 | 390.2 | (122.0 | ) | (31 | )% | ||||||||||
Equity in net earnings of unconsolidated affiliates | 7.7 | 18.0 | (10.3 | ) | (57 | )% | ||||||||||
Interest expense | (173.7 | ) | (138.9 | ) | (34.8 | ) | 25 | % | ||||||||
Debt retirement costs | (5.9 | ) | (5.6 | ) | (0.3 | ) | 5 | % | ||||||||
Foreign exchange gain (loss) | 2.1 | (21.0 | ) | 23.1 | (110 | )% | ||||||||||
Other income, net | 5.2 | 6.0 | (0.8 | ) | (13 | )% | ||||||||||
Income before income taxes and noncontrolling interest | 103.6 | 248.7 | (145.1 | ) | (58 | )% | ||||||||||
Income tax expense | 34.6 | 64.5 | (29.9 | ) | (46 | )% | ||||||||||
Net income | 69.0 | 184.2 | (115.2 | ) | (63 | )% | ||||||||||
Noncontrolling interest | 1.0 | 0.3 | 0.7 | 233 | % | |||||||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 68.0 | $ | 183.9 | $ | (115.9 | ) | (63 | )% | |||||||
2011 | 2010 | Change Dollars | |||||||||
Revenues | $ | 2,098.3 | $ | 1,814.8 | $ | 283.5 | |||||
Operating expenses | 1,486.7 | 1,328.3 | 158.4 | ||||||||
Operating income | 611.6 | 486.5 | 125.1 | ||||||||
Equity in net earnings of unconsolidated affiliates | 18.2 | 19.7 | (1.5 | ) | |||||||
Interest expense | (129.1 | ) | (158.1 | ) | 29.0 | ||||||
Debt retirement costs | (38.7 | ) | (68.3 | ) | 29.6 | ||||||
Foreign exchange gain (loss) | (9.2 | ) | 4.7 | (13.9 | ) | ||||||
Other income, net | 2.2 | 4.7 | (2.5 | ) | |||||||
Income before income taxes | 455.0 | 289.2 | 165.8 | ||||||||
Income tax expense | 123.1 | 109.2 | 13.9 | ||||||||
Net income | 331.9 | 180.0 | 151.9 | ||||||||
Less: Net income (loss) attributable to noncontrolling interest | 1.6 | (0.2 | ) | 1.8 | |||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 330.3 | $ | 180.2 | $ | 150.1 |
Revenues | Carloads and Units | Revenue per Carload/Unit | ||||||||||||||||||||||||||||||||||
2009 | 2008 | % Change | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||||||||||||
Chemical and petroleum | $ | 323.4 | $ | 347.8 | (7 | )% | 238.3 | 240.2 | (1 | )% | $ | 1,357 | $ | 1,448 | (6 | )% | ||||||||||||||||||||
Industrial and consumer products | 344.4 | 508.6 | (32 | )% | 267.0 | 367.6 | (27 | )% | 1,290 | 1,384 | (7 | )% | ||||||||||||||||||||||||
Agriculture and minerals | 360.0 | 455.0 | (21 | )% | 246.3 | 293.3 | (16 | )% | 1,462 | 1,551 | (6 | )% | ||||||||||||||||||||||||
Total general commodities | 1,027.8 | 1,311.4 | (22 | )% | 751.6 | 901.1 | (17 | )% | 1,367 | 1,455 | (6 | )% | ||||||||||||||||||||||||
Coal | 187.2 | 203.7 | (8 | )% | 301.2 | 301.3 | — | 622 | 676 | (8 | )% | |||||||||||||||||||||||||
Intermodal | 143.4 | 160.6 | (11 | )% | 516.4 | 520.9 | (1 | )% | 278 | 308 | (10 | )% | ||||||||||||||||||||||||
Automotive | 52.9 | 105.6 | (50 | )% | 51.7 | 101.6 | (49 | )% | 1,023 | 1,039 | (2 | )% | ||||||||||||||||||||||||
Subtotal | 1,411.3 | 1,781.3 | (21 | )% | 1,620.9 | 1,824.9 | (11 | )% | $ | 871 | $ | 976 | (11 | )% | ||||||||||||||||||||||
Other revenue | 68.9 | 70.8 | (3 | )% | ||||||||||||||||||||||||||||||||
Total revenues(i) | $ | 1,480.2 | $ | 1,852.1 | (20 | )% | ||||||||||||||||||||||||||||||
(i) Included in revenues: | ||||||||||||||||||||||||||||||||||||
Fuel surcharge | $ | 77.9 | $ | 200.3 | ||||||||||||||||||||||||||||||||
Revenues | Carloads and Units | Revenue per Carload/Unit | ||||||||||||||||||||||||||||
2011 | 2010 | % Change | 2011 | 2010 | % Change | 2011 | 2010 | % Change | ||||||||||||||||||||||
Chemical and petroleum | $ | 399.9 | $ | 363.2 | 10 | % | 254.7 | 249.4 | 2 | % | $ | 1,570 | $ | 1,456 | 8 | % | ||||||||||||||
Industrial and consumer products | 503.6 | 426.7 | 18 | % | 326.6 | 309.9 | 5 | % | 1,542 | 1,377 | 12 | % | ||||||||||||||||||
Agriculture and minerals | 447.4 | 429.1 | 4 | % | 259.9 | 268.1 | (3 | %) | 1,721 | 1,601 | 7 | % | ||||||||||||||||||
Total general commodities | 1,350.9 | 1,219.0 | 11 | % | 841.2 | 827.4 | 2 | % | 1,606 | 1,473 | 9 | % | ||||||||||||||||||
Coal | 282.0 | 238.6 | 18 | % | 288.1 | 282.5 | 2 | % | 979 | 845 | 16 | % | ||||||||||||||||||
Intermodal | 251.8 | 194.2 | 30 | % | 798.8 | 678.4 | 18 | % | 315 | 286 | 10 | % | ||||||||||||||||||
Automotive | 139.2 | 97.7 | 42 | % | 85.6 | 71.1 | 20 | % | 1,626 | 1,374 | 18 | % | ||||||||||||||||||
Carload revenues, carloads and units | 2,023.9 | 1,749.5 | 16 | % | 2,013.7 | 1,859.4 | 8 | % | $ | 1,005 | $ | 941 | 7 | % | ||||||||||||||||
Other revenue | 74.4 | 65.3 | 14 | % | ||||||||||||||||||||||||||
Total revenues (i) | $ | 2,098.3 | $ | 1,814.8 | 16 | % | ||||||||||||||||||||||||
(i) Included in revenues: | ||||||||||||||||||||||||||||||
Fuel surcharge | $ | 244.6 | $ | 156.1 |
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Chemical and petroleum. Revenues | ![]() |
![]() | ||||
Industrial and consumer products. Revenues | ![]() | |||
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Agriculture and minerals. Revenues | ![]() ![]() |
Change | ||||||||||||||||
2009 | 2008 | Dollars | Percent | |||||||||||||
Compensation and benefits | $ | 328.8 | $ | 369.9 | $ | (41.1 | ) | (11 | )% | |||||||
Purchased services | 171.3 | 209.1 | (37.8 | ) | (18 | )% | ||||||||||
Fuel | 189.4 | 324.6 | (135.2 | ) | (42 | )% | ||||||||||
Equipment costs | 164.1 | 178.6 | (14.5 | ) | (8 | )% | ||||||||||
Depreciation and amortization | 182.5 | 168.6 | 13.9 | 8 | % | |||||||||||
Casualties and insurance | 43.1 | 72.7 | (29.6 | ) | (41 | )% | ||||||||||
Materials and other | 132.8 | 138.4 | (5.6 | ) | (4 | )% | ||||||||||
Total operating expenses | $ | 1,212.0 | $ | 1,461.9 | $ | (249.9 | ) | (17 | )% | |||||||
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Change | ||||||||||||||||
2008 | 2007 | Dollars | Percent | |||||||||||||
Revenues | $ | 1,852.1 | $ | 1,742.8 | $ | 109.3 | 6 | % | ||||||||
Operating expenses | 1,461.9 | 1,380.4 | 81.5 | 6 | % | |||||||||||
Operating income | 390.2 | 362.4 | 27.8 | 8 | % | |||||||||||
Equity in net earnings of unconsolidated affiliates | 18.0 | 11.4 | 6.6 | 58 | % | |||||||||||
Interest expense | (138.9 | ) | (156.7 | ) | 17.8 | (11 | )% | |||||||||
Debt retirement costs | (5.6 | ) | (6.9 | ) | 1.3 | (19 | )% | |||||||||
Foreign exchange loss | (21.0 | ) | (0.9 | ) | (20.1 | ) | 2,233 | % | ||||||||
Other income, net | 6.0 | 12.0 | (6.0 | ) | (50 | )% | ||||||||||
Income before income taxes and noncontrolling interest | 248.7 | 221.3 | 27.4 | 12 | % | |||||||||||
Income tax expense | 64.5 | 67.1 | (2.6 | ) | (4 | )% | ||||||||||
Net income | 184.2 | 154.2 | 30.0 | 19 | % | |||||||||||
Noncontrolling interest | 0.3 | 0.4 | (0.1 | ) | (25 | )% | ||||||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 183.9 | $ | 153.8 | $ | 30.1 | 20 | % | ||||||||
Revenues | Carloads and Units | Revenue per Carload/Unit | ||||||||||||||||||||||||||||||||||
2008 | 2007 | % Change | 2008 | 2007 | % Change | 2008 | 2007 | % Change | ||||||||||||||||||||||||||||
Chemical and petroleum | $ | 347.8 | $ | 320.4 | 9 | % | 240.2 | 228.3 | 5 | % | $ | 1,448 | $ | 1,403 | 3 | % | ||||||||||||||||||||
Industrial and consumer products | 508.6 | 501.1 | 1 | % | 367.6 | 393.8 | (7 | )% | 1,384 | 1,272 | 9 | % | ||||||||||||||||||||||||
Agriculture and minerals | 455.0 | 403.7 | 13 | % | 293.3 | 297.9 | (2 | )% | 1,551 | 1,355 | 14 | % | ||||||||||||||||||||||||
Total general commodities | 1,311.4 | 1,225.2 | 7 | % | 901.1 | 920.0 | (2 | )% | 1,455 | 1,332 | 9 | % | ||||||||||||||||||||||||
Coal | 203.7 | 193.0 | 6 | % | 301.3 | 314.1 | (4 | )% | 676 | 614 | 10 | % | ||||||||||||||||||||||||
Intermodal | 160.6 | 143.1 | 12 | % | 520.9 | 526.4 | (1 | )% | 308 | 272 | 13 | % | ||||||||||||||||||||||||
Automotive | 105.6 | 110.9 | (5 | )% | 101.6 | 108.4 | (6 | )% | 1,039 | 1,023 | 2 | % | ||||||||||||||||||||||||
Subtotal | 1,781.3 | 1,672.2 | 7 | % | 1,824.9 | 1,868.9 | (2 | )% | $ | 976 | $ | 895 | 9 | % | ||||||||||||||||||||||
Other revenue | 70.8 | 70.6 | — | |||||||||||||||||||||||||||||||||
Total revenues(i) | $ | 1,852.1 | $ | 1,742.8 | 6 | % | ||||||||||||||||||||||||||||||
(i) Included in revenues: | ||||||||||||||||||||||||||||||||||||
Fuel surcharge | $ | 200.3 | $ | 133.2 | ||||||||||||||||||||||||||||||||
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Change | ||||||||||||||
2011 | 2010 | Dollars | Percent | |||||||||||
Compensation and benefits | $ | 423.8 | $ | 369.3 | $ | 54.5 | 15 | % | ||||||
Purchased services | 204.8 | 189.1 | 15.7 | 8 | % | |||||||||
Fuel | 346.5 | 263.6 | 82.9 | 31 | % | |||||||||
Equipment costs | 167.1 | 157.4 | 9.7 | 6 | % | |||||||||
Depreciation and amortization | 186.2 | 184.9 | 1.3 | 1 | % | |||||||||
Materials and other | 183.9 | 164.0 | 19.9 | 12 | % | |||||||||
Gain on insurance recoveries related to hurricane damage | (25.6 | ) | — | (25.6 | ) | 100 | % | |||||||
Total operating expenses | $ | 1,486.7 | $ | 1,328.3 | $ | 158.4 | 12 | % |
2010 | 2009 | Change Dollars | |||||||||
Revenues | $ | 1,814.8 | $ | 1,480.2 | $ | 334.6 | |||||
Operating expenses | 1,328.3 | 1,213.4 | 114.9 | ||||||||
Operating income | 486.5 | 266.8 | 219.7 | ||||||||
Equity in net earnings of unconsolidated affiliates | 19.7 | 7.7 | 12.0 | ||||||||
Interest expense | (158.1 | ) | (173.7 | ) | 15.6 | ||||||
Debt retirement costs | (68.3 | ) | (5.9 | ) | (62.4 | ) | |||||
Foreign exchange gain | 4.7 | 2.1 | 2.6 | ||||||||
Other income, net | 4.7 | 5.2 | (0.5 | ) | |||||||
Income before income taxes | 289.2 | 102.2 | 187.0 | ||||||||
Income tax expense | 109.2 | 34.1 | 75.1 | ||||||||
Net income | 180.0 | 68.1 | 111.9 | ||||||||
Less: Net income (loss) attributable to noncontrolling interest | (0.2 | ) | 1.0 | (1.2 | ) | ||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 180.2 | $ | 67.1 | $ | 113.1 |
Revenues | Carloads and Units | Revenue per Carload/Unit | ||||||||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | 2010 | 2009 | % Change | ||||||||||||||||||||||
Chemical and petroleum | $ | 363.2 | $ | 323.4 | 12 | % | 249.4 | 238.3 | 5 | % | $ | 1,456 | $ | 1,357 | 7 | % | ||||||||||||||
Industrial and consumer products | 426.7 | 344.4 | 24 | % | 309.9 | 267.0 | 16 | % | 1,377 | 1,290 | 7 | % | ||||||||||||||||||
Agriculture and minerals | 429.1 | 360.0 | 19 | % | 268.1 | 246.3 | 9 | % | 1,601 | 1,462 | 10 | % | ||||||||||||||||||
Total general commodities | 1,219.0 | 1,027.8 | 19 | % | 827.4 | 751.6 | 10 | % | 1,473 | 1,367 | 8 | % | ||||||||||||||||||
Coal | 238.6 | 187.2 | 27 | % | 282.5 | 301.2 | (6 | %) | 845 | 622 | 36 | % | ||||||||||||||||||
Intermodal | 194.2 | 143.4 | 35 | % | 678.4 | 516.4 | 31 | % | 286 | 278 | 3 | % | ||||||||||||||||||
Automotive | 97.7 | 52.9 | 85 | % | 71.1 | 51.7 | 38 | % | 1,374 | 1,023 | 34 | % | ||||||||||||||||||
Carload revenues, carloads and units | 1,749.5 | 1,411.3 | 24 | % | 1,859.4 | 1,620.9 | 15 | % | $ | 941 | $ | 871 | 8 | % | ||||||||||||||||
Other revenue | 65.3 | 68.9 | (5 | %) | ||||||||||||||||||||||||||
Total revenues (i) | $ | 1,814.8 | $ | 1,480.2 | 23 | % | ||||||||||||||||||||||||
(i) Included in revenues: | ||||||||||||||||||||||||||||||
Fuel surcharge | $ | 156.1 | $ | 77.9 |
Chemical and petroleum. Revenues increased | ![]() |
![]() | ||||
Industrial and consumer products. Revenues increased | ![]() |
![]() | ||||
Agriculture and minerals. Revenues increased | ![]() ![]() |
Change | ||||||||||||||
2010 | 2009 | Dollars | Percent | |||||||||||
Compensation and benefits | $ | 369.3 | $ | 328.7 | $ | 40.6 | 12 | % | ||||||
Purchased services | 189.1 | 173.7 | 15.4 | 9 | % | |||||||||
Fuel | 263.6 | 189.4 | 74.2 | 39 | % | |||||||||
Equipment costs | 157.4 | 164.1 | (6.7 | ) | (4 | %) | ||||||||
Depreciation and amortization | 184.9 | 181.6 | 3.3 | 2 | % | |||||||||
Materials and other | 164.0 | 175.9 | (11.9 | ) | (7 | %) | ||||||||
Total operating expenses | $ | 1,328.3 | $ | 1,213.4 | $ | 114.9 | 9 | % |
36
Change | ||||||||||||||||
2008 | 2007 | Dollars | Percent | |||||||||||||
Compensation and benefits | $ | 369.9 | $ | 384.0 | $ | (14.1 | ) | (4 | )% | |||||||
Purchased services | 209.1 | 198.4 | 10.7 | 5 | % | |||||||||||
Fuel | 324.6 | 270.2 | 54.4 | 20 | % | |||||||||||
Equipment costs | 178.6 | 184.6 | (6.0 | ) | (3 | )% | ||||||||||
Depreciation and amortization | 168.6 | 159.0 | 9.6 | 6 | % | |||||||||||
Casualties and insurance | 72.7 | 69.3 | 3.4 | 5 | % | |||||||||||
Materials and other | 138.4 | 114.9 | 23.5 | 20 | % | |||||||||||
Total operating expenses | $ | 1,461.9 | $ | 1,380.4 | $ | 81.5 | 6 | % | ||||||||
37
38
39
2009 | 2008 | 2007 | ||||||||||
Cash flows provided by (used for): | ||||||||||||
Operating activities | $ | 292.9 | $ | 413.0 | $ | 367.8 | ||||||
Investing activities | (346.4 | ) | (538.0 | ) | (366.8 | ) | ||||||
Financing activities | (58.9 | ) | 299.4 | (24.5 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | (112.4 | ) | 174.4 | (23.5 | ) | |||||||
Cash and cash equivalents beginning of year | 229.9 | 55.5 | 79.0 | |||||||||
Cash and cash equivalents end of year | $ | 117.5 | $ | 229.9 | $ | 55.5 | ||||||
2011 | 2010 | 2009 | |||||||||
Cash flows provided by (used for): | |||||||||||
Operating activities | $ | 638.0 | $ | 496.3 | $ | 290.5 | |||||
Investing activities | (510.4 | ) | (311.5 | ) | (344.0 | ) | |||||
Financing activities | (140.6 | ) | (216.9 | ) | (58.9 | ) | |||||
Net decrease in cash and cash equivalents | (13.0 | ) | (32.1 | ) | (112.4 | ) | |||||
Cash and cash equivalents beginning of year | 85.4 | 117.5 | 229.9 | ||||||||
Cash and cash equivalents end of year | $ | 72.4 | $ | 85.4 | $ | 117.5 |
40
• | Net financing cash outflows for |
• | Net financing cash outflows for 2010 were $216.9 million. During 2010, the Company repaid $839.7 million of outstanding debt and paid $65.1 million in debt costs. During the same period, the Company received net proceeds of $214.9 million from a common stock offering and $480.7 million from the issuance of the KCSM 8.0% and 6 5/8% Senior Notes. |
• | Net financing cash outflows for 2009 were $58.9 million. During 2009, the Company repaid | |
41
Payments Due by Period | ||||||||||||||||||||
Less than | 1-3 | 3-5 | More than | |||||||||||||||||
Total | 1 Year | Years | Years | 5 Years | ||||||||||||||||
Long-term debt (including interest and capital lease obligations) | $ | 2,701.6 | $ | 230.0 | $ | 770.6 | $ | 1,032.0 | $ | 669.0 | ||||||||||
Operating leases | 1,104.2 | 146.6 | 252.5 | 199.3 | 505.8 | |||||||||||||||
Obligations due to uncertainty in income taxes | 2.1 | — | 0.4 | 1.7 | — | |||||||||||||||
Capital expenditures obligations(i) | 379.0 | 121.0 | 258.0 | — | — | |||||||||||||||
Other contractual obligations(ii) | 422.3 | 53.8 | 104.4 | 80.1 | 184.0 | |||||||||||||||
Total | $ | 4,609.2 | $ | 551.4 | $ | 1,385.9 | $ | 1,313.1 | $ | 1,358.8 | ||||||||||
Payments Due by Period | More than 5 years | ||||||||||||||||||
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | ||||||||||||||||
Long-term debt (including interest and capital lease obligations) | $ | 2,308.5 | $ | 144.7 | $ | 301.1 | $ | 678.5 | $ | 1,184.2 | |||||||||
Operating leases | 780.4 | 118.2 | 198.9 | 142.2 | 321.1 | ||||||||||||||
Obligations due to uncertainty in income taxes | 1.7 | — | — | 1.7 | — | ||||||||||||||
Capital expenditures obligations (i) | 217.7 | 152.7 | 48.0 | 17.0 | — | ||||||||||||||
Other contractual obligations (ii) | 531.3 | 89.0 | 138.5 | 136.3 | 167.5 | ||||||||||||||
Total | $ | 3,839.6 | $ | 504.6 | $ | 686.5 | $ | 975.7 | $ | 1,672.8 |
(i) | Capital expenditure obligations include minimum capital expenditures under the KCSM Concession |
(ii) | Other contractual obligations include purchase commitments and certain maintenance agreements. |
42
2009 | 2008 | 2007 | ||||||||||
Roadway capital program | $ | 154.5 | $ | 243.8 | $ | 162.5 | ||||||
Equipment | 11.2 | 49.1 | 40.3 | |||||||||
Capacity | 76.8 | 166.0 | 47.4 | |||||||||
Locomotive acquisitions | — | 79.2 | 127.2 | |||||||||
Information technology | 6.5 | 16.8 | 12.3 | |||||||||
Other | 33.9 | 21.6 | 20.8 | |||||||||
Total capital expenditures (accrual basis) | 282.9 | 576.5 | 410.5 | |||||||||
Change in capital accruals | 66.3 | (42.7 | ) | (13.7 | ) | |||||||
Total cash capital expenditures | $ | 349.2 | $ | 533.8 | $ | 396.8 | ||||||
2011 | 2010 | 2009 | |||||||||
Roadway capital program | $ | 273.8 | $ | 224.9 | $ | 152.1 | |||||
Locomotive acquisitions (i) | 173.7 | — | — | ||||||||
Capacity (ii) | 25.7 | 10.1 | 76.8 | ||||||||
Information technology | 14.3 | 12.0 | 6.5 | ||||||||
Equipment | 9.5 | 12.8 | 11.2 | ||||||||
Other | 93.7 | 60.0 | 33.9 | ||||||||
Total capital expenditures (accrual basis) | 590.7 | 319.8 | 280.5 | ||||||||
Locomotives financed under operating lease buyout (i) | (91.1 | ) | — | — | |||||||
Change in capital accruals | (4.6 | ) | (32.5 | ) | 66.3 | ||||||
Total cash capital expenditures | $ | 495.0 | $ | 287.3 | $ | 346.8 |
(i) | In 2011, KCSM entered into five loan agreements with General Electric Capital Corporation (“GE”) to finance approximately 88% of the purchase price of seventy-five locomotives. These locomotives were previously leased by KCSM under an operating lease. |
(ii) | Capacity projects in 2009 were primarily the result of the construction of the Victoria-Rosenberg line, which opened in the second quarter of 2009. |
2011 (i) | 2010 | 2009 (ii) | ||||||
Track miles of rail installed | 125 | 81 | 120 | |||||
Cross ties installed | 777,930 | 762,228 | 806,908 |
(i) | The increase in the miles of rail and cross ties installed in 2011 primarily reflects the increase in maintenance and capacity expansion activities. |
(ii) | The miles of rail and cross ties installed in 2009 primarily reflects the construction of the Victoria- Rosenberg line. |
2009 | 2008 | |||||||
Debt due within one year | $ | 68.1 | $ | 637.4 | ||||
Long-term debt | 1,911.9 | 1,448.7 | ||||||
Total debt | 1,980.0 | 2,086.1 | ||||||
Total equity | 2,341.6 | 2,185.2 | ||||||
Total debt plus total equity | $ | 4,321.6 | $ | 4,271.3 | ||||
2011 | 2010 | ||||||
Debt due within one year | $ | 36.3 | $ | 18.1 | |||
Long-term debt | 1,602.8 | 1,621.6 | |||||
Total debt | 1,639.1 | 1,639.7 | |||||
Total equity | 3,058.7 | 2,713.7 | |||||
Total debt plus total equity | $ | 4,697.8 | $ | 4,353.4 |
43
▪ | KCSM operations are an integral part of the KCS operations strategy, and related investment analyses and operational decisions assume that the Company’s cross border rail business operates into perpetuity, and do not assume that Mexico operations terminate at the end of the current Concession term; |
▪ | The Company’s executive management is dedicated to ensuring compliance with the various provisions of the Concession agreement and to maintaining positive relationships with the SCT and other Mexican federal, state, and municipal governmental authorities; |
▪ | During the time since the Concession was granted, the relationships between KCSM and the various Mexican governmental authorities have matured and the guidelines for operating under the Concession have become more defined with experience; and |
▪ | There are no known supportable sanctions or compliance issues that would cause the SCT to revoke the Concession or prevent KCSM from renewing the Concession. |
44
45
46
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Page | ||||
Financial Statement Schedules: |
2009 | 2008 | 2007 | ||||||||||
In millions, except share | ||||||||||||
and per share amounts | ||||||||||||
Revenues | $ | 1,480.2 | $ | 1,852.1 | $ | 1,742.8 | ||||||
Operating expenses: | ||||||||||||
Compensation and benefits | 328.8 | 369.9 | 384.0 | |||||||||
Purchased services | 171.3 | 209.1 | 198.4 | |||||||||
Fuel | 189.4 | 324.6 | 270.2 | |||||||||
Equipment costs | 164.1 | 178.6 | 184.6 | |||||||||
Depreciation and amortization | 182.5 | 168.6 | 159.0 | |||||||||
Casualties and insurance | 43.1 | 72.7 | 69.3 | |||||||||
Materials and other | 132.8 | 138.4 | 114.9 | |||||||||
Total operating expenses | 1,212.0 | 1,461.9 | 1,380.4 | |||||||||
Operating income | 268.2 | 390.2 | 362.4 | |||||||||
Equity in net earnings of unconsolidated affiliates | 7.7 | 18.0 | 11.4 | |||||||||
Interest expense | (173.7 | ) | (138.9 | ) | (156.7 | ) | ||||||
Debt retirement costs | (5.9 | ) | (5.6 | ) | (6.9 | ) | ||||||
Foreign exchange gain (loss) | 2.1 | (21.0 | ) | (0.9 | ) | |||||||
Other income, net | 5.2 | 6.0 | 12.0 | |||||||||
Income before income taxes and noncontrolling interest | 103.6 | 248.7 | 221.3 | |||||||||
Income tax expense | 34.6 | 64.5 | 67.1 | |||||||||
Net income | 69.0 | 184.2 | 154.2 | |||||||||
Noncontrolling interest | 1.0 | 0.3 | 0.4 | |||||||||
Net income attributable to Kansas City Southern and subsidiaries | 68.0 | 183.9 | 153.8 | |||||||||
Preferred stock dividends | 11.0 | 15.2 | 19.8 | |||||||||
Net income available to common shareholders | $ | 57.0 | $ | 168.7 | $ | 134.0 | ||||||
Earnings per share: | ||||||||||||
Basic earnings per share | $ | 0.61 | $ | 2.02 | $ | 1.77 | ||||||
Diluted earnings per share | $ | 0.61 | $ | 1.86 | $ | 1.57 | ||||||
Average shares outstanding(in thousands): | ||||||||||||
Basic | 93,145 | 83,674 | 75,832 | |||||||||
Potentially dilutive common shares | 504 | 14,928 | 21,784 | |||||||||
Diluted | 93,649 | 98,602 | 97,616 | |||||||||
2011 | 2010 | 2009 | |||||||||
(In millions, except share and per share amounts) | |||||||||||
Revenues | $ | 2,098.3 | $ | 1,814.8 | $ | 1,480.2 | |||||
Operating expenses: | |||||||||||
Compensation and benefits | 423.8 | 369.3 | 328.7 | ||||||||
Purchased services | 204.8 | 189.1 | 173.7 | ||||||||
Fuel | 346.5 | 263.6 | 189.4 | ||||||||
Equipment costs | 167.1 | 157.4 | 164.1 | ||||||||
Depreciation and amortization | 186.2 | 184.9 | 181.6 | ||||||||
Materials and other | 183.9 | 164.0 | 175.9 | ||||||||
Gain on insurance recoveries related to hurricane damage | (25.6 | ) | — | — | |||||||
Total operating expenses | 1,486.7 | 1,328.3 | 1,213.4 | ||||||||
Operating income | 611.6 | 486.5 | 266.8 | ||||||||
Equity in net earnings of unconsolidated affiliates | 18.2 | 19.7 | 7.7 | ||||||||
Interest expense | (129.1 | ) | (158.1 | ) | (173.7 | ) | |||||
Debt retirement costs | (38.7 | ) | (68.3 | ) | (5.9 | ) | |||||
Foreign exchange gain (loss) | (9.2 | ) | 4.7 | 2.1 | |||||||
Other income, net | 2.2 | 4.7 | 5.2 | ||||||||
Income before income taxes | 455.0 | 289.2 | 102.2 | ||||||||
Income tax expense | 123.1 | 109.2 | 34.1 | ||||||||
Net income | 331.9 | 180.0 | 68.1 | ||||||||
Less: Net income (loss) attributable to noncontrolling interest | 1.6 | (0.2 | ) | 1.0 | |||||||
Net income attributable to Kansas City Southern and subsidiaries | 330.3 | 180.2 | 67.1 | ||||||||
Preferred stock dividends | 1.6 | 11.0 | 11.0 | ||||||||
Net income available to common stockholders | $ | 328.7 | $ | 169.2 | $ | 56.1 | |||||
Earnings per share: | |||||||||||
Basic earnings per share | $ | 3.04 | $ | 1.69 | $ | 0.60 | |||||
Diluted earnings per share | $ | 3.00 | $ | 1.67 | $ | 0.60 | |||||
Average shares outstanding (in thousands): | |||||||||||
Basic | 108,208 | 100,054 | 93,145 | ||||||||
Potentially dilutive common shares | 1,622 | 7,480 | 504 | ||||||||
Diluted | 109,830 | 107,534 | 93,649 |
52
2009 | 2008 | |||||||
In millions, except | ||||||||
share amounts | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 117.5 | $ | 229.9 | ||||
Accounts receivable, net | 139.4 | 163.8 | ||||||
Restricted funds | 35.8 | 34.0 | ||||||
Materials and supplies | 106.4 | 96.3 | ||||||
Deferred income taxes | 151.7 | 62.8 | ||||||
Other current assets | 63.0 | 98.8 | ||||||
Total current assets | 613.8 | 685.6 | ||||||
Investments | 46.8 | 60.5 | ||||||
Property and equipment (including concession assets), net | 4,747.2 | 4,598.4 | ||||||
Deferred income taxes | — | 36.4 | ||||||
Other assets | 71.3 | 58.3 | ||||||
Total assets | $ | 5,479.1 | $ | 5,439.2 | ||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities: | ||||||||
Debt due within one year | $ | 68.1 | $ | 637.4 | ||||
Accounts payable and accrued liabilities | 342.7 | 455.4 | ||||||
Total current liabilities | 410.8 | 1,092.8 | ||||||
Long-term debt | 1,911.9 | 1,448.7 | ||||||
Deferred income taxes | 567.1 | 492.4 | ||||||
Other noncurrent liabilities and deferred credits | 247.7 | 220.1 | ||||||
Total liabilities | 3,137.5 | 3,254.0 | ||||||
Commitments and contingencies | — | — | ||||||
Stockholders’ equity: | ||||||||
$25 par, 4% noncumulative, preferred stock, 840,000 shares authorized, 649,736 shares issued, 242,170 shares outstanding | 6.1 | 6.1 | ||||||
Series D — cumulative convertible perpetual preferred stock, $1 par, 5.125%, 210,000 shares authorized and issued, 209,995 shares outstanding with a liquidation preference of $1,000 per share | 0.2 | 0.2 | ||||||
$.01 par, common stock, 400,000,000 shares authorized; 110,583,068 and 106,252,860 shares issued at December 31, 2009 and 2008, respectively; 96,213,346 and 91,463,762 shares outstanding at December 31, 2009 and 2008, respectively | 0.9 | 0.9 | ||||||
Paid-in capital | 661.4 | 572.3 | ||||||
Retained earnings | 1,394.6 | 1,337.6 | ||||||
Accumulated other comprehensive loss | (4.4 | ) | (5.6 | ) | ||||
Total stockholders’ equity | 2,058.8 | 1,911.5 | ||||||
Noncontrolling interest | 282.8 | 273.7 | ||||||
Total equity | 2,341.6 | 2,185.2 | ||||||
Total liabilities and equity | $ | 5,479.1 | $ | 5,439.2 | ||||
2011 | 2010 | ||||||
(In millions, except share and per share amounts) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 72.4 | $ | 85.4 | |||
Accounts receivable, net | 166.0 | 160.0 | |||||
Materials and supplies | 109.6 | 101.4 | |||||
Deferred income taxes | 225.0 | 138.2 | |||||
Other current assets | 69.5 | 91.2 | |||||
Total current assets | 642.5 | 576.2 | |||||
Investments | 50.4 | 46.4 | |||||
Restricted funds | 21.7 | 22.0 | |||||
Property and equipment (including concession assets), net | 5,349.5 | 4,902.4 | |||||
Other assets | 108.9 | 93.9 | |||||
Total assets | $ | 6,173.0 | $ | 5,640.9 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Debt due within one year | $ | 36.3 | $ | 18.1 | |||
Accounts payable and accrued liabilities | 401.1 | 403.0 | |||||
Total current liabilities | 437.4 | 421.1 | |||||
Long-term debt | 1,602.8 | 1,621.6 | |||||
Deferred income taxes | 861.4 | 654.5 | |||||
Other noncurrent liabilities and deferred credits | 212.7 | 230.0 | |||||
Total liabilities | 3,114.3 | 2,927.2 | |||||
Commitments and contingencies | — | — | |||||
Stockholders’ equity: | |||||||
$25 par, 4% noncumulative, preferred stock, 840,000 shares authorized, 649,736 shares issued, 242,170 shares outstanding | 6.1 | 6.1 | |||||
Series D — cumulative convertible perpetual preferred stock, $1 par, 5.125%, 210,000 shares authorized and issued at December 31, 2010; 209,995 shares outstanding with a liquidation preference of $1,000 per share at December 31, 2010 | — | 0.2 | |||||
$.01 par, common stock, 400,000,000 shares authorized; 123,352,185 and 116,352,298 shares issued at December 31, 2011 and 2010, respectively; 109,910,857 and 102,648,845 shares outstanding at December 31, 2011 and 2010, respectively | 1.1 | 1.0 | |||||
Paid-in capital | 884.2 | 877.2 | |||||
Retained earnings | 1,875.3 | 1,548.0 | |||||
Accumulated other comprehensive loss | (2.2 | ) | (1.4 | ) | |||
Total stockholders’ equity | 2,764.5 | 2,431.1 | |||||
Noncontrolling interest | 294.2 | 282.6 | |||||
Total equity | 3,058.7 | 2,713.7 | |||||
Total liabilities and equity | $ | 6,173.0 | $ | 5,640.9 |
53
2009 | 2008 | 2007 | ||||||||||
In millions | ||||||||||||
Operating activities: | ||||||||||||
Net income | $ | 69.0 | $ | 184.2 | $ | 154.2 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 182.5 | 168.6 | 159.0 | |||||||||
Deferred income taxes | 31.4 | 63.8 | 66.3 | |||||||||
Equity in undistributed earnings of unconsolidated affiliates | (7.7 | ) | (18.0 | ) | (11.4 | ) | ||||||
Share-based compensation | 9.9 | 7.4 | 11.1 | |||||||||
Excess tax benefit from share-based compensation | (1.5 | ) | (5.6 | ) | (2.4 | ) | ||||||
Other deferred compensation | 3.3 | (1.9 | ) | (2.1 | ) | |||||||
Distributions from unconsolidated affiliates | 7.3 | 18.9 | 4.0 | |||||||||
Gain on sale of assets | (3.8 | ) | (3.4 | ) | (5.7 | ) | ||||||
Debt retirement costs | 5.9 | 5.6 | 6.9 | |||||||||
Changes in working capital items: | ||||||||||||
Accounts receivable | 23.3 | 52.6 | 81.0 | |||||||||
Materials and supplies | (12.3 | ) | (6.0 | ) | (12.4 | ) | ||||||
Other current assets | 8.6 | (8.0 | ) | 0.9 | ||||||||
Accounts payable and accrued liabilities | (19.9 | ) | (42.8 | ) | (65.4 | ) | ||||||
Other, net | (3.1 | ) | (2.4 | ) | (16.2 | ) | ||||||
Net cash provided by operating activities | 292.9 | 413.0 | 367.8 | |||||||||
Investing activities: | ||||||||||||
Capital expenditures | (349.2 | ) | (533.8 | ) | (396.8 | ) | ||||||
Proceeds from disposal of property | 13.9 | 20.9 | 16.6 | |||||||||
Contribution from NS for MSLLC | — | 27.0 | 143.4 | |||||||||
Property investments in MSLLC | (22.0 | ) | (30.4 | ) | (118.0 | ) | ||||||
Proceeds and repayments from loans to equity affiliates | — | — | 14.4 | |||||||||
Other, net | 10.9 | (21.7 | ) | (26.4 | ) | |||||||
Net cash used for investing activities | (346.4 | ) | (538.0 | ) | (366.8 | ) | ||||||
Financing activities: | ||||||||||||
Proceeds from issuance of long-term debt | 202.1 | 580.1 | 326.6 | |||||||||
Repayment of long-term debt | (319.1 | ) | (262.8 | ) | (311.3 | ) | ||||||
Debt costs | (9.3 | ) | (16.9 | ) | (19.6 | ) | ||||||
Proceeds from common stock issuance | 73.9 | — | — | |||||||||
Proceeds from stock plans | 3.0 | 8.6 | 0.7 | |||||||||
Excess tax benefit from share-based compensation | 1.5 | 5.6 | 2.4 | |||||||||
Preferred stock dividends paid | (11.0 | ) | (15.2 | ) | (23.3 | ) | ||||||
Net cash provided by (used for) financing activities | (58.9 | ) | 299.4 | (24.5 | ) | |||||||
Cash and cash equivalents: | ||||||||||||
Net increase (decrease) during each year | (112.4 | ) | 174.4 | (23.5 | ) | |||||||
At beginning of year | 229.9 | 55.5 | 79.0 | |||||||||
At end of year | $ | 117.5 | $ | 229.9 | $ | 55.5 | ||||||
Supplemental cash flow information | ||||||||||||
Non-cash investing and financing activities: | ||||||||||||
Capital expenditures accrued but not yet paid at year end | $ | 24.9 | $ | 91.2 | $ | 48.5 | ||||||
Capital lease obligations incurred | — | 13.1 | 7.2 | |||||||||
Non-cash asset acquisitions | 21.3 | 21.8 | — | |||||||||
Property contribution from NS for MSLLC | 9.6 | 3.5 | — | |||||||||
Property dividend from Southern Capital | — | — | 10.3 | |||||||||
Cash payments: | ||||||||||||
Interest paid, net of amounts capitalized | $ | 174.0 | $ | 136.8 | $ | 141.5 | ||||||
Income tax payments net of refunds | 3.5 | 1.5 | 13.6 |
2011 | 2010 | 2009 | |||||||||
(In millions) | |||||||||||
Operating activities: | |||||||||||
Net income | $ | 331.9 | $ | 180.0 | $ | 68.1 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 186.2 | 184.9 | 181.6 | ||||||||
Deferred income taxes | 120.7 | 106.2 | 30.9 | ||||||||
Equity in net earnings of unconsolidated affiliates | (18.2 | ) | (19.7 | ) | (7.7 | ) | |||||
Share-based compensation | 8.5 | 8.8 | 9.9 | ||||||||
Excess tax benefit from share-based compensation | (0.2 | ) | (1.2 | ) | (1.5 | ) | |||||
Deferred compensation | 22.6 | 5.1 | 3.2 | ||||||||
Distributions from unconsolidated affiliates | 18.1 | 19.5 | 7.3 | ||||||||
Gain on insurance recoveries related to hurricane damage | (25.6 | ) | — | — | |||||||
Cash payments related to hurricane damage | (3.3 | ) | (27.8 | ) | — | ||||||
Insurance proceeds related to hurricane damage | 40.2 | 8.2 | — | ||||||||
Gains on sale of assets | (0.5 | ) | (1.7 | ) | (3.8 | ) | |||||
Debt retirement costs | 38.7 | 68.3 | 5.9 | ||||||||
Changes in working capital items: | |||||||||||
Accounts receivable | (1.5 | ) | (20.2 | ) | 23.3 | ||||||
Materials and supplies | (7.2 | ) | 6.3 | (12.3 | ) | ||||||
Other current assets | (26.8 | ) | (4.8 | ) | 8.6 | ||||||
Accounts payable and accrued liabilities | (10.6 | ) | 18.5 | (19.9 | ) | ||||||
Other, net | (35.0 | ) | (34.1 | ) | (3.1 | ) | |||||
Net cash provided by operating activities | 638.0 | 496.3 | 290.5 | ||||||||
Investing activities: | |||||||||||
Capital expenditures | (495.0 | ) | (287.3 | ) | (346.8 | ) | |||||
Acquisition of an intermodal facility, net of cash acquired | — | (25.0 | ) | — | |||||||
Property investments in MSLLC | (33.3 | ) | (25.2 | ) | (22.0 | ) | |||||
Contributions from noncontrolling interest | 10.0 | — | — | ||||||||
Insurance proceeds related to hurricane damage | 12.4 | 1.8 | — | ||||||||
Proceeds from disposal of property | 10.0 | 8.3 | 13.9 | ||||||||
Other, net | (14.5 | ) | 15.9 | 10.9 | |||||||
Net cash used for investing activities | (510.4 | ) | (311.5 | ) | (344.0 | ) | |||||
Financing activities: | |||||||||||
Proceeds from issuance of long-term debt | 550.0 | 480.7 | 202.1 | ||||||||
Repayment of long-term debt | (653.3 | ) | (839.7 | ) | (319.1 | ) | |||||
Proceeds from common stock issuance | — | 214.9 | 73.9 | ||||||||
Debt costs | (36.6 | ) | (65.1 | ) | (9.3 | ) | |||||
Proceeds from employee stock plans | 2.1 | 2.1 | 3.0 | ||||||||
Excess tax benefit from share-based compensation | 0.2 | 1.2 | 1.5 | ||||||||
Preferred stock dividends paid | (3.0 | ) | (11.0 | ) | (11.0 | ) | |||||
Net cash used for financing activities | (140.6 | ) | (216.9 | ) | (58.9 | ) | |||||
Cash and cash equivalents: | |||||||||||
Net decrease during each year | (13.0 | ) | (32.1 | ) | (112.4 | ) | |||||
At beginning of year | 85.4 | 117.5 | 229.9 | ||||||||
At end of year | $ | 72.4 | $ | 85.4 | $ | 117.5 | |||||
Supplemental cash flow information | |||||||||||
Non-cash investing and financing activities: | |||||||||||
Capital expenditures accrued but not yet paid at end of year | $ | 62.0 | $ | 57.4 | $ | 24.9 | |||||
Capital lease obligations incurred | 0.7 | 3.7 | — | ||||||||
Non-cash asset acquisitions | 116.1 | 7.3 | 21.3 | ||||||||
Property contribution from noncontrolling interest | — | — | 9.6 | ||||||||
Cash payments: | |||||||||||
Interest paid, net of amounts capitalized | $ | 125.0 | $ | 153.0 | $ | 174.0 | |||||
Income tax payments, net of refunds | 0.9 | 1.6 | 3.5 |
54
$1 Par Cumulative | Accumulated | |||||||||||||||||||||||||||||||||||
$25 Par | Preferred Stock | $.01 Par | Other | |||||||||||||||||||||||||||||||||
Preferred | Series C | Series D | Common | Paid in | Retained | Comprehensive | Noncontrolling | |||||||||||||||||||||||||||||
Stock | 4.25% | 5.125% | Stock | Capital | Earnings | Income (Loss) | Interest | Total | ||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2006 | $ | 6.1 | $ | 0.4 | $ | 0.2 | $ | 0.7 | $ | 523.0 | $ | 1,050.7 | $ | 1.3 | $ | 100.3 | $ | 1,682.7 | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||
Net income | 153.8 | 0.4 | 154.2 | |||||||||||||||||||||||||||||||||
Prior service cost and amortization net of tax of $0.6 million | (0.9 | ) | (0.9 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | — | 153.8 | (0.9 | ) | 0.4 | 153.3 | ||||||||||||||||||||||||||
Contributions from noncontrolling interest | 143.4 | 143.4 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolling interest | (1.1 | ) | (1.1 | ) | ||||||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.2 | ) | (0.2 | ) | ||||||||||||||||||||||||||||||||
Dividends on series C cumulative preferred stock ($37.53/share) | (15.0 | ) | (15.0 | ) | ||||||||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($90.67/share) | 11.0 | (19.1 | ) | (8.1 | ) | |||||||||||||||||||||||||||||||
Options exercised and stock subscribed | 0.1 | 2.0 | 2.1 | |||||||||||||||||||||||||||||||||
Tax benefit from share-based compensation | 2.4 | 2.4 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 11.1 | 11.1 | ||||||||||||||||||||||||||||||||||
Adjustment to income tax payable upon adoption of certain provisions of FASB ASC740-10 (formerly FIN 48) | (1.3 | ) | (1.3 | ) | ||||||||||||||||||||||||||||||||
Balance at December 31, 2007 | 6.1 | 0.4 | 0.2 | 0.8 | 549.5 | 1,168.9 | 0.4 | 243.0 | 1,969.3 | |||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||
Net income | 183.9 | 0.3 | 184.2 | |||||||||||||||||||||||||||||||||
Unrealized gain (loss) on cash flow hedges, net of tax of $(2.1) million | (3.4 | ) | (3.4 | ) | ||||||||||||||||||||||||||||||||
Reclassification adjustment from cash flow hedges included in net income, net of tax of $(0.2) million | (0.3 | ) | (0.3 | ) | ||||||||||||||||||||||||||||||||
Prior service cost amortization and adjustment, net of tax of $0.1 million | 0.6 | 0.6 | ||||||||||||||||||||||||||||||||||
Cumulative translation adjustment — FTVM, net of tax of $(1.1) million | (2.9 | ) | (2.9 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | — | 183.9 | (6.0 | ) | 0.3 | 178.2 | ||||||||||||||||||||||||||
Contributions from noncontrolling interest | 30.9 | 30.9 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolling interest | (0.5 | ) | (0.5 | ) | ||||||||||||||||||||||||||||||||
Conversion of Series C cumulative convertible preferred stock | (0.4 | ) | 0.1 | 0.3 | — | |||||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.2 | ) | (0.2 | ) | ||||||||||||||||||||||||||||||||
Dividends on series C cumulative preferred stock ($10.62/share) | (4.2 | ) | (4.2 | ) | ||||||||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($51.24/share) | (10.8 | ) | (10.8 | ) | ||||||||||||||||||||||||||||||||
Options exercised and stock subscribed | 9.5 | 9.5 | ||||||||||||||||||||||||||||||||||
Tax benefit from share-based compensation | 5.6 | 5.6 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 7.4 | 7.4 | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2008 | 6.1 | — | 0.2 | 0.9 | 572.3 | 1,337.6 | (5.6 | ) | 273.7 | 2,185.2 | ||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||
Net income | 68.0 | 1.0 | 69.0 | |||||||||||||||||||||||||||||||||
Unrealized gain (loss) on cash flow hedges, net of tax of $(0.9) million | (1.6 | ) | (1.6 | ) | ||||||||||||||||||||||||||||||||
Reclassification adjustment from cash flow hedges included in net income, net of tax of $1.3 million | 2.3 | 2.3 | ||||||||||||||||||||||||||||||||||
Prior service cost amortization net of tax of $(0.1) million | (0.2 | ) | (0.2 | ) | ||||||||||||||||||||||||||||||||
Cumulative translation adjustment — FTVM, net of tax of $(0.1) million | 0.7 | 0.7 | ||||||||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | — | 68.0 | 1.2 | 1.0 | 70.2 | |||||||||||||||||||||||||||
Contributions from noncontrolling interest | 9.6 | 9.6 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolling interest | (1.5 | ) | (1.5 | ) | ||||||||||||||||||||||||||||||||
Common stock issued | 73.9 | 73.9 | ||||||||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.2 | ) | (0.2 | ) | ||||||||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($51.24/share) | (10.8 | ) | (10.8 | ) | ||||||||||||||||||||||||||||||||
Options exercised and stock subscribed | 3.8 | 3.8 | ||||||||||||||||||||||||||||||||||
Tax benefit from share-based compensation | 1.5 | 1.5 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 9.9 | 9.9 | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 | $ | 6.1 | $ | — | $ | 0.2 | $ | 0.9 | $ | 661.4 | $ | 1,394.6 | $ | (4.4 | ) | $ | 282.8 | $ | 2,341.6 | |||||||||||||||||
$25 Par Preferred Stock | $1 Par Cumulative Preferred Stock | $.01 Par Common Stock | Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total | ||||||||||||||||||||||||
Series D 5.125% | |||||||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||||||
Balance at December 31, 2008 | $ | 6.1 | $ | 0.2 | $ | 0.9 | $ | 572.3 | $ | 1,322.7 | $ | (5.6 | ) | $ | 273.7 | $ | 2,170.3 | ||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 67.1 | 1.0 | 68.1 | ||||||||||||||||||||||||||||
Unrealized loss on cash flow hedges, net of tax of $(0.9) million | (1.6 | ) | (1.6 | ) | |||||||||||||||||||||||||||
Reclassification adjustment from cash flow hedges included in net income, net of tax of $1.3 million | 2.3 | 2.3 | |||||||||||||||||||||||||||||
Amortization of prior service credit, net of tax of $(0.1) million | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Cumulative translation adjustment - FTVM, net of tax of $(0.1) million | 0.7 | 0.7 | |||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | 67.1 | 1.2 | 1.0 | 69.3 | |||||||||||||||||||||||
Contributions from noncontrolling interest | 9.6 | 9.6 | |||||||||||||||||||||||||||||
Distribution to noncontrolling interest | (1.5 | ) | (1.5 | ) | |||||||||||||||||||||||||||
Common stock issued | 73.9 | 73.9 | |||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($51.24/share) | (10.8 | ) | (10.8 | ) | |||||||||||||||||||||||||||
Options exercised and stock subscribed, net of shares withheld for employee taxes | 3.8 | 3.8 | |||||||||||||||||||||||||||||
Tax benefit from share-based compensation | 1.5 | 1.5 | |||||||||||||||||||||||||||||
Share-based compensation | 9.9 | 9.9 | |||||||||||||||||||||||||||||
Balance at December 31, 2009 | 6.1 | 0.2 | 0.9 | 661.4 | 1,378.8 | (4.4 | ) | 282.8 | 2,325.8 | ||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 180.2 | (0.2 | ) | 180.0 | |||||||||||||||||||||||||||
Unrealized loss on cash flow hedges, net of tax of $(0.3) million | (0.4 | ) | (0.4 | ) | |||||||||||||||||||||||||||
Reclassification adjustment from cash flow hedges included in net income, net of tax of $1.9 million | 3.2 | 3.2 | |||||||||||||||||||||||||||||
Amortization of prior service credit, net of tax of $(0.1) million | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Cumulative translation adjustment - FTVM, net of tax of $0.2 million | 0.4 | 0.4 | |||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | 180.2 | 3.0 | (0.2 | ) | 183.0 | ||||||||||||||||||||||
Common stock issued | 0.1 | 214.8 | 214.9 | ||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($51.24/share) | (10.8 | ) | (10.8 | ) | |||||||||||||||||||||||||||
Options exercised and stock subscribed, net of shares withheld for employee taxes | (9.0 | ) | (9.0 | ) | |||||||||||||||||||||||||||
Tax benefit from share-based compensation | 1.2 | 1.2 | |||||||||||||||||||||||||||||
Share-based compensation | 8.8 | 8.8 | |||||||||||||||||||||||||||||
Balance at December 31, 2010 | 6.1 | 0.2 | 1.0 | 877.2 | 1,548.0 | (1.4 | ) | 282.6 | 2,713.7 | ||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 330.3 | 1.6 | 331.9 | ||||||||||||||||||||||||||||
Reclassification adjustment from cash flow hedges included in net income, net of tax of $0.2 million | 0.2 | 0.2 | |||||||||||||||||||||||||||||
Amortization of prior service credit, net of tax of $(0.1) million | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Cumulative translation adjustment - FTVM, net of tax of $(0.5) million | (0.8 | ) | (0.8 | ) | |||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | 330.3 | (0.8 | ) | 1.6 | 331.1 | ||||||||||||||||||||||
Contributions from noncontrolling interest | 10.0 | 10.0 | |||||||||||||||||||||||||||||
Conversion of series D cumulative convertible preferred stock | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||||||
Common stock issued for conversion of series D cumulative convertible preferred stock | 0.1 | 0.1 | 0.2 | ||||||||||||||||||||||||||||
Dividends on $25 par preferred stock ($1.00/share) | (0.3 | ) | (0.3 | ) | |||||||||||||||||||||||||||
Dividends on series D cumulative preferred stock ($12.81/share) | (2.7 | ) | (2.7 | ) | |||||||||||||||||||||||||||
Options exercised and stock subscribed, net of shares withheld for employee taxes | (1.8 | ) | (1.8 | ) | |||||||||||||||||||||||||||
Tax benefit from share-based compensation | 0.2 | 0.2 | |||||||||||||||||||||||||||||
Share-based compensation | 8.5 | 8.5 | |||||||||||||||||||||||||||||
Balance at December 31, 2011 | $ | 6.1 | $ | — | $ | 1.1 | $ | 884.2 | $ | 1,875.3 | $ | (2.2 | ) | $ | 294.2 | $ | 3,058.7 |
55
Note 1. | Description of the Business |
The Kansas City Southern Railway Company (“KCSR”), a wholly-owned consolidated subsidiary; | ||
Southern Capital Corporation, LLC (“Southern Capital”), a fifty percent-owned unconsolidated affiliate that owns and leases locomotives and other equipment; Ferrocarril y Terminal del Valle de México, |
56
57
Note 2. | Significant Accounting Policies |
58
59
60
61
Note 3. | Earnings Per Share |
62
2009 | 2008 | 2007 | ||||||||||
Basic shares | 93,145 | 83,674 | 75,832 | |||||||||
Additional weighted average shares attributable to: | ||||||||||||
Convertible preferred stock | — | 13,882 | 20,389 | |||||||||
Stock options | 502 | 987 | 1,327 | |||||||||
Nonvested shares | 2 | 59 | 68 | |||||||||
Diluted shares | 93,649 | 98,602 | 97,616 | |||||||||
2011 | 2010 | 2009 | |||||||||
Net income available to common stockholders for purposes of computing basic earnings per share | $ | 328.7 | $ | 169.2 | $ | 56.1 | |||||
Effect of dividends on conversion of convertible preferred stock | 1.3 | 10.8 | — | ||||||||
Net income available to common stockholders for purposes of computing diluted earnings per share | $ | 330.0 | $ | 180.0 | $ | 56.1 | |||||
Weighted-average number of shares outstanding (in thousands): | |||||||||||
Basic shares | 108,208 | 100,054 | 93,145 | ||||||||
Additional weighted average shares attributable to: | |||||||||||
Convertible preferred stock | 1,245 | 7,000 | — | ||||||||
Stock options and nonvested shares | 377 | 480 | 504 | ||||||||
Diluted shares | 109,830 | 107,534 | 93,649 | ||||||||
Basic earnings per share | $ | 3.04 | $ | 1.69 | $ | 0.60 | |||||
Diluted earnings per share | $ | 3.00 | $ | 1.67 | $ | 0.60 |
2009 | 2008 | 2007 | ||||||||||
Stock options where the exercise price is greater than the average market price of common shares | 50 | 64 | 39 | |||||||||
Convertible preferred stock which are anti-dilutive | 7,000 | — | — | |||||||||
2011 | 2010 | 2009 | ||||||
Stock options which effect on diluted earnings per share is anti-dilutive | 96 | 4 | 50 | |||||
Convertible preferred stock which is anti-dilutive | — | — | 7,000 |
2009 | 2008 | 2007 | ||||||||||
Net income available to common stockholders for purposes of computing basic earnings per share | $ | 57.0 | $ | 168.7 | $ | 134.0 | ||||||
Effect of dividends on conversion of convertible preferred stock | — | 14.9 | 19.6 | |||||||||
Net income available to common stockholders for purposes of computing diluted earnings per share | $ | 57.0 | $ | 183.6 | $ | 153.6 | ||||||
63
2009 | ||||||||||||
2009 | 2008 | Depreciation Rate | ||||||||||
Land | $ | 162.9 | $ | 162.7 | ||||||||
Concession land rights | 137.6 | 138.0 | 1.0 | % | ||||||||
Road property | ||||||||||||
Rail and other track material | 1,320.4 | 1,255.7 | 2.8 | % | ||||||||
Ties | 1,000.6 | 912.3 | 3.6 | % | ||||||||
Grading | 729.1 | 698.8 | 0.9 | % | ||||||||
Bridges and tunnels | 513.2 | 464.1 | 1.4 | % | ||||||||
Ballast | 434.1 | 364.0 | 3.5 | % | ||||||||
Other (i) | 675.3 | 609.5 | 3.0 | % | ||||||||
Road property total | 4,672.7 | 4,304.4 | ||||||||||
Equipment | ||||||||||||
Locomotives | 487.8 | 488.4 | 6.9 | % | ||||||||
Freight cars | 149.5 | 164.2 | 5.2 | % | ||||||||
Work equipment | 17.3 | 15.9 | 2.1 | % | ||||||||
Other | 24.7 | 19.7 | 8.8 | % | ||||||||
Equipment total | 679.3 | 688.2 | ||||||||||
Technology and other | 125.3 | 115.8 | 11.2 | % | ||||||||
Construction in progress | 165.6 | 354.3 | ||||||||||
Total property | 5,943.4 | 5,763.4 | ||||||||||
Accumulated depreciation and amortization | 1,196.2 | 1,165.0 | ||||||||||
Net property | $ | 4,747.2 | $ | 4,598.4 | ||||||||
As of December 31, 2011 | Cost | Accumulated Depreciation | Net Book Value | Depreciation Rates for 2011 | ||||||||||
Land | $ | 207.4 | $ | — | $ | 207.4 | N/A | |||||||
Concession land rights | 141.2 | (18.0 | ) | 123.2 | 1.0 | % | ||||||||
Rail and other track material (a) | 1,431.0 | (317.8 | ) | 1,113.2 | 1.8-2.9% | |||||||||
Ties (a) | 1,250.6 | (259.0 | ) | 991.6 | 2.0-4.1% | |||||||||
Grading | 830.5 | (114.7 | ) | 715.8 | 1.0 | % | ||||||||
Bridges and tunnels | 555.1 | (103.3 | ) | 451.8 | 1.3 | % | ||||||||
Ballast (a) | 541.1 | (122.8 | ) | 418.3 | 2.7-4.3% | |||||||||
Other (b) | 717.7 | (206.2 | ) | 511.5 | 2.9 | % | ||||||||
Total road property | 5,326.0 | (1,123.8 | ) | 4,202.2 | 2.6 | % | ||||||||
Locomotives | 654.4 | (127.0 | ) | 527.4 | 5.5 | % | ||||||||
Freight cars | 142.0 | (69.5 | ) | 72.5 | 4.1 | % | ||||||||
Other equipment | 37.3 | (9.2 | ) | 28.1 | 6.8 | % | ||||||||
Total equipment | 833.7 | (205.7 | ) | 628.0 | 5.3 | % | ||||||||
Technology and other | 123.3 | (87.7 | ) | 35.6 | 14.0 | % | ||||||||
Construction in progress | 153.1 | — | 153.1 | N/A | ||||||||||
Total property and equipment (including concession assets) | $ | 6,784.7 | $ | (1,435.2 | ) | $ | 5,349.5 | N/A |
(a) | Depreciation rates reflect the range of rates applied based on the density class. |
(b) | Other |
As of December 31, 2010 | Cost | Accumulated Depreciation | Net Book Value | Depreciation Rates for 2010 | ||||||||||
Land | $ | 177.0 | $ | — | $ | 177.0 | N/A | |||||||
Concession land rights | 141.2 | (16.6 | ) | 124.6 | 1.0 | % | ||||||||
Rail and other track material (a) | 1,308.3 | (287.3 | ) | 1,021.0 | 1.5-4.2% | |||||||||
Ties (a) | 1,135.5 | (227.4 | ) | 908.1 | 2.0-4.0% | |||||||||
Grading | 815.2 | (106.1 | ) | 709.1 | 0.9 | % | ||||||||
Bridges and tunnels | 531.1 | (85.0 | ) | 446.1 | 1.3 | % | ||||||||
Ballast (a) | 494.1 | (116.6 | ) | 377.5 | 2.5-4.6% | |||||||||
Other (b) | 650.3 | (196.1 | ) | 454.2 | 2.7 | % | ||||||||
Total road property | 4,934.5 | (1,018.5 | ) | 3,916.0 | 2.6 | % | ||||||||
Locomotives | 501.8 | (115.0 | ) | 386.8 | 5.8 | % | ||||||||
Freight cars | 144.0 | (65.5 | ) | 78.5 | 4.4 | % | ||||||||
Other equipment | 36.9 | (8.4 | ) | 28.5 | 5.5 | % | ||||||||
Total equipment | 682.7 | (188.9 | ) | 493.8 | 5.5 | % | ||||||||
Technology and other | 121.9 | (74.4 | ) | 47.5 | 12.8 | % | ||||||||
Construction in progress | 143.5 | — | 143.5 | N/A | ||||||||||
Total property and equipment (including concession assets) | $ | 6,200.8 | $ | (1,298.4 | ) | $ | 4,902.4 | N/A |
(a) | Depreciation rates reflect the range of rates applied based on the density class. |
(b) | Other includes signals, buildings and other road assets. |
64
Note 6. Other Balance Sheet Captions |
2009 | 2008 | |||||||
Deferred employees statutory profit sharing asset | $ | 36.8 | $ | 12.2 | ||||
Prepaid expenses | 16.1 | 14.6 | ||||||
Refundable taxes | 5.9 | 38.9 | ||||||
Deposits | 0.3 | 20.6 | ||||||
Purchase accounting for the fair value of certain contracts | — | 11.3 | ||||||
Other | 3.9 | 1.2 | ||||||
Other current assets, net | $ | 63.0 | $ | 98.8 | ||||
2011 | 2010 | ||||||
Refundable taxes | $ | 31.8 | $ | 8.0 | |||
Prepaid expenses | 25.6 | 21.1 | |||||
Deferred employees’ statutory profit sharing asset | 11.7 | 36.8 | |||||
Insurance receivable related to hurricane damage | — | 23.4 | |||||
Other | 0.4 | 1.9 | |||||
Other current assets | $ | 69.5 | $ | 91.2 |
2009 | 2008 | |||||||
Accounts payable | $ | 169.6 | $ | 255.8 | ||||
Derailments, personal injury and other claim reserves | 60.6 | 64.1 | ||||||
Accrued wages and vacation | 39.1 | 42.3 | ||||||
Interest payable | 23.6 | 25.5 | ||||||
Rents and leases | 19.3 | 14.2 | ||||||
Income and other taxes | 8.1 | 23.2 | ||||||
Other | 22.4 | 30.3 | ||||||
Accounts payable and accrued liabilities | $ | 342.7 | $ | 455.4 | ||||
2011 | 2010 | ||||||
Accounts payable | $ | 202.6 | $ | 198.3 | |||
Derailments, personal injury and other claim provisions | 65.2 | 56.0 | |||||
Accrued wages and vacation | 63.7 | 66.4 | |||||
Interest payable | 17.5 | 19.5 | |||||
Rents and leases payable | 14.3 | 17.4 | |||||
Income and other taxes | 11.4 | 12.2 | |||||
Other | 26.4 | 33.2 | |||||
Accounts payable and accrued liabilities | $ | 401.1 | $ | 403.0 |
Note 8. Fair Value Measurements |
65
Fair Value Measurements | Net Assets (Liabilities) | |||||||||||
Level 1 | Level 2 | Level 3 | at Fair Value | |||||||||
2009 | ||||||||||||
Interest rate contracts | $— | $ | (4.9 | ) | $— | $ | (4.9 | ) | ||||
Net asset (liabilities), at fair value | $— | $ | (4.9 | ) | $— | $ | (4.9 | ) | ||||
Fair Value Measurements | Net Assets (Liabilities) | |||||||||||
Level 1 | Level 2 | Level 3 | at Fair Value | |||||||||
2008 | ||||||||||||
Investments (i) | $— | $ | — | $12.4 | $ | 12.4 | ||||||
Interest rate contracts | — | (5.7 | ) | — | (5.7 | ) | ||||||
Net asset (liabilities), at fair value | $— | $ | (5.7 | ) | $12.4 | $ | 6.7 | |||||
2009 | 2008 | |||||||
Balance at beginning of period | $ | 12.4 | $ | 37.8 | ||||
Total gains/(losses) (realized and unrealized) | 0.8 | (0.8 | ) | |||||
Purchases, issuances and settlements | (13.2 | ) | (24.6 | ) | ||||
Transfers in and/or out of level 3 | — | — | ||||||
Balance at end of period | $ | — | $ | 12.4 | ||||
66
2009 | 2008 | |||||||
KCS | ||||||||
Other debt obligations | $ | 0.6 | $ | 0.2 | ||||
KCSR | ||||||||
Revolving credit facility, variable interest rate, 1.510% at December 31, 2009, due 2011 | 40.0 | 100.0 | ||||||
Term loans, variable interest rate, 1.959% at December 31, 2009, due 2013 | 310.6 | 313.9 | ||||||
71/2% senior notes, due 2009 | — | 200.0 | ||||||
13.0% senior notes, due 2013 | 171.2 | 168.1 | ||||||
8.0% senior notes, due 2015 | 275.0 | 275.0 | ||||||
Capital lease obligations, due serially to 2017 | 11.0 | 12.1 | ||||||
Other debt obligations | 11.8 | 11.7 | ||||||
Tex-Mex | ||||||||
RRIF loan, 4.29%, due serially to 2030 | 45.3 | 46.7 | ||||||
KCSM | ||||||||
Term loan, variable interest rate, due 2012 | — | 30.0 | ||||||
93/8% senior notes, due 2012 | 460.0 | 460.0 | ||||||
75/8% senior notes, due 2013 | 175.0 | 175.0 | ||||||
73/8% senior notes, due 2014 | 165.0 | 165.0 | ||||||
121/2% senior notes, due 2016 | 189.7 | — | ||||||
5.737% financing agreement | 65.5 | 70.3 | ||||||
6.195% financing agreement | 47.8 | 51.3 | ||||||
Capital lease obligations, due serially to 2012 | 5.0 | 6.8 | ||||||
Other debt obligations | 6.5 | — | ||||||
Total | 1,980.0 | 2,086.1 | ||||||
Less: Debt due within one year | 68.1 | 637.4 | ||||||
Long-term debt | $ | 1,911.9 | $ | 1,448.7 | ||||
2011 | 2010 | ||||||
KCSR | |||||||
Revolving credit facility, variable interest rate, 1.800% at December 31, 2011, due 2016 | $ | 50.0 | $ | — | |||
Term loan, variable interest rate, 1.795% at December 31, 2011, due 2017 | 296.3 | 307.4 | |||||
13.0% senior notes | — | 113.7 | |||||
8.0% senior notes, due 2015 | 275.0 | 275.0 | |||||
Capital lease obligations, due serially to 2017 | 11.7 | 13.4 | |||||
Other debt obligations | 0.4 | 0.5 | |||||
Tex-Mex | |||||||
RRIF loan, 4.29%, due serially to 2030 | 42.5 | 43.9 | |||||
KCSM | |||||||
Revolving credit facility, variable interest rate, due 2016 | — | — | |||||
7 5/8% senior notes | — | 32.4 | |||||
7 3/8% senior notes | — | 165.0 | |||||
12 1/2% senior notes, due 2016 | 94.3 | 93.6 | |||||
8.0% senior notes, due 2018 | 296.5 | 296.0 | |||||
6 5/8% senior notes, due 2020 | 185.0 | 185.0 | |||||
6 1/8% senior notes, due 2021 | 200.0 | — | |||||
5.737% financing agreement, due 2023 | 52.8 | 60.6 | |||||
6.195% financing agreement, due 2023 | 40.9 | 44.4 | |||||
9.310% loan agreements, due 2020 | 88.1 | — | |||||
Capital lease obligations, due serially to 2012 | 1.5 | 3.4 | |||||
Other debt obligations | 3.9 | 5.2 | |||||
KCS | |||||||
Other debt obligations | 0.2 | 0.2 | |||||
Total | 1,639.1 | 1,639.7 | |||||
Less: Debt due within one year | 36.3 | 18.1 | |||||
Long-term debt | $ | 1,602.8 | $ | 1,621.6 |
67
68
69
70
Capital Leases | Operating Leases | |||||||||||||||||||||||||||||||
Long- | Minimum | Net | ||||||||||||||||||||||||||||||
Term | Lease | Less | Present | Total | Southern | Third | ||||||||||||||||||||||||||
Years | Debt | Payments | Interest | Value | Debt | Capital | Party | Total | ||||||||||||||||||||||||
2010 | $ | 65.8 | $ | 3.5 | $ | 1.2 | $ | 2.3 | $ | 68.1 | $ | 20.2 | $ | 126.4 | $ | 146.6 | ||||||||||||||||
2011 | 14.2 | 3.8 | 1.0 | 2.8 | 17.0 | 19.8 | 119.9 | 139.7 | ||||||||||||||||||||||||
2012 | 474.4 | 3.9 | 0.8 | 3.1 | 477.5 | 14.8 | 98.0 | 112.8 | ||||||||||||||||||||||||
2013 | 658.5 | 2.0 | 0.6 | 1.4 | 659.9 | 13.2 | 88.8 | 102.0 | ||||||||||||||||||||||||
2014 | 176.3 | 2.1 | 0.5 | 1.6 | 177.9 | 12.5 | 84.8 | 97.3 | ||||||||||||||||||||||||
Thereafter | 574.8 | 5.3 | 0.5 | 4.8 | 579.6 | 69.7 | 436.1 | 505.8 | ||||||||||||||||||||||||
Total | $ | 1,964.0 | $ | 20.6 | $ | 4.6 | $ | 16.0 | $ | 1,980.0 | $ | 150.2 | $ | 954.0 | $ | 1,104.2 | ||||||||||||||||
Long- Term Debt | Capital Leases | Total Debt | Operating Leases | ||||||||||||||||||||||||||||
Years | Minimum Lease Payments | Less Interest | Net Present Value | Southern Capital | Third Party | Total | |||||||||||||||||||||||||
2012 | $ | 32.2 | $ | 5.0 | $ | 0.9 | $ | 4.1 | $ | 36.3 | $ | 15.9 | $ | 102.3 | $ | 118.2 | |||||||||||||||
2013 | 36.8 | 3.0 | 0.6 | 2.4 | 39.2 | 14.8 | 89.0 | 103.8 | |||||||||||||||||||||||
2014 | 48.8 | 2.2 | 0.5 | 1.7 | 50.5 | 14.1 | 81.0 | 95.1 | |||||||||||||||||||||||
2015 | 327.2 | 2.3 | 0.3 | 2.0 | 329.2 | 13.8 | 65.4 | 79.2 | |||||||||||||||||||||||
2016 | 208.5 | 2.3 | 0.2 | 2.1 | 210.6 | 11.8 | 51.2 | 63.0 | |||||||||||||||||||||||
Thereafter | 972.4 | 0.9 | — | 0.9 | 973.3 | 48.9 | 272.2 | 321.1 | |||||||||||||||||||||||
Total | $ | 1,625.9 | $ | 15.7 | $ | 2.5 | $ | 13.2 | $ | 1,639.1 | $ | 119.3 | $ | 661.1 | $ | 780.4 |
Note 10. Income Taxes |
2009 | 2008 | 2007 | ||||||||||
Current: | ||||||||||||
Federal | $ | (1.1 | ) | $ | 0.9 | $ | — | |||||
State and local | 1.3 | (0.2 | ) | 0.8 | ||||||||
Foreign | 3.0 | — | — | |||||||||
Total current | 3.2 | 0.7 | 0.8 | |||||||||
Deferred: | ||||||||||||
Federal | 35.4 | 40.8 | 33.2 | |||||||||
State and local | 2.1 | 7.9 | 2.4 | |||||||||
Foreign | (6.1 | ) | 15.1 | 30.7 | ||||||||
Total deferred | 31.4 | 63.8 | 66.3 | |||||||||
Total income tax expense | $ | 34.6 | $ | 64.5 | $ | 67.1 | ||||||
2011 | 2010 | 2009 | |||||||||
Current: | |||||||||||
Federal | $ | — | $ | — | $ | (1.1 | ) | ||||
State and local | 0.7 | 1.0 | 1.3 | ||||||||
Foreign | 1.7 | 2.0 | 3.0 | ||||||||
Total current | 2.4 | 3.0 | 3.2 | ||||||||
Deferred: | |||||||||||
Federal | 78.0 | 66.4 | 35.2 | ||||||||
State and local | 4.5 | 6.7 | 2.1 | ||||||||
Foreign | 38.2 | 33.1 | (6.4 | ) | |||||||
Total deferred | 120.7 | 106.2 | 30.9 | ||||||||
Total income tax expense | $ | 123.1 | $ | 109.2 | $ | 34.1 |
2011 | 2010 | 2009 | |||||||||
Income before income taxes: | |||||||||||
U.S. | $ | 231.0 | $ | 193.2 | $ | 98.4 | |||||
Foreign | 224.0 | 96.0 | 3.8 | ||||||||
Total income before income taxes | $ | 455.0 | $ | 289.2 | $ | 102.2 |
2009 | 2008 | |||||||
Liabilities: | ||||||||
Depreciation | $ | 579.7 | $ | 545.6 | ||||
Investments | 74.0 | 71.0 | ||||||
Concession rights | 154.6 | 152.5 | ||||||
Other, net | 16.7 | 8.5 | ||||||
Gross deferred tax liabilities | 825.0 | 777.6 | ||||||
Assets: | ||||||||
Loss carryovers | (276.5 | ) | (284.5 | ) | ||||
Book reserves not currently deductible for tax | (124.6 | ) | (99.3 | ) | ||||
Vacation accrual | (3.6 | ) | (3.7 | ) | ||||
Other, net | (28.6 | ) | (19.8 | ) | ||||
Gross deferred tax assets before valuation allowance | (433.3 | ) | (407.3 | ) | ||||
Valuation allowance on loss carryovers | 23.7 | 22.9 | ||||||
Gross deferred tax assets | (409.6 | ) | (384.4 | ) | ||||
Net deferred tax liability | $ | 415.4 | $ | 393.2 | ||||
2011 | 2010 | ||||||
Liabilities: | |||||||
Depreciation and amortization | $ | 869.6 | $ | 773.0 | |||
Investments | 75.3 | 74.1 | |||||
Other, net | 7.5 | 22.7 | |||||
Gross deferred tax liabilities | 952.4 | 869.8 | |||||
Assets: | |||||||
Loss carryovers | (189.7 | ) | (227.6 | ) | |||
Book reserves not currently deductible for tax | (91.2 | ) | (113.4 | ) | |||
Vacation accrual | (3.5 | ) | (3.7 | ) | |||
Other, net | (47.1 | ) | (27.4 | ) | |||
Gross deferred tax assets before valuation allowance | (331.5 | ) | (372.1 | ) | |||
Valuation allowance on loss carryovers | 15.5 | 18.6 | |||||
Net deferred tax assets | (316.0 | ) | (353.5 | ) | |||
Net deferred tax liability | $ | 636.4 | $ | 516.3 |
2009 | 2008 | 2007 | ||||||||||
Income tax expense using the statutory rate in effect | $ | 36.3 | $ | 87.0 | $ | 77.5 | ||||||
Tax effect of: | ||||||||||||
Permanent items | 2.2 | 3.3 | 2.1 | |||||||||
State and local income tax provision, net | 1.8 | 2.8 | 2.1 | |||||||||
Tax credits | (1.9 | ) | (2.5 | ) | (2.9 | ) | ||||||
Uncertain tax positions | — | (4.3 | ) | — | ||||||||
Difference between U.S. and foreign tax rate | (5.2 | ) | (8.5 | ) | (9.0 | ) | ||||||
Foreign exchange and inflation adjustments | 12.2 | (27.4 | ) | (5.6 | ) | |||||||
Change in valuation allowances | 0.8 | 14.0 | — | |||||||||
Change in Mexican tax law | (11.1 | ) | — | — | ||||||||
Other, net | (0.5 | ) | 0.1 | 2.9 | ||||||||
Income tax expense | $ | 34.6 | $ | 64.5 | $ | 67.1 | ||||||
2011 | 2010 | 2009 | |||||||||
Income tax expense using the statutory rate in effect | $ | 159.3 | $ | 101.2 | $ | 35.8 | |||||
Tax effect of: | |||||||||||
Permanent items | 1.2 | 4.0 | 2.2 | ||||||||
State and local income tax provision, net | 7.0 | 6.6 | 1.8 | ||||||||
Tax credits | (2.3 | ) | (2.3 | ) | (1.9 | ) | |||||
Difference between U.S. and foreign tax rate | (14.5 | ) | (8.4 | ) | (5.2 | ) | |||||
Foreign exchange and inflation adjustments | (23.5 | ) | 22.6 | 12.2 | |||||||
Change in valuation allowances | (1.6 | ) | (9.9 | ) | 0.8 | ||||||
Change in Mexican tax law | — | — | (11.1 | ) | |||||||
Other, net | (2.5 | ) | (4.6 | ) | (0.5 | ) | |||||
Income tax expense | $ | 123.1 | $ | 109.2 | $ | 34.1 | |||||
Effective tax rate | 27.1 | % | 37.8 | % | 33.4 | % |
73
2009 | 2008 | |||||||
Balance at January 1, | $ | 2.1 | $ | 32.6 | ||||
Additions based on tax positions related to the current year | — | — | ||||||
Additions for tax positions of prior years | — | 0.9 | ||||||
Reductions for tax positions of prior years | — | (18.5 | ) | |||||
Settlements | — | (12.9 | ) | |||||
Balance at December 31, | $ | 2.1 | $ | 2.1 | ||||
2011 | 2010 | ||||||
Balance at January 1, | $ | 1.7 | $ | 2.1 | |||
Settlements | — | (0.4 | ) | ||||
Balance at December 31, | $ | 1.7 | $ | 1.7 |
74
Note 11. Stockholders’ Equity |
Shares | ||||||||||||
Authorized | Shares Issued | |||||||||||
2009 and 2008 | 2009 | 2008 | ||||||||||
$25 par, 4% noncumulative, preferred stock | 840,000 | 649,736 | 649,736 | |||||||||
$1 par, preferred stock | 2,000,000 | — | — | |||||||||
$1 par, series A, preferred stock | 150,000 | — | — | |||||||||
$1 par, series B convertible, preferred stock | 1,000,000 | — | — | |||||||||
$1 par, series C redeemable cumulative convertible perpetual preferred stock | 400,000 | — | — | |||||||||
$1 par, series D cumulative convertible perpetual preferred stock | 210,000 | 210,000 | 210,000 | |||||||||
$.01 par, common stock | 400,000,000 | 110,583,068 | 106,252,860 |
Shares Authorized | Shares Issued | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
$25 par, 4% noncumulative, preferred stock | 840,000 | 840,000 | 649,736 | 649,736 | |||||||
$1 par, preferred stock | 2,000,000 | 2,000,000 | — | — | |||||||
$1 par, series D cumulative convertible perpetual preferred stock | — | 210,000 | — | 210,000 | |||||||
$.01 par, common stock | 400,000,000 | 400,000,000 | 123,352,185 | 116,352,298 |
2009 | 2008 | |||||||
$25 par, 4% noncumulative, preferred stock | 242,170 | 242,170 | ||||||
$1 par, series D cumulative convertible perpetual preferred stock | 209,995 | 209,995 | ||||||
$.01 par, common stock | 96,213,346 | 91,463,762 |
2011 | 2010 | ||||
$25 par, 4% noncumulative, preferred stock | 242,170 | 242,170 | |||
$1 par, series D cumulative convertible perpetual preferred stock | — | 209,995 | |||
$.01 par, common stock | 109,910,857 | 102,648,845 |
2009 | 2008 | 2007 | ||||||||||
Balance at beginning of year | 14,789,098 | 15,888,078 | 16,943,252 | |||||||||
Shares issued for preferred stock dividend | — | — | (378,667 | ) | ||||||||
Shares issued to fund stock option exercises | (359,575 | ) | (1,065,724 | ) | (84,528 | ) | ||||||
Employee stock purc hase plan shares issued | (71,699 | ) | (91,326 | ) | (116,663 | ) | ||||||
Nonvested shares issued | (107,365 | ) | (225,873 | ) | (563,112 | ) | ||||||
Nonvested shares forfeited | 119,263 | 283,943 | 87,796 | |||||||||
Balance at end of year | 14,369,722 | 14,789,098 | 15,888,078 | |||||||||
2011 | 2010 | 2009 | ||||||
Balance at beginning of year | 13,703,453 | 14,369,722 | 14,789,098 | |||||
Shares issued to fund stock option exercises | (158,440 | ) | (480,514 | ) | (359,575 | ) | ||
Employee stock purchase plan shares issued | (59,390 | ) | (110,850 | ) | (71,699 | ) | ||
Nonvested shares issued | (57,659 | ) | (143,457 | ) | (107,365 | ) | ||
Nonvested shares forfeited | 13,364 | 68,552 | 119,263 | |||||
Balance at end of year | 13,441,328 | 13,703,453 | 14,369,722 |
75
76
Note 12. Share-Based Compensation |
2009 | 2008 | 2007 | ||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | ||||||
Expected volatility | 42.86 | % | 32.28 | % | 34.17 | % | ||||||
Risk-free interest rate | 1.66 | % | 3.29 | % | 4.70 | % | ||||||
Expected term(years) | 7.50 | 7.50 | 7.50 | |||||||||
Weighted-average grant date fair value of stock options granted | $ | 6.45 | $ | 18.33 | $ | 16.04 |
2011 | 2010 | 2009 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||
Expected volatility | 45.40 | % | 43.43 | % | 42.86 | % | |||||
Risk-free interest rate | 1.29 | % | 2.83 | % | 1.66 | % | |||||
Expected term (years) | 6.0 | 6.5 | 7.5 | ||||||||
Weighted-average grant date fair value of stock options granted | $ | 23.39 | $ | 15.96 | $ | 6.45 |
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Exercise | Remaining | Aggregate | ||||||||||||||
Number of | Price | Contractual | Intrinsic | |||||||||||||
Shares | per Share | Term | Value | |||||||||||||
In years | In millions | |||||||||||||||
Options outstanding at December 31, 2006 | 2,940,332 | $ | 8.98 | |||||||||||||
Granted | 32,500 | 33.78 | ||||||||||||||
Exercised | (95,907 | ) | 6.14 | |||||||||||||
Forfeited or expired | (19,162 | ) | 20.95 | |||||||||||||
Options outstanding at December 31, 2007 | 2,857,763 | 9.28 | ||||||||||||||
Granted | 15,380 | 43.15 | ||||||||||||||
Exercised | (1,094,184 | ) | 7.79 | |||||||||||||
Forfeited or expired | (91,344 | ) | 17.99 | |||||||||||||
Options outstanding at December 31, 2008 | 1,687,615 | 10.08 | ||||||||||||||
Granted | 8,000 | 13.52 | ||||||||||||||
Exercised | (359,623 | ) | 8.26 | |||||||||||||
Forfeited or expired | (34,137 | ) | 23.65 | |||||||||||||
Options outstanding at December 31, 2009 | 1,301,855 | $ | 10.25 | 1.99 | $ | 30.0 | ||||||||||
Vested and expected to vest at December 31, 2009 | 1,297,665 | $ | 10.18 | 1.97 | $ | 30.0 | ||||||||||
Exercisable at December 31, 2009 | 1,245,975 | $ | 9.24 | 1.76 | $ | 30.0 | ||||||||||
Number of Shares | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||
In years | In millions | ||||||||||||
Options outstanding at December 31, 2008 | 1,687,615 | $ | 10.08 | ||||||||||
Granted | 8,000 | 13.52 | |||||||||||
Exercised | (359,623 | ) | 8.26 | ||||||||||
Forfeited or expired | (34,137 | ) | 23.65 | ||||||||||
Options outstanding at December 31, 2009 | 1,301,855 | 10.25 | |||||||||||
Granted | 190,300 | 35.41 | |||||||||||
Exercised | (846,603 | ) | 7.48 | ||||||||||
Forfeited or expired | (24,386 | ) | 16.31 | ||||||||||
Options outstanding at December 31, 2010 | 621,166 | 21.50 | |||||||||||
Granted | 97,860 | 52.66 | |||||||||||
Exercised | (213,120 | ) | 15.72 | ||||||||||
Forfeited or expired | (4,270 | ) | 48.39 | ||||||||||
Options outstanding at December 31, 2011 | 501,636 | $ | 29.81 | 5.46 | $ | 19.2 | |||||||
Vested and expected to vest at December 31, 2011 | 498,177 | $ | 29.68 | 5.44 | $ | 19.1 | |||||||
Exercisable at December 31, 2011 | 367,116 | $ | 23.19 | 4.49 | $ | 16.5 |
2009 | 2008 | 2007 | ||||||||||||||
Aggregate grant-date fair value of stock options vested | $ | 0.2 | $ | 1.2 | $ | 0.5 | ||||||||||
Intrinsic value of stock options exercised | 5.9 | 37.9 | 2.9 | |||||||||||||
Cash received from option exercises | 3.0 | 8.3 | 0.6 |
2011 | 2010 | 2009 | |||||||||
Aggregate grant-date fair value of stock options vested | $ | 1.1 | $ | 2.0 | $ | 0.2 | |||||
Intrinsic value of stock options exercised | 9.5 | 21.7 | 5.9 | ||||||||
Cash received from option exercises | 2.1 | 2.1 | 3.0 | ||||||||
Tax benefit realized from option exercises | 0.2 | 1.2 | 1.5 |
78
Nonvested Stock | |||
Expected dividend yield | 0 | % | |
Expected volatility | 54.97 | % | |
Risk-free interest rate | 1.34 | % | |
Expected term (years) | 3.0 | ||
Weighted-average grant date fair value of market-based awards granted | $ | 35.41 |
Weighted- | ||||||||||||
Average Grant | Aggregate | |||||||||||
Number of | Date | Intrinsic | ||||||||||
Shares | Fair Value | Value | ||||||||||
In millions | ||||||||||||
Nonvested stock at December 31, 2006 | 613,573 | $ | 23.74 | |||||||||
Granted | 570,464 | 33.26 | ||||||||||
Vested | (81,613 | ) | 24.86 | |||||||||
Forfeited | (87,796 | ) | 26.05 | |||||||||
Nonvested stock at December 31, 2007 | 1,014,628 | 28.80 | ||||||||||
Granted | 232,551 | 37.95 | ||||||||||
Vested | (134,979 | ) | 30.50 | |||||||||
Forfeited | (283,943 | ) | 26.91 | |||||||||
Nonvested stock at December 31, 2008 | 828,257 | 31.74 | ||||||||||
Granted | 116,130 | 18.49 | ||||||||||
Vested | (105,078 | ) | 31.32 | |||||||||
Forfeited | (119,263 | ) | 30.37 | |||||||||
Nonvested stock at December 31, 2009 | 720,046 | $ | 29.89 | $ | 24.0 | |||||||
Number of Shares | Weighted- Average Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||
In millions | ||||||||||
Nonvested stock at December 31, 2008 | 828,257 | $ | 31.74 | |||||||
Granted | 116,130 | 18.49 | ||||||||
Vested | (105,078 | ) | 31.32 | |||||||
Forfeited | (119,263 | ) | 30.37 | |||||||
Nonvested stock at December 31, 2009 | 720,046 | 29.89 | ||||||||
Granted | 175,978 | 36.24 | ||||||||
Vested | (415,712 | ) | 28.82 | |||||||
Forfeited | (68,552 | ) | 32.66 | |||||||
Nonvested stock at December 31, 2010 | 411,760 | 33.22 | ||||||||
Granted | 105,463 | 54.74 | ||||||||
Vested | (185,447 | ) | 31.47 | |||||||
Forfeited | (13,364 | ) | 40.15 | |||||||
Nonvested stock at December 31, 2011 | 318,412 | $ | 41.08 | $ | 21.7 |
79
Weighted-Average | ||||||||
Target Number of | Grant Date | |||||||
Shares* | Fair Value | |||||||
Nonvested stock, at December 31, 2006 | — | $ | — | |||||
Granted | 504,638 | 30.77 | ||||||
Vested | — | — | ||||||
Forfeited | (27,000 | ) | 29.82 | |||||
Nonvested stock, at December 31, 2007 | 477,638 | 30.82 | ||||||
Granted | 83,229 | 37.82 | ||||||
Vested | (46,988 | ) | 30.13 | |||||
Forfeited | (127,999 | ) | 29.93 | |||||
Nonvested stock, at December 31, 2008 | 385,880 | 32.71 | ||||||
Granted | 5,642 | 18.67 | ||||||
Vested | (47,609 | ) | 30.75 | |||||
Forfeited | (38,318 | ) | 33.36 | |||||
Nonvested stock, at December 31, 2009 | 305,595 | $ | 32.67 | |||||
Number of Shares | Weighted-Average Grant Date Fair Value | |||||
Nonvested stock, at December 31, 2010 | — | $ | — | |||
Granted | 50,432 | 52.66 | ||||
Vested | — | — | ||||
Forfeited | (1,681 | ) | 52.62 | |||
Nonvested stock, at December 31, 2011 | 48,751 | $ | 52.66 |
80
Offering Date | Exercise Date | Received | ||||||||||||||||
Purchase | Date | Purchase | Shares | from | ||||||||||||||
Price | Issued | Price | Issued | Employees(i) | ||||||||||||||
In millions | ||||||||||||||||||
2010 offering | $ | 29.63 | — | $ | — | — | $ | — | ||||||||||
2009 offering | 26.78 | February 5, 2010 | 26.78 | 81,692 | 2.2 | |||||||||||||
2008 offering | 34.69 | February 5, 2009 | 16.79 | 71,830 | 1.2 |
Exercise Date | Received from Employees(i) | |||||||||||
Date Issued | Purchase Price | Shares Issued | ||||||||||
In millions | ||||||||||||
July 2011 offering | January 13, 2012 | $ | 54.55 | 22,760 | $ | 1.2 | ||||||
January 2011 offering | July 14, 2011 | 43.76 | 27,170 | 1.2 | ||||||||
July 2010 offering | January 14, 2011 | 32.49 | 32,220 | 1.0 | ||||||||
January 2010 offering | July 14, 2010 | 29.63 | 30,670 | 0.9 | ||||||||
2009 offering | February 5, 2010 | 26.78 | 81,692 | 2.2 |
(i) | Represents amounts received from employees through payroll deductions for share purchases under applicable offering. |
2010 | 2009 | 2008 | ||||||||||
Offering | Offering | Offering | ||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | ||||||
Expected volatility | 34 | % | 66 | % | 32 | % | ||||||
Risk free interest rate | 0.12 | % | 1.38 | % | 4.10 | % | ||||||
Expected life(years) | 0.5 | 1.0 | 1.0 | |||||||||
Fair value at grant date | $ | 6.49 | $ | 10.56 | $ | 9.32 |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||
Expected volatility | 22.72 | % | 31.00 | % | 66.00 | % | |||||
Risk-free interest rate | 0.18 | % | 0.21 | % | 1.38 | % | |||||
Expected term (years) | 0.5 | 0.5 | 1.0 | ||||||||
Weighted-average grant date fair value | $ | 8.87 | $ | 6.46 | $ | 10.56 |
Note 13. Postemployment Benefits |
81
Health and Welfare | Mexico Post-Employment Benefit | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |||||||||||||||||||
Service cost | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 2.5 | $ | 1.9 | $ | 2.0 | ||||||||||||
Interest cost | 0.3 | 0.4 | 0.4 | 1.4 | 1.4 | 1.2 | ||||||||||||||||||
Expected return on plan assets | — | — | — | — | — | — | ||||||||||||||||||
Actuarial (gain) loss(i) | (0.2 | ) | 0.2 | 0.1 | (3.6 | ) | 1.0 | (1.0 | ) | |||||||||||||||
Foreign currency (gain) loss | — | — | — | 0.7 | (3.8 | ) | — | |||||||||||||||||
Prior service credit(ii) | (0.3 | ) | (0.3 | ) | (0.3 | ) | — | — | — | |||||||||||||||
Net periodic cost (benefit) recognized | $ | (0.1 | ) | $ | 0.4 | $ | 0.3 | $ | 1.0 | $ | 0.5 | $ | 2.2 | |||||||||||
Health and Welfare | KCSM Post-Employment Benefit | ||||||||||||||||||||||
2011 | 2010 | 2009 | 2011 | 2010 | 2009 | ||||||||||||||||||
Service cost | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.9 | $ | 1.3 | $ | 2.5 | |||||||||||
Interest cost | 0.3 | 0.3 | 0.3 | 0.9 | 1.4 | 1.4 | |||||||||||||||||
Actuarial (gain) loss (i) | 1.6 | 0.8 | (0.2 | ) | 0.8 | (7.6 | ) | (3.6 | ) | ||||||||||||||
Foreign currency (gain) loss | — | — | — | (1.4 | ) | 0.9 | 0.7 | ||||||||||||||||
Prior service credit (ii) | (0.2 | ) | (0.3 | ) | (0.3 | ) | — | — | — | ||||||||||||||
Net periodic cost (benefit) recognized | $ | 1.8 | $ | 0.9 | $ | (0.1 | ) | $ | 1.2 | $ | (4.0 | ) | $ | 1.0 |
(i) | Net benefit costs above do not include a component for the amortization of actuarial gains or losses as the Company’s policy is to recognize such gains and losses immediately. |
(ii) | During 2005, the Company revised its medical plan to exclude prescription drug coverage available under Medicare part D. This negative plan amendment generated an unrecognized prior service benefit of |
Health and Welfare | Mexico Post-Employment Benefit | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Benefit obligation at beginning of year | $ | 7.0 | $ | 7.1 | $ | 16.0 | $ | 18.2 | ||||||||
Service cost | 0.1 | 0.1 | 2.5 | 1.9 | ||||||||||||
Interest cost | 0.3 | 0.4 | 1.4 | 1.4 | ||||||||||||
Actuarial (gain) loss | (0.3 | ) | 0.1 | (3.6 | ) | 1.0 | ||||||||||
Foreign currency (gain) loss | — | — | 0.7 | (3.8 | ) | |||||||||||
Benefits paid, net of retiree contributions(i) | (0.7 | ) | (0.7 | ) | (1.1 | ) | (1.5 | ) | ||||||||
Prior service cost | — | — | — | (1.2 | ) | |||||||||||
Benefit obligation at end of year | 6.4 | 7.0 | 15.9 | 16.0 | ||||||||||||
Fair value of plan assets at beginning of year | 0.3 | 0.5 | ||||||||||||||
Actual return on plan assets | — | — | ||||||||||||||
Benefits paid, net of contributions(i) | (0.2 | ) | (0.2 | ) | ||||||||||||
Fair value of plan assets at end of year | 0.1 | 0.3 | ||||||||||||||
Funded status | $ | (6.3 | ) | $ | (6.7 | ) | $ | (15.9 | ) | $ | (16.0 | ) | ||||
Health and Welfare | KCSM Post-Employment Benefit | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Benefit obligation at beginning of year | $ | 5.2 | $ | 6.4 | $ | 10.4 | $ | 15.9 | |||||||
Service cost | 0.1 | 0.1 | 0.9 | 1.3 | |||||||||||
Interest cost | 0.3 | 0.3 | 0.9 | 1.4 | |||||||||||
Actuarial (gain) loss | 1.6 | 0.8 | 0.8 | (7.6 | ) | ||||||||||
Foreign currency (gain) loss | — | — | (1.4 | ) | 0.9 | ||||||||||
Benefits paid, net of retiree contributions (i) | (0.8 | ) | (2.4 | ) | (1.6 | ) | (1.5 | ) | |||||||
Benefit obligation at end of year | 6.4 | 5.2 | 10.0 | 10.4 | |||||||||||
Fair value of plan assets at beginning of year | — | 0.1 | |||||||||||||
Actual return on plan assets | — | — | |||||||||||||
Benefits paid, net of contributions (i) | — | (0.1 | ) | ||||||||||||
Fair value of plan assets at end of year | — | — | |||||||||||||
Funded status | $ | (6.4 | ) | $ | (5.2 | ) | $ | (10.0 | ) | $ | (10.4 | ) |
(i) | Benefits paid reflected in the reconciliation of the benefit obligation include both medical and life insurance benefits, whereas benefits paid reflected in the reconciliation of the funded status include only life insurance benefits. Plan assets relate only to life insurance benefits. Medical benefits are funded as obligations become due. |
82
Mexico Post-Employment | ||||||||||||||||
Health and Welfare | Benefit | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Discount rate (U.S. and Mexico) | 5.25 | % | 6.00 | % | 8.50 | % | 8.00 | % | ||||||||
Rate of compensation increase | n/a | n/a | 4.50 | % | 4.50 | % |
Health and Welfare | KCSM Post-Employment Benefit | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Discount rate (U.S. and Mexico) | 4.00 | % | 5.25 | % | 8.00 | % | 8.25 | % | |||
Rate of compensation increase | n/a | n/a | 4.50 | % | 4.50 | % |
Mexico Post- | ||||||||||||||||
Employment | ||||||||||||||||
Health and Welfare | Benefit | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Discount rate | 6.00 | % | 6.00 | % | 8.50 | % | 8.00 | % | ||||||||
Expected long-term rate of return on plan assets | 3.00 | % | 3.00 | % | n/a | n/a | ||||||||||
Rate of compensation increase | n/a | n/a | 4.50 | % | 4.50 | % |
Health and Welfare | KCSM Post-Employment Benefit | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Discount rate | 5.25 | % | 5.25 | % | 8.00 | % | 8.25 | % | |||
Expected long-term rate of return on plan assets | n/a | n/a | n/a | n/a | |||||||
Rate of compensation increase | n/a | n/a | 4.50 | % | 4.50 | % |
2009 | 2008 | 2007 | ||||||||||
Health care trend rate for next year | 7.50 | % | 8.00 | % | 8.00 | % | ||||||
Ultimate trend rate | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Year that rate reaches ultimate rate | 2015 | 2015 | 2014 |
2011 | 2010 | 2009 | ||||||
Health care trend rate for next year | 8.50 | % | 9.00 | % | 7.50 | % | ||
Ultimate trend rate | 5.00 | % | 5.00 | % | 5.00 | % | ||
Year that rate reaches ultimate rate | 2020 | 2020 | 2015 |
Mexico | ||||||||
Health and | Post-Employment | |||||||
Year | Welfare | Benefit | ||||||
2010 | $ | 0.7 | $ | 0.6 | ||||
2011 | 0.8 | 0.6 | ||||||
2012 | 0.8 | 0.6 | ||||||
2013 | 0.7 | 0.6 | ||||||
2014 | 0.6 | 0.6 | ||||||
2015 - 2019 | 2.5 | 3.6 |
83
Year | Health and Welfare | KCSM Post-Employment Benefit | |||||
2012 | $ | 0.7 | $ | 0.8 | |||
2013 | 0.6 | 1.0 | |||||
2014 | 0.6 | 0.7 | |||||
2015 | 0.6 | 0.8 | |||||
2016 | 0.5 | 0.9 | |||||
2017-2021 | 2.0 | 5.9 |
Note 14. Commitments and Contingencies |
84
2009 | 2008 | |||||||
Balance at beginning of year | $ | 90.7 | $ | 90.0 | ||||
Accruals, net (includes the impact of actuarial studies) | 7.4 | 16.0 | ||||||
Payments | (11.2 | ) | (15.3 | ) | ||||
Balance at end of year | $ | 86.9 | $ | 90.7 | ||||
85
2011 | 2010 | ||||||
Balance at beginning of year | $ | 62.2 | $ | 86.9 | |||
Accruals | 10.7 | 14.9 | |||||
Change in estimate | (20.1 | ) | (23.4 | ) | |||
Payments | (12.7 | ) | (16.2 | ) | |||
Balance at end of year | $ | 40.1 | $ | 62.2 |
86
87
Note 15. Derivative Instruments |
89
Asset Derivatives | Liability Derivatives | |||||||||||
Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||
Derivatives designated as hedging instruments: | ||||||||||||
Interest rate contracts | Other current assets | $ | — | Accounts payable & accrued liabilities | $ | 3.2 | ||||||
Interest rate contracts | Other assets | — | Other non-current liabilities & deferred credits | 1.7 | ||||||||
Total derivatives designated as hedging instruments | $ | — | $ | 4.9 | ||||||||
Derivatives in Cash Flow Hedging Relationships | Amount of Gain/(Loss) Recognized in OCI on Derivative (Effective Portion) | Location of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||||||
Interest rate contracts | $ | — | $ | (0.7 | ) | Interest expense | $ | (0.4 | ) | $ | (5.1 | ) | Interest expense | $ | — | $ | — | ||||||||||
Total | $ | — | $ | (0.7 | ) | $ | (0.4 | ) | $ | (5.1 | ) | $ | — | $ | — |
Location of Gain/ | Amount of Gain/ | |||||||||||||||
(Loss) Recognized in | (Loss) Recognized in | |||||||||||||||
Amount of | Location of Gain/(Loss) | Amount of Gain/(Loss) | Income on Derivative | Income on Derivative | ||||||||||||
Gain/(Loss) | Reclassified from | Reclassified from | (Ineffective Portion | (Ineffective Portion | ||||||||||||
Derivatives in Cash | Recognized in OCI | Accumulated OCI into | Accumulated OCI into | and Amount Excluded | and Amount Excluded | |||||||||||
Flow Hedging | on Derivative | Income (Effective | Income (Effective | from Effectiveness | from Effectiveness | |||||||||||
Relationships | (Effective Portion) | Portion) | Portion) | Testing) | Testing) | |||||||||||
Interest rate contracts | $ | (3.4 | ) | Interest expense | $ | (4.5 | ) | Interest expense | $ | — | ||||||
Fuel swap contracts | 0.9 | Fuel expense | 0.9 | Fuel Expense | (2.0 | ) | ||||||||||
Total | $ | (2.5 | ) | $ | (3.6 | ) | $ | (2.0 | ) | |||||||
Location of Gain/(Loss) | Amount of Gain/(Loss) | |||||
Recognized in Income | Recognized in Income | |||||
Derivatives not Designated as Hedging Instruments | on Derivative | on Derivative | ||||
Fuel swap contracts | Fuel expense | $ | 0.7 | |||
Total | $ | 0.7 | ||||
90
Fourth | Third | Second | First | ||||||||||||
(In millions, except per share amounts) | |||||||||||||||
2011 | |||||||||||||||
Revenues | $ | 530.3 | $ | 544.5 | $ | 534.9 | $ | 488.6 | |||||||
Operating income | 150.4 | 181.8 | (i) | 151.6 | 127.8 | ||||||||||
Net income | 96.0 | 100.1 | 71.7 | 64.1 | |||||||||||
Net income attributable to Kansas City Southern and subsidiaries | 95.7 | 99.8 | 70.8 | 64.0 | |||||||||||
Per share data: | |||||||||||||||
Basic earnings per common share | $ | 0.87 | $ | 0.91 | $ | 0.65 | $ | 0.60 | |||||||
Diluted earnings per common share | 0.87 | 0.91 | 0.64 | 0.58 | |||||||||||
2010 | |||||||||||||||
Revenues | $ | 478.6 | $ | 438.3 | $ | 461.6 | $ | 436.3 | |||||||
Operating income | 135.1 | 116.0 | 127.2 | 108.2 | |||||||||||
Net income | 55.6 | 52.8 | 37.4 | 34.2 | |||||||||||
Net income attributable to Kansas City Southern and subsidiaries | 54.6 | 52.9 | 37.4 | 35.3 | |||||||||||
Per share data: | |||||||||||||||
Basic earnings per common share | $ | 0.51 | $ | 0.49 | $ | 0.35 | $ | 0.34 | |||||||
Diluted earnings per common share | 0.50 | 0.48 | 0.34 | 0.34 |
Fourth | Third | Second | First | |||||||||||||
In millions, except per share amounts | ||||||||||||||||
2009 | ||||||||||||||||
Revenues | $ | 406.8 | $ | 386.1 | $ | 341.3 | $ | 346.0 | ||||||||
Operating income | 91.9 | 84.4 | 43.4 | 48.5 | ||||||||||||
Net income (loss) | 34.9 | 29.0 | 7.3 | (2.2 | ) | |||||||||||
Net income (loss) attributable to Kansas City Southern and subsidiaries | 34.7 | 28.6 | 6.8 | (2.1 | ) | |||||||||||
Per share data: | ||||||||||||||||
Basic earnings (loss) per common share | $ | 0.33 | $ | 0.27 | $ | 0.07 | $ | (0.08 | ) | |||||||
Diluted earnings (loss) per common share | 0.33 | 0.27 | 0.07 | (0.08 | ) | |||||||||||
Dividends per share: | ||||||||||||||||
$25 par preferred stock | $ | 0.25 | $ | 0.25 | $ | 0.25 | $ | 0.25 | ||||||||
$1 par series D preferred stock | 12.81 | 12.81 | — | 25.62 | ||||||||||||
Stock price ranges: | ||||||||||||||||
$25 par preferred: | ||||||||||||||||
— High | $ | 22.90 | $ | 21.00 | $ | 22.00 | $ | 21.00 | ||||||||
— Low | 19.55 | 17.50 | 17.68 | 14.27 | ||||||||||||
Common: | ||||||||||||||||
— High | $ | 34.57 | $ | 29.19 | $ | 17.98 | $ | 23.54 | ||||||||
— Low | 22.57 | 14.75 | 12.25 | 12.47 | ||||||||||||
2008 | ||||||||||||||||
Revenues | $ | 423.8 | $ | 491.5 | $ | 486.2 | $ | 450.6 | ||||||||
Operating income | 91.2 | 111.0 | 104.6 | 83.4 | ||||||||||||
Net income | 39.2 | 51.7 | 55.5 | 37.8 | ||||||||||||
Net income attributable to Kansas City Southern and subsidiaries | 39.2 | 51.6 | 55.4 | 37.7 | ||||||||||||
Per share data: | ||||||||||||||||
Basic earnings per common share | $ | 0.40 | $ | 0.55 | $ | 0.64 | $ | 0.43 | ||||||||
Diluted earnings per common share | 0.40 | 0.52 | 0.56 | 0.39 | ||||||||||||
Dividends per share: | ||||||||||||||||
$25 par preferred stock | $ | 0.25 | $ | 0.25 | $ | 0.25 | $ | 0.25 | ||||||||
$1 par series C preferred stock | — | — | 5.31 | 5.31 | ||||||||||||
$1 par series D preferred stock | 12.81 | 12.81 | 12.81 | 12.81 | ||||||||||||
Stock price ranges: | ||||||||||||||||
$25 par preferred: | ||||||||||||||||
— High | $ | 22.20 | $ | 24.50 | $ | 23.60 | $ | 26.00 | ||||||||
— Low | 17.55 | 20.00 | 22.00 | 20.95 | ||||||||||||
Common: | ||||||||||||||||
— High | $ | 44.38 | $ | 55.90 | $ | 50.66 | $ | 41.55 | ||||||||
— Low | 15.71 | 40.05 | 39.01 | 29.00 |
91
Note 17. Condensed Consolidating Financial Information |
2009 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Revenues | $ | — | $ | 753.4 | $ | 17.8 | $ | 739.8 | $ | (30.8 | ) | $ | 1,480.2 | |||||||||||
Operating expenses | 4.1 | 602.5 | 18.8 | 619.9 | (33.3 | ) | 1,212.0 | |||||||||||||||||
Operating income (loss) | (4.1 | ) | 150.9 | (1.0 | ) | 119.9 | 2.5 | 268.2 | ||||||||||||||||
Equity in net earnings of unconsolidated affiliates | 72.3 | 3.2 | — | 17.8 | (85.6 | ) | 7.7 | |||||||||||||||||
Interest income (expense) | (0.2 | ) | (64.8 | ) | 1.6 | (113.5 | ) | 3.2 | (173.7 | ) | ||||||||||||||
Debt retirement costs | — | (5.3 | ) | — | (0.6 | ) | — | (5.9 | ) | |||||||||||||||
Foreign exchange gain | — | — | — | 2.1 | — | 2.1 | ||||||||||||||||||
Other income, net | 0.7 | 6.6 | — | 3.6 | (5.7 | ) | 5.2 | |||||||||||||||||
Income before income taxes and noncontrolling interest | 68.7 | 90.6 | 0.6 | 29.3 | (85.6 | ) | 103.6 | |||||||||||||||||
Income tax expense | 0.7 | 31.3 | 0.4 | 2.2 | — | 34.6 | ||||||||||||||||||
Net income | 68.0 | 59.3 | 0.2 | 27.1 | (85.6 | ) | 69.0 | |||||||||||||||||
Noncontrolling interest | — | — | — | 1.0 | — | 1.0 | ||||||||||||||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 68.0 | $ | 59.3 | $ | 0.2 | $ | 26.1 | $ | (85.6 | ) | $ | 68.0 | |||||||||||
2011 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Revenues | $ | — | $ | 1,030.6 | $ | 24.0 | $ | 1,074.7 | $ | (31.0 | ) | $ | 2,098.3 | ||||||||||
Operating expenses | 4.0 | 765.5 | 27.2 | 723.5 | (33.5 | ) | 1,486.7 | ||||||||||||||||
Operating income (loss) | (4.0 | ) | 265.1 | (3.2 | ) | 351.2 | 2.5 | 611.6 | |||||||||||||||
Equity in net earnings of unconsolidated affiliates | 309.2 | 2.6 | — | 197.3 | (490.9 | ) | 18.2 | ||||||||||||||||
Interest expense | (0.1 | ) | (88.8 | ) | — | (83.8 | ) | 43.6 | (129.1 | ) | |||||||||||||
Debt retirement costs | — | (28.4 | ) | — | (10.3 | ) | — | (38.7 | ) | ||||||||||||||
Foreign exchange loss | — | — | — | (9.2 | ) | — | (9.2 | ) | |||||||||||||||
Other income, net | 39.7 | 5.4 | 0.1 | 3.2 | (46.2 | ) | 2.2 | ||||||||||||||||
Income (loss) before income taxes | 344.8 | 155.9 | (3.1 | ) | 448.4 | (491.0 | ) | 455.0 | |||||||||||||||
Income tax expense (benefit) | 14.5 | 55.5 | (1.8 | ) | 54.9 | — | 123.1 | ||||||||||||||||
Net income (loss) | 330.3 | 100.4 | (1.3 | ) | 393.5 | (491.0 | ) | 331.9 | |||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | — | 1.6 | — | 1.6 | |||||||||||||||||
Net income (loss) attributable to Kansas City Southern and subsidiaries | $ | 330.3 | $ | 100.4 | $ | (1.3 | ) | $ | 391.9 | $ | (491.0 | ) | $ | 330.3 |
92
2010 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Revenues | $ | — | $ | 898.4 | $ | 22.0 | $ | 921.4 | $ | (27.0 | ) | $ | 1,814.8 | ||||||||||
Operating expenses | 4.2 | 666.3 | 24.5 | 662.8 | (29.5 | ) | 1,328.3 | ||||||||||||||||
Operating income (loss) | (4.2 | ) | 232.1 | (2.5 | ) | 258.6 | 2.5 | 486.5 | |||||||||||||||
Equity in net earnings of unconsolidated affiliates | 160.1 | 6.4 | — | 79.4 | (226.2 | ) | 19.7 | ||||||||||||||||
Interest expense | (0.2 | ) | (99.3 | ) | 0.3 | (100.9 | ) | 42.0 | (158.1 | ) | |||||||||||||
Debt retirement costs | — | (15.8 | ) | — | (52.5 | ) | — | (68.3 | ) | ||||||||||||||
Foreign exchange gain | — | — | — | 4.7 | — | 4.7 | |||||||||||||||||
Other income, net | 38.9 | 7.6 | — | 3.4 | (45.2 | ) | 4.7 | ||||||||||||||||
Income (loss) before income taxes | 194.6 | 131.0 | (2.2 | ) | 192.7 | (226.9 | ) | 289.2 | |||||||||||||||
Income tax expense (benefit) | 13.8 | 48.3 | (0.8 | ) | 47.9 | — | 109.2 | ||||||||||||||||
Net income (loss) | 180.8 | 82.7 | (1.4 | ) | 144.8 | (226.9 | ) | 180.0 | |||||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | — | (0.2 | ) | — | (0.2 | ) | |||||||||||||||
Net income (loss) attributable to Kansas City Southern and subsidiaries | $ | 180.8 | $ | 82.7 | $ | (1.4 | ) | $ | 145.0 | $ | (226.9 | ) | $ | 180.2 |
2008 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Revenues | $ | — | $ | 925.4 | $ | 15.1 | $ | 944.7 | $ | (33.1 | ) | $ | 1,852.1 | |||||||||||
Operating expenses | 8.1 | 749.9 | 23.7 | 715.4 | (35.2 | ) | 1,461.9 | |||||||||||||||||
Operating income (loss) | (8.1 | ) | 175.5 | (8.6 | ) | 229.3 | 2.1 | 390.2 | ||||||||||||||||
Equity in net earnings of unconsolidated affiliates | 190.5 | 4.0 | — | 16.7 | (193.2 | ) | 18.0 | |||||||||||||||||
Interest income (expense) | 3.8 | (57.8 | ) | 1.6 | (90.2 | ) | 3.7 | (138.9 | ) | |||||||||||||||
Debt retirement costs | — | (5.6 | ) | — | — | — | (5.6 | ) | ||||||||||||||||
Foreign exchange loss | — | — | — | (21.0 | ) | — | (21.0 | ) | ||||||||||||||||
Other income (expense), net | (1.1 | ) | 6.8 | — | 6.1 | (5.8 | ) | 6.0 | ||||||||||||||||
Income (loss) before income taxes and noncontrolling interest | 185.1 | 122.9 | (7.0 | ) | 140.9 | (193.2 | ) | 248.7 | ||||||||||||||||
Income tax expense (benefit) | 0.9 | 42.7 | (3.7 | ) | 24.6 | — | 64.5 | |||||||||||||||||
Net income (loss) | 184.2 | 80.2 | (3.3 | ) | 116.3 | (193.2 | ) | 184.2 | ||||||||||||||||
Noncontrolling interest | 0.3 | — | — | — | — | 0.3 | ||||||||||||||||||
Net income (loss) attributable to Kansas City Southern and subsidiaries | $ | 183.9 | $ | 80.2 | $ | (3.3 | ) | $ | 116.3 | $ | (193.2 | ) | $ | 183.9 | ||||||||||
2009 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Revenues | $ | — | $ | 753.4 | $ | 17.8 | $ | 739.8 | $ | (30.8 | ) | $ | 1,480.2 | ||||||||||
Operating expenses | 4.1 | 602.9 | 18.8 | 620.9 | (33.3 | ) | 1,213.4 | ||||||||||||||||
Operating income (loss) | (4.1 | ) | 150.5 | (1.0 | ) | 118.9 | 2.5 | 266.8 | |||||||||||||||
Equity in net earnings of unconsolidated affiliates | 71.4 | 3.2 | — | 17.8 | (84.7 | ) | 7.7 | ||||||||||||||||
Interest expense | (0.2 | ) | (64.8 | ) | 1.6 | (113.5 | ) | 3.2 | (173.7 | ) | |||||||||||||
Debt retirement costs | — | (5.3 | ) | — | (0.6 | ) | — | (5.9 | ) | ||||||||||||||
Foreign exchange gain | — | — | — | 2.1 | — | 2.1 | |||||||||||||||||
Other income, net | 0.7 | 6.6 | — | 3.6 | (5.7 | ) | 5.2 | ||||||||||||||||
Income before income taxes | 67.8 | 90.2 | 0.6 | 28.3 | (84.7 | ) | 102.2 | ||||||||||||||||
Income tax expense | 0.7 | 31.1 | 0.4 | 1.9 | — | 34.1 | |||||||||||||||||
Net income | 67.1 | 59.1 | 0.2 | 26.4 | (84.7 | ) | 68.1 | ||||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | — | 1.0 | — | 1.0 | |||||||||||||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 67.1 | $ | 59.1 | $ | 0.2 | $ | 25.4 | $ | (84.7 | ) | $ | 67.1 |
2007 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Revenues | $ | — | $ | 807.8 | $ | 37.2 | $ | 928.4 | $ | (30.6 | ) | $ | 1,742.8 | |||||||||||
Operating expenses | 21.3 | 682.0 | 19.4 | 687.0 | (29.3 | ) | 1,380.4 | |||||||||||||||||
Operating income (loss) | (21.3 | ) | 125.8 | 17.8 | 241.4 | (1.3 | ) | 362.4 | ||||||||||||||||
Equity in net earnings (losses) of unconsolidated affiliates | 180.1 | 15.4 | — | 9.3 | (193.4 | ) | 11.4 | |||||||||||||||||
Interest income (expense) | (2.5 | ) | (62.9 | ) | (1.3 | ) | (91.8 | ) | 1.8 | (156.7 | ) | |||||||||||||
Debt retirement costs | — | — | — | (6.9 | ) | — | (6.9 | ) | ||||||||||||||||
Foreign exchange loss | — | — | — | (0.9 | ) | — | (0.9 | ) | ||||||||||||||||
Other income (expense), net | (0.5 | ) | 5.8 | — | 7.2 | (0.5 | ) | 12.0 | ||||||||||||||||
Income before income taxes and noncontrolling interest | 155.8 | 84.1 | 16.5 | 158.3 | (193.4 | ) | 221.3 | |||||||||||||||||
Income tax expense | 1.6 | 16.9 | 7.1 | 41.5 | — | 67.1 | ||||||||||||||||||
Net income | 154.2 | 67.2 | 9.4 | 116.8 | (193.4 | ) | 154.2 | |||||||||||||||||
Noncontrolling interest | 0.4 | — | — | — | — | 0.4 | ||||||||||||||||||
Net income attributable to Kansas City Southern and subsidiaries | $ | 153.8 | $ | 67.2 | $ | 9.4 | $ | 116.8 | $ | (193.4 | ) | $ | 153.8 | |||||||||||
93
December 31, 2009 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Current assets | $ | 0.5 | $ | 219.1 | $ | 3.4 | $ | 428.8 | $ | (38.0 | ) | $ | 613.8 | |||||||||||
Investments held for operating purposes and affiliate investment | 1,577.8 | 31.7 | 1.9 | 1,616.0 | (3,180.6 | ) | 46.8 | |||||||||||||||||
Property and equipment (including concession assets), net | — | 1,734.1 | 212.4 | 2,800.7 | — | 4,747.2 | ||||||||||||||||||
Other assets | 1.3 | 42.0 | — | 90.9 | (62.9 | ) | 71.3 | |||||||||||||||||
Total assets | $ | 1,579.6 | $ | 2,026.9 | $ | 217.7 | $ | 4,936.4 | $ | (3,281.5 | ) | $ | 5,479.1 | |||||||||||
Liabilities and equity: | ||||||||||||||||||||||||
Current liabilities | $ | (455.7 | ) | $ | 567.6 | $ | 124.0 | $ | 211.7 | $ | (36.8 | ) | $ | 410.8 | ||||||||||
Long-term debt | 0.2 | 793.8 | 0.4 | 1,147.5 | (30.0 | ) | 1,911.9 | |||||||||||||||||
Deferred income taxes | (27.8 | ) | 423.1 | 79.6 | 92.2 | — | 567.1 | |||||||||||||||||
Other liabilities | 4.1 | 142.0 | 3.0 | 132.7 | (34.1 | ) | 247.7 | |||||||||||||||||
Stockholders’ equity | 2,058.8 | 69.0 | 10.7 | 3,069.5 | (3,149.2 | ) | 2,058.8 | |||||||||||||||||
Noncontrolling interest | — | 31.4 | — | 282.8 | (31.4 | ) | 282.8 | |||||||||||||||||
Total liabilities and equity | $ | 1,579.6 | $ | 2,026.9 | $ | 217.7 | $ | 4,936.4 | $ | (3,281.5 | ) | $ | 5,479.1 | |||||||||||
December 31, 2011 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Assets: | |||||||||||||||||||||||
Current assets | $ | 0.7 | $ | 296.0 | $ | 4.9 | $ | 434.2 | $ | (93.3 | ) | $ | 642.5 | ||||||||||
Investments | — | 24.6 | — | 25.8 | — | 50.4 | |||||||||||||||||
Investments in consolidated subsidiaries | 1,885.6 | 1.1 | 1.9 | 1,555.9 | (3,444.5 | ) | — | ||||||||||||||||
Restricted funds | — | — | — | 21.7 | — | 21.7 | |||||||||||||||||
Property and equipment (including concession assets), net | — | 2,086.4 | 210.6 | 3,052.5 | — | 5,349.5 | |||||||||||||||||
Other assets | 1.2 | 265.3 | — | 134.1 | (291.7 | ) | 108.9 | ||||||||||||||||
Total assets | $ | 1,887.5 | $ | 2,673.4 | $ | 217.4 | $ | 5,224.2 | $ | (3,829.5 | ) | $ | 6,173.0 | ||||||||||
Liabilities and equity: | |||||||||||||||||||||||
Current liabilities | $ | (880.4 | ) | $ | 1,025.9 | $ | 132.5 | $ | 252.7 | $ | (93.3 | ) | $ | 437.4 | |||||||||
Long-term debt | 0.2 | 615.4 | 0.3 | 1,204.3 | (217.4 | ) | 1,602.8 | ||||||||||||||||
Deferred income taxes | (1.8 | ) | 571.2 | 76.3 | 215.7 | — | 861.4 | ||||||||||||||||
Other liabilities | 4.4 | 184.9 | 0.4 | 97.3 | (74.3 | ) | 212.7 | ||||||||||||||||
Stockholders’ equity | 2,765.1 | 276.0 | 7.9 | 3,160.0 | (3,444.5 | ) | 2,764.5 | ||||||||||||||||
Noncontrolling interest | — | — | — | 294.2 | — | 294.2 | |||||||||||||||||
Total liabilities and equity | $ | 1,887.5 | $ | 2,673.4 | $ | 217.4 | $ | 5,224.2 | $ | (3,829.5 | ) | $ | 6,173.0 |
December 31, 2008 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Current assets | $ | 21.9 | $ | 354.0 | $ | 3.4 | $ | 319.6 | $ | (13.3 | ) | $ | 685.6 | |||||||||||
Investments held for operating purposes and affiliate investment | 2,280.4 | 45.2 | 1.8 | 722.8 | (2,989.7 | ) | 60.5 | |||||||||||||||||
Property and equipment (including concession assets), net | — | 1,593.6 | 213.4 | 2,791.4 | — | 4,598.4 | ||||||||||||||||||
Deferred income taxes | — | — | — | 36.4 | — | 36.4 | ||||||||||||||||||
Other assets | 1.0 | 37.6 | — | 33.5 | (13.8 | ) | 58.3 | |||||||||||||||||
Total assets | $ | 2,303.3 | $ | 2,030.4 | $ | 218.6 | $ | 3,903.7 | $ | (3,016.8 | ) | $ | 5,439.2 | |||||||||||
Liabilities and equity: | ||||||||||||||||||||||||
Current liabilities | $ | 415.1 | $ | 391.8 | $ | 120.7 | $ | 178.1 | $ | (12.9 | ) | $ | 1,092.8 | |||||||||||
Long-term debt | 0.2 | 454.1 | 0.6 | 993.8 | — | 1,448.7 | ||||||||||||||||||
Deferred income taxes | (27.5 | ) | 367.7 | 79.4 | 72.8 | — | 492.4 | |||||||||||||||||
Other liabilities | 4.0 | 134.3 | 7.5 | 88.5 | (14.2 | ) | 220.1 | |||||||||||||||||
Stockholders’ equity | 1,911.5 | 651.1 | 10.4 | 2,296.8 | (2,958.3 | ) | 1,911.5 | |||||||||||||||||
Noncontrolling interest | — | 31.4 | — | 273.7 | (31.4 | ) | 273.7 | |||||||||||||||||
Total liabilities and equity | $ | 2,303.3 | $ | 2,030.4 | $ | 218.6 | $ | 3,903.7 | $ | (3,016.8 | ) | $ | 5,439.2 | |||||||||||
December 31, 2010 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Assets: | |||||||||||||||||||||||
Current assets | $ | 0.5 | $ | 212.6 | $ | 3.9 | $ | 390.2 | $ | (31.0 | ) | $ | 576.2 | ||||||||||
Investments | — | 28.2 | — | 18.2 | — | 46.4 | |||||||||||||||||
Investments in consolidated subsidiaries | 1,855.8 | 1.7 | 1.9 | 1,708.7 | (3,568.1 | ) | — | ||||||||||||||||
Restricted funds | — | — | — | 22.0 | — | 22.0 | |||||||||||||||||
Property and equipment (including concession assets), net | — | 1,829.3 | 213.7 | 2,859.4 | — | 4,902.4 | |||||||||||||||||
Other assets | 1.4 | 52.1 | — | 88.1 | (47.7 | ) | 93.9 | ||||||||||||||||
Total assets | $ | 1,857.7 | $ | 2,123.9 | $ | 219.5 | $ | 5,086.6 | $ | (3,646.8 | ) | $ | 5,640.9 | ||||||||||
Liabilities and equity: | |||||||||||||||||||||||
Current liabilities | $ | (562.8 | ) | $ | 631.7 | $ | 131.4 | $ | 233.3 | $ | (12.5 | ) | $ | 421.1 | |||||||||
Long-term debt | 0.2 | 704.1 | 0.4 | 916.9 | — | 1,621.6 | |||||||||||||||||
Deferred income taxes | (15.6 | ) | 462.6 | 78.2 | 129.3 | — | 654.5 | ||||||||||||||||
Other liabilities | 4.2 | 150.1 | 0.3 | 141.6 | (66.2 | ) | 230.0 | ||||||||||||||||
Stockholders’ equity | 2,431.7 | 175.4 | 9.2 | 3,382.9 | (3,568.1 | ) | 2,431.1 | ||||||||||||||||
Noncontrolling interest | — | — | — | 282.6 | — | 282.6 | |||||||||||||||||
Total liabilities and equity | $ | 1,857.7 | $ | 2,123.9 | $ | 219.5 | $ | 5,086.6 | $ | (3,646.8 | ) | $ | 5,640.9 |
2009 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Operating activities: | ||||||||||||||||||||||||
Excluding intercompany activity | $ | 787.6 | $ | (513.0 | ) | $ | 3.4 | $ | 18.1 | $ | (3.2 | ) | $ | 292.9 | ||||||||||
Intercompany activity | (855.5 | ) | 773.8 | 2.8 | 78.9 | — | — | |||||||||||||||||
Net cash provided (used) | (67.9 | ) | 260.8 | 6.2 | 97.0 | (3.2 | ) | 292.9 | ||||||||||||||||
Investing activities: | ||||||||||||||||||||||||
Capital expenditures | — | (197.4 | ) | (5.2 | ) | (148.0 | ) | 1.4 | (349.2 | ) | ||||||||||||||
Return of investment | — | — | — | 101.0 | (101.0 | ) | — | |||||||||||||||||
Property investments in MSLLC | — | — | — | (22.0 | ) | — | (22.0 | ) | ||||||||||||||||
Other investing activities | — | 10.9 | (0.9 | ) | (35.4 | ) | 50.2 | 24.8 | ||||||||||||||||
Net cash used | — | (186.5 | ) | (6.1 | ) | (104.4 | ) | (49.4 | ) | (346.4 | ) | |||||||||||||
Financing activities: | ||||||||||||||||||||||||
Proceeds from issuance of long-term debt | 0.8 | 51.0 | — | 189.0 | (38.7 | ) | 202.1 | |||||||||||||||||
Repayment of long-term debt | (0.4 | ) | (285.4 | ) | — | (42.0 | ) | 8.7 | (319.1 | ) | ||||||||||||||
Proceeds from common stock issuance | 73.9 | — | — | — | — | 73.9 | ||||||||||||||||||
Other financing activities | (6.5 | ) | (5.1 | ) | — | (86.8 | ) | 82.6 | (15.8 | ) | ||||||||||||||
Net cash provided (used) | 67.8 | (239.5 | ) | — | 60.2 | 52.6 | (58.9 | ) | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||||
Net increase (decrease) | (0.1 | ) | (165.2 | ) | 0.1 | 52.8 | — | (112.4 | ) | |||||||||||||||
At beginning of year | — | 177.9 | 0.2 | 51.8 | — | 229.9 | ||||||||||||||||||
At end of year | $ | (0.1 | ) | $ | 12.7 | $ | 0.3 | $ | 104.6 | $ | — | $ | 117.5 | |||||||||||
2011 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Operating activities: | |||||||||||||||||||||||
Net cash provided (used) | $ | (77.8 | ) | $ | 420.0 | $ | 7.6 | $ | 288.2 | $ | — | $ | 638.0 | ||||||||||
Investing activities: | |||||||||||||||||||||||
Capital expenditures | — | (295.7 | ) | (7.6 | ) | (191.7 | ) | — | (495.0 | ) | |||||||||||||
Return of investment | 84.4 | — | — | — | (84.4 | ) | — | ||||||||||||||||
Property investments in MSLLC | — | — | — | (33.3 | ) | — | (33.3 | ) | |||||||||||||||
Other investing activities | (6.0 | ) | (5.0 | ) | — | 22.9 | 6.0 | 17.9 | |||||||||||||||
Net cash provided (used) | 78.4 | (300.7 | ) | (7.6 | ) | (202.1 | ) | (78.4 | ) | (510.4 | ) | ||||||||||||
Financing activities: | |||||||||||||||||||||||
Proceeds from issuance of long-term debt | — | 350.0 | — | 200.0 | — | 550.0 | |||||||||||||||||
Repayment of long-term debt | — | (437.1 | ) | — | (216.2 | ) | — | (653.3 | ) | ||||||||||||||
Distribution to affiliate | — | — | — | (84.4 | ) | 84.4 | — | ||||||||||||||||
Other financing activities | (0.7 | ) | (21.0 | ) | — | (9.6 | ) | (6.0 | ) | (37.3 | ) | ||||||||||||
Net cash used | (0.7 | ) | (108.1 | ) | — | (110.2 | ) | 78.4 | (140.6 | ) | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||||||||
Net increase (decrease) | (0.1 | ) | 11.2 | — | (24.1 | ) | — | (13.0 | ) | ||||||||||||||
At beginning of year | 0.1 | 37.8 | — | 47.5 | — | 85.4 | |||||||||||||||||
At end of year | $ | — | $ | 49.0 | $ | — | $ | 23.4 | $ | — | $ | 72.4 |
2008 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Operating activities: | ||||||||||||||||||||||||
Excluding intercompany activity | $ | (55.9 | ) | $ | 216.8 | $ | (7.0 | ) | $ | 266.2 | $ | (7.1 | ) | $ | 413.0 | |||||||||
Intercompany activity | 57.2 | 18.5 | 8.0 | (83.7 | ) | — | — | |||||||||||||||||
Net cash provided | 1.3 | 235.3 | 1.0 | 182.5 | (7.1 | ) | 413.0 | |||||||||||||||||
Investing activities: | ||||||||||||||||||||||||
Capital expenditures | — | (308.5 | ) | (0.7 | ) | (224.6 | ) | — | (533.8 | ) | ||||||||||||||
Proceeds from disposal of property | — | 17.7 | — | 3.2 | — | 20.9 | ||||||||||||||||||
Contribution from NS for MSLLC | — | — | — | 27.0 | — | 27.0 | ||||||||||||||||||
Property investments in MSLLC | — | — | — | (30.4 | ) | — | (30.4 | ) | ||||||||||||||||
Other investing activities | 0.5 | 2.9 | (0.2 | ) | (24.9 | ) | — | (21.7 | ) | |||||||||||||||
Net cash provided (used) | 0.5 | (287.9 | ) | (0.9 | ) | (249.7 | ) | — | (538.0 | ) | ||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Proceeds from issuance of long- term debt | — | 455.2 | — | 124.9 | — | 580.1 | ||||||||||||||||||
Repayment of long-term debt | (0.6 | ) | (236.4 | ) | — | (25.8 | ) | — | (262.8 | ) | ||||||||||||||
Other financing activities | (1.0 | ) | (15.9 | ) | — | (8.1 | ) | 7.1 | (17.9 | ) | ||||||||||||||
Net cash provided (used) | (1.6 | ) | 202.9 | — | 91.0 | 7.1 | 299.4 | |||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||||
Net increase | 0.2 | 150.3 | 0.1 | 23.8 | — | 174.4 | ||||||||||||||||||
At beginning of year | (0.2 | ) | 27.6 | 0.1 | 28.0 | — | 55.5 | |||||||||||||||||
At end of year | $ | — | $ | 177.9 | $ | 0.2 | $ | 51.8 | $ | — | $ | 229.9 | ||||||||||||
2010 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Operating activities: | |||||||||||||||||||||||
Net cash provided (used) | $ | (70.6 | ) | $ | 343.9 | $ | 4.6 | $ | 218.4 | $ | — | $ | 496.3 | ||||||||||
Investing activities: | |||||||||||||||||||||||
Capital expenditures | — | (161.4 | ) | (5.0 | ) | (120.9 | ) | — | (287.3 | ) | |||||||||||||
Acquisition of an intermodal facility, net of cash acquired | — | — | — | (25.0 | ) | — | (25.0 | ) | |||||||||||||||
Property investments in MSLLC | — | — | — | (25.2 | ) | — | (25.2 | ) | |||||||||||||||
Proceeds from sale (acquisition) of Mexrail, Inc. | (41.0 | ) | — | — | 41.0 | — | — | ||||||||||||||||
Distribution to affiliates | (95.0 | ) | — | — | — | 95.0 | — | ||||||||||||||||
Other investing activities | — | 5.1 | 0.1 | 50.8 | (30.0 | ) | 26.0 | ||||||||||||||||
Net cash used | (136.0 | ) | (156.3 | ) | (4.9 | ) | (79.3 | ) | 65.0 | (311.5 | ) | ||||||||||||
Financing activities: | |||||||||||||||||||||||
Proceeds from issuance of long-term debt | — | — | — | 480.7 | — | 480.7 | |||||||||||||||||
Repayment of long-term debt | (0.4 | ) | (152.1 | ) | — | (717.2 | ) | 30.0 | (839.7 | ) | |||||||||||||
Proceeds from common stock issuance | 214.9 | — | — | — | — | 214.9 | |||||||||||||||||
Debt costs | — | (10.4 | ) | — | (54.7 | ) | — | (65.1 | ) | ||||||||||||||
Contribution from affiliates | — | — | — | 95.0 | (95.0 | ) | — | ||||||||||||||||
Other financing activities | (7.7 | ) | — | — | — | — | (7.7 | ) | |||||||||||||||
Net cash provided (used) | 206.8 | (162.5 | ) | — | (196.2 | ) | (65.0 | ) | (216.9 | ) | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||||||||
Net increase (decrease) | 0.2 | 25.1 | (0.3 | ) | (57.1 | ) | — | (32.1 | ) | ||||||||||||||
At beginning of year | (0.1 | ) | 12.7 | 0.3 | 104.6 | — | 117.5 | ||||||||||||||||
At end of year | $ | 0.1 | $ | 37.8 | $ | — | $ | 47.5 | $ | — | $ | 85.4 |
96
2007 | ||||||||||||||||||||||||
Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||||||||||
Parent | KCSR | Subsidiaries | Subsidiaries | Adjustments | KCS | |||||||||||||||||||
Operating activities: | ||||||||||||||||||||||||
Excluding intercompany activity | $ | 12.2 | $ | 32.5 | $ | 24.3 | $ | 298.8 | $ | — | $ | 367.8 | ||||||||||||
Intercompany activity | 61.7 | 14.7 | (27.9 | ) | (48.5 | ) | — | — | ||||||||||||||||
Net cash provided | 73.9 | 47.2 | (3.6 | ) | 250.3 | — | 367.8 | |||||||||||||||||
Investing activities: | ||||||||||||||||||||||||
Capital expenditures | — | (156.4 | ) | 3.7 | (244.1 | ) | — | (396.8 | ) | |||||||||||||||
Contribution from NS for MSLLC | — | — | — | 143.4 | — | 143.4 | ||||||||||||||||||
Property investments in MSLLC | — | — | — | (118.0 | ) | — | (118.0 | ) | ||||||||||||||||
Other investing activities | — | 18.7 | — | (14.1 | ) | — | 4.6 | |||||||||||||||||
Net cash used | — | (137.7 | ) | 3.7 | (232.8 | ) | — | (366.8 | ) | |||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Proceeds from issuance of long- term debt | — | 105.0 | — | 221.6 | — | 326.6 | ||||||||||||||||||
Repayment of long-term debt | (54.1 | ) | (19.6 | ) | — | (237.6 | ) | — | (311.3 | ) | ||||||||||||||
Other financing activities | (20.2 | ) | (3.5 | ) | — | (16.1 | ) | — | (39.8 | ) | ||||||||||||||
Net cash provided (used) | (74.3 | ) | 81.9 | — | (32.1 | ) | — | (24.5 | ) | |||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||||
Net increase (decrease) | (0.4 | ) | (8.6 | ) | 0.1 | (14.6 | ) | — | (23.5 | ) | ||||||||||||||
At beginning of year | 0.2 | 36.2 | — | 42.6 | — | 79.0 | ||||||||||||||||||
At end of year | $ | (0.2 | ) | $ | 27.6 | $ | 0.1 | $ | 28.0 | $ | — | $ | 55.5 | |||||||||||
2009 | |||||||||||||||||||||||
Parent | KCSR | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated KCS | ||||||||||||||||||
Operating activities: | |||||||||||||||||||||||
Net cash provided (used) | $ | (67.9 | ) | $ | 259.7 | $ | 6.2 | $ | 95.7 | $ | (3.2 | ) | $ | 290.5 | |||||||||
Investing activities: | |||||||||||||||||||||||
Capital expenditures | — | (292.4 | ) | (5.2 | ) | (50.6 | ) | 1.4 | (346.8 | ) | |||||||||||||
Return of investment | — | — | — | 101.0 | (101.0 | ) | — | ||||||||||||||||
Property investments in MSLLC | — | — | — | (22.0 | ) | — | (22.0 | ) | |||||||||||||||
Other investing activities | — | 107.0 | (0.9 | ) | (131.5 | ) | 50.2 | 24.8 | |||||||||||||||
Net cash used | — | (185.4 | ) | (6.1 | ) | (103.1 | ) | (49.4 | ) | (344.0 | ) | ||||||||||||
Financing activities: | |||||||||||||||||||||||
Proceeds from issuance of long- term debt | 0.8 | 51.0 | — | 189.0 | (38.7 | ) | 202.1 | ||||||||||||||||
Repayment of long-term debt | (0.4 | ) | (285.4 | ) | — | (42.0 | ) | 8.7 | (319.1 | ) | |||||||||||||
Proceeds from common stock issuance | 73.9 | — | — | — | — | 73.9 | |||||||||||||||||
Other financing activities | (6.5 | ) | (5.1 | ) | — | (86.8 | ) | 82.6 | (15.8 | ) | |||||||||||||
Net cash provided (used) | 67.8 | (239.5 | ) | — | 60.2 | 52.6 | (58.9 | ) | |||||||||||||||
Cash and cash equivalents: | |||||||||||||||||||||||
Net increase (decrease) | (0.1 | ) | (165.2 | ) | 0.1 | 52.8 | — | (112.4 | ) | ||||||||||||||
At beginning of year | — | 177.9 | 0.2 | 51.8 | — | 229.9 | |||||||||||||||||
At end of year | $ | (0.1 | ) | $ | 12.7 | $ | 0.3 | $ | 104.6 | $ | — | $ | 117.5 |
Note 18. Geographic Information |
97
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Revenues | ||||||||||||
U.S. | $ | 864.2 | $ | 1,033.6 | $ | 929.6 | ||||||
Mexico | 616.0 | 818.5 | 813.2 | |||||||||
Total revenues | $ | 1,480.2 | $ | 1,852.1 | $ | 1,742.8 | ||||||
Years ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Revenues | |||||||||||
U.S. | $ | 1,159.9 | $ | 1,020.1 | $ | 864.2 | |||||
Mexico | 938.4 | 794.7 | 616.0 | ||||||||
Total revenues | $ | 2,098.3 | $ | 1,814.8 | $ | 1,480.2 |
Years Ended December 31 | ||||||||
2009 | 2008 | |||||||
Property and equipment (including concession assets), net | ||||||||
U.S. | $ | 2,501.2 | $ | 2,342.1 | ||||
Mexico | 2,246.0 | 2,256.3 | ||||||
Total property and equipment (including concession assets), net | $ | 4,747.2 | $ | 4,598.4 | ||||
Years ended December 31, | |||||||
2011 | 2010 | ||||||
Property and equipment (including concession assets), net | |||||||
U.S. | $ | 2,902.9 | $ | 2,626.2 | |||
Mexico | 2,446.6 | 2,276.2 | |||||
Total property and equipment (including concession assets), net | $ | 5,349.5 | $ | 4,902.4 |
98
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
99
100
Item 10. | Directors, Executive Officers and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Weighted- | Number of Securities | ||||||||||||||||||||
Average Exercise | Remaining Available for | ||||||||||||||||||||
Number of Securities | Price of | Future Issuance Under | |||||||||||||||||||
to be Issued upon | Outstanding | Equity Compensation | |||||||||||||||||||
Exercise of | Options, | Plans-Excluding | |||||||||||||||||||
Outstanding Options, | Warrants and | Securities Reflected in | |||||||||||||||||||
Plan Category | Warrants and Rights | Rights | the First Column(i) | Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans-Excluding Securities Reflected in the First Column (i) | |||||||||||||||
Equity compensation plans: | |||||||||||||||||||||
Approved by security holders | 1,744,555 | $ | 15.53 | 10,124,400 | 610,873 | $ | 35.10 | 5,441,531 | |||||||||||||
Not approved by security holders | — | — | — | — | — | — | |||||||||||||||
Total | 1,744,555 | $ | 15.53 | 10,124,400 | 610,873 | $ | 35.10 | 5,441,531 | |||||||||||||
(i) | Includes |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits and Financial Statement Schedules |
(a) | List of Documents filed as part of this Report |
Exhibit | Description | |||
(2) | Plan of acquisition, reorganization, arrangement, liquidation or succession | |||
2 | .1 | Stockholders’ Agreement, dated December 15, 2004, by and among KCS, Grupo TMM, S.A., TMM Holdings, S.A. de C.V., TMM Multimodal, S.A. de C.V. and certain stockholders of Grupo TMM, S.A. (the “Stockholders’ Agreement”), filed as Exhibit 10.3 to the Company’s Current Report onForm 8-K, filed on December 21, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 2.1. | ||
2 | .2 | Registration Rights Agreement by and among KCS, Grupo TMM, S.A., TMM Multimodal, S.A. de C.V. and certain stockholders of Grupo TMM, S.A. (the “Acquisition Registration Rights Agreement”), filed as Exhibit 10.4 to the Company’s Current Report onForm 8-K, filed on December 21, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 2.2. | ||
2 | .3 | Rights Agreement, dated September 29, 2005, by and between KCS and UMB Bank, n.a. (the “2005 Rights Agreement”), filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on October 3, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 2.3. | ||
2 | .4 | Registration Rights Agreement, dated May 5, 2003, between KCS and Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (the “2003 Registration Rights Agreement”), filed as Exhibit 4.5 to the Company’s Registration Statement onForm S-3 originally filed on August 1, 2003 (RegistrationNo. 333-107573), (the “2003S-3 Registration Statement”), is incorporated herein by reference as Exhibit 2.4. | ||
2 | .5 | Registration Rights Agreement, dated April 19, 2005, between Kansas City Southern de México, S.A. de C.V. (“KCSM”), and Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc. (the “2005 KCSM Registration Rights Agreement”), is incorporated herein by reference to Exhibit 4.1 of KCSM’s Current Report onForm 8-K, filed on April 25, 2005 (FileNo. 333-08322) is incorporated herein by reference as Exhibit 2.5. | ||
2 | .6 | Registration Rights Agreement, dated November 21, 2006, between KCSM and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, BBVA Securities Inc., BMO Capital Markets Corp., and Scotia Capital (USA) Inc. (the “2006 KCSM Registration Rights Agreement”), filed as Exhibit 4.3 to the Company’s Current Report onForm 8-K, filed on November 28, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 2.6. | ||
2 | .7 | Registration Rights Agreement, dated May 16, 2007, between KCSM and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, BBVA Securities Inc., BMO Capital Markets Corp., and Scotia Capital (USA) Inc. (the “2007 KCSM Registration Rights Agreement”), filed as Exhibit 2.5 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 2.7. |
103
Exhibit | Description | |||
2 | .8 | Registration Rights Agreement, dated March 30, 2009, between Kansas City Southern de México, S.A. de C.V. (“KCSM”) and Banc of America Securities, LLC, as representative of the placement agents listed therein (“2009 KCSM Registration Rights Agreement”), filed as Exhibit 2.1 to the Company’sForm 10-Q for the quarter ended March 31, 2009 (FileNo. 1-4717), is incorporated by reference as Exhibit 2.8. | ||
2 | .9 | Registration Rights Agreement, dated January 22, 2010, between KCSM and Banc of America Securities, LLC, as representative of the placement agents listed therein (the “2010 KCSM Registration Rights Agreement”), filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K, filed on January 28, 2010 (FileNo. 1-4717), is incorporated by reference as Exhibit 2.9. | ||
(3) | Articles of Incorporation and Bylaws Articles of Incorporation | |||
3 | .1 | Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Registration Statement onForm S-4 originally filed July 12, 2002 (RegistrationNo. 333-92360), as amended and declared effective on July 30, 2002 (the “2002S-4 Registration Statement”), is incorporated herein by reference as Exhibit 3.1. | ||
3 | .2 | The Amended and Restated By-Laws of the Company, as amended on November 11, 2008, filed as Exhibit 3.2 to the Company’s Current Report onForm 8-K, filed on November 11, 2008 (FileNo. 1-4717), are incorporated herein by reference as Exhibit 3.2. | ||
(4) | Instruments Defining the Right of Security Holders, Including Indentures | |||
4 | .1 | The Fourth, Seventh, Eighth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth and Sixteenth paragraphs of the Company’s Restated Certificate of Incorporation. (See Exhibit 3.1) | ||
4 | .2 | Article I, Sections 1, 3 and 11 of Article II, Article V and Article VIII of the Company’s Bylaws. (See Exhibit 3.2) | ||
4 | .3 | Indenture, dated July 1, 1992, between the Company and The Chase Manhattan Bank (the “1992 Indenture”) filed as Exhibit 4 to the Company’s Shelf Registration of $300 million of 7% Debentures onForm S-3 filed June 19, 1992 (RegistrationNo. 33-47198), is incorporated herein by reference as Exhibit 4.3. | ||
4 | .3.1 | Supplemental Indenture, dated December 17, 1999, to the 1992 Indenture between the Company and The Chase Manhattan Bank, filed as Exhibit 4.5.4 to the Company’sForm 10-K for the year ended December 31, 1999 (File No 1-4717), is incorporated herein by reference as Exhibit 4.3.1. | ||
4 | .4 | Indenture, dated September 27, 2000, among the Company, The Kansas City Southern Railway Company (“KCSR”), certain other subsidiaries of the Company and The Bank of New York, as Trustee (the “2000 Indenture”), filed as Exhibit 4.1 to the Company’s Registration Statement onForm S-4 originally filed on January 25, 2001 (RegistrationNo. 333-54262), as amended and declared effective on March 15, 2001 (the “2001S-4 Registration Statement”), is incorporated herein by reference as Exhibit 4.4. | ||
4 | .4.1 | Supplemental Indenture, dated January 29, 2001, to the 2000 Indenture, among the Company, KCSR, certain other subsidiaries of the Company and The Bank of New York, as trustee, filed as Exhibit 4.1.1 to the Company’s 2001S-4 Registration Statement (RegistrationNo. 333-54262), is incorporated herein by reference as Exhibit 4.4.1. | ||
4 | .4.2 | Second Supplemental Indenture, dated June 10, 2005, to the 2000 Indenture, among the Company, KCSR, and certain other subsidiaries of the Company and The Bank of New York, as trustee, filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.4.2. | ||
4 | .4.3 | Third Supplemental Indenture, dated February 5, 2007, to the 2000 Indenture, among the Company, KCSR, certain other subsidiaries of the Company and the Bank of New York Trust Company, N.A., as trustee, filed as Exhibit 4.4.3 to the Company’sForm 10-K for the year ended December 31, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.4.3. | ||
4 | .4.4 | Fourth Supplemental Indenture, dated May 21, 2008, to the 2000 Indenture, among the Company, KCSR, certain other subsidiaries of the Company and the Bank of New York Trust Company, N.A., as trustee, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on May 23, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.4.4. | ||
4 | .4.5 | Form of Exchange Note (included as Exhibit B to Exhibit 4.4 of thisForm 10-K). |
104
Exhibit | Description | |||
4 | .5 | Exchange and Registration Rights Agreement, dated September 27, 2000, among the Company, KCSR, and certain other subsidiaries of the Company, filed as Exhibit 4.3 to the Company’s 2001S-4 Registration Statement (RegistrationNo. 333-54262), is incorporated herein by reference as Exhibit 4.5. | ||
4 | .6 | Indenture, dated June 12, 2002, among KCSR, the Company and certain subsidiaries of the Company, and U.S. Bank National Association, as trustee, covering up to $200,000,000 of KCSR’s 71/2% Senior Notes due 2009 (the “June 12, 2002 Indenture”), filed as Exhibit 4.1 to the 2002S-4 Registration Statement (RegistrationNo. 333-92360), is incorporated herein by reference as Exhibit 4.6. | ||
4 | .6.1 | Form of Face of Exchange Note, filed as Exhibit 4.2 to the 2002S-4 Registration Statement (RegistrationNo. 333-92360), is incorporated herein by reference as Exhibit 4.6.1. | ||
4 | .6.2 | Supplemental Indenture, dated June 10, 2005, to the June 12, 2002 Indenture, among the Company, KCSR, and certain other subsidiaries of the Company, and U.S. Bank National Association, as trustee, filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference as Exhibit 4.6.2. | ||
4 | .6.3 | Second Supplemental Indenture, dated February 5, 2007, to the June 12, 2002 Indenture, among the Company, KCSR, and certain other subsidiaries of the Company, and U.S. Bank National Association, as trustee, filed as Exhibit 4.6.3 to the Company’sForm 10-K for year ended December 31, 2006, is incorporated herein by reference as Exhibit 4.6.3. | ||
4 | .6.4 | Third Supplemental Indenture, dated January 27, 2009, to the June 12, 2002 Indenture, among the Company, KCSR, and certain other subsidiaries of the Company, and U.S. Bank National Association, as trustee, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on February 2, 2009, is incorporated herein by reference as Exhibit 4.6.4. | ||
4 | .7 | Certificate of Designations of 4.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series C, filed as Exhibit 3.1(b) to the Company’sForm 10-Q for the quarter ended March 31, 2003 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.7. | ||
4 | .8 | 2003 Registration Rights Agreement (See Exhibit 2.4) | ||
4 | .9 | Certificate of Designations of 5.125% Cumulative Convertible Perpetual Preferred Stock, Series D, filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K, filed on December 15, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.9. | ||
4 | .10 | Indenture, dated April 19, 2005, between TFM and The Bank of Nova Scotia Trust Company of New York, covering up to $460,000,000 of TFM’s 93/8% Senior Notes due 2012 (the “2005 KCSM Indenture”), filed as Exhibit 4.13 to the Company’s 2006S-1 Registration Statement (RegistrationNo. 333-138831), is incorporated herein by reference as Exhibit 4.10. | ||
4 | .10.1 | The 2005 KCSM Registration Rights Agreement. (See Exhibit 2.5) | ||
4 | .11 | Indenture, dated November 21, 2006, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $175,000,000 of KCSM’s 75/8% Senior Notes due 2013 (the “2006 KCSM Indenture”), filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K, filed on November 28, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.11. | ||
4 | .11.1 | The 2006 KCSM Registration Rights Agreement. (See Exhibit 2.6) | ||
4 | .12 | Indenture, dated May 16, 2007, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $165,000,000 of KCSM’s 73/8% Senior Notes due 2014 (the “2007 KCSM Indenture”), filed as Exhibit 4.14 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.12. | ||
4 | .12.1 | The KCSM 2007 Registration Rights Agreement. (See Exhibit 2.7) | ||
4 | .13 | Indenture, dated May 30, 2008, among KCSR, the Company and certain subsidiaries of the Company, and U.S. Bank National Association, as trustee, covering up to $275,000,000 of KCSR’s 8% Senior Notes due 2015 (the “May 2008 Indenture”), filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K filed on June 2, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.13. |
105
Exhibit | Description | |||
4 | .14 | Indenture, dated December 18, 2008 among KCSR, the Company and certain subsidiaries of the Company, and U.S. Bank National Association, as trustee, covering up to $190,000,000 of KCSR’s 13% Senior Notes due 2013 (the “December 2008 Indenture”), filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed on December 19, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.14. | ||
4 | .15 | Indenture, dated March 30, 2009, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $200,000,000 of KCSR’s 121/2% Senior Notes due 2016 (the “2009 KCSM Indenture”), filed as Exhibit 4.1 to the Company’sForm 10-Q for the quarter ended March 31, 2009 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.15. | ||
4 | .15.1 | Supplemental Indenture to the 2009 KCSM Indenture, dated November 12, 2009, between KCSM, as issuer, and U.S. Bank National Association, as trustee and paying agent (the “2009 KCSM Supplemental Indenture”), is attached to thisForm 10-K as Exhibit 4.15.1. | ||
4 | .15.2 | The KCSM 2009 Registration Rights Agreement. (See Exhibit 2.8) | ||
4 | .16 | Indenture, dated January 22, 2010, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $300,000,000 of KCSM’s 8% Senior Notes due 2018 (the “2010 KCSM Indenture”), filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K, filed on January 28, 2010 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 4.16. | ||
4 | .16.1 | 2010 KCSM Registration Rights Agreement. (See Exhibit 2.9) | ||
4 | .17 | The Stockholders’ Agreement. (See Exhibit 2.1) | ||
4 | .18 | The Acquisition Registration Rights Agreement. (See Exhibit 2.2) | ||
4 | .19 | The 2005 Rights Agreement. (See Exhibit 2.3) | ||
(10) | Material Contracts. | |||
10 | .1 | Form of Officer Indemnification Agreement attached as Exhibit 10.1 to the Company’sForm 10-K for the year ended December 31, 2001 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.1. | ||
10 | .2 | Form of Director Indemnification Agreement attached as Exhibit 10.2 to the Company’sForm 10-K for the year ended December 31, 2001 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.2. | ||
10 | .3 | Description of the Company’s 1991 incentive compensation plan, filed as Exhibit 10.4 to the Company’sForm 10-K for the year ended December 31, 1990 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.3. | ||
10 | .4 | Directors Deferred Fee Plan, adopted August 20, 1982, as amended and restated effective January 1, 2005, filed as Exhibit 10.7 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.4. | ||
10 | .5 | Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, as amended and restated effective as of August 7, 2007 (the “Amended 1991 Plan”), filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended September 30, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5. | ||
10 | .5.1 | Form of Non-Qualified Stock Option Award Agreement for employees under the Amended 1991 Plan, filed as Exhibit 10.8.2 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.1. | ||
10 | .5.2 | Form of Non-Qualified Stock Option Award Agreement for Directors under the Amended 1991 Plan, filed as Exhibit 10.8.3 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.2. | ||
10 | .5.3 | Form of Non-Qualified Stock Option Award agreement for employees under the Amended 1991 Plan (referencing threshold dates), filed as Exhibit 10.8.4 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.3. | ||
10 | .5.4 | Form of Restricted Shares Award and Performance Shares Award Agreement under the Amended 1991 Plan, filed as Exhibit 10.5.4 to the Company’sForm 10-K for the year ended December 31, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.4. |
106
Exhibit | Description | |||
10 | .5.5 | Form of Restricted Shares Award Agreement (non-management directors) under the Amended 1991 Plan, filed as Exhibit 10.2 to the Company’s Current Report onForm 8-K, filed on May 11, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.5. | ||
10 | .5.6 | Form of Restricted Shares Award Agreement (cliff vesting) under the Amended 1991 Plan, filed as Exhibit 10.5.6 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.6. | ||
10 | .5.7 | Form of Restricted Shares Award Agreement under the Amended 1991 Plan (applicable to restricted shares to be purchased), filed as Exhibit 10.8.7 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.7. | ||
10 | .5.8 | Form of Restricted Shares Award and Performance Shares Award Agreement for Interim Awards under the Amended 1991 Plan, filed as Exhibit 10.5.8 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.8. | ||
10 | .5.9 | Form of Restricted Shares Award Agreement (consultants) under the Amended 1991 Plan, filed as Exhibit 10.5.9 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.9. | ||
10 | .5.10 | Form of Restricted Shares Award Agreement (executive plan) under the Amended 1991 Plan, filed as Exhibit 10.5.10 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.10. | ||
10 | .5.11 | First Amendment to the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, effective July 2, 2008, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on July 8, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.5.11. | ||
10 | .6 | Kansas City Southern 401(k) and Profit Sharing Plan (as amended and restated, effective April 1, 2002) (the “Amended 401(k) and Profit Sharing Plan”), filed as Exhibit 10.10.1 to the Company’sForm 10-K for the year ended December 31, 2002 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.6. | ||
10 | .6.1 | First Amendment to the Amended 401(k) and Profit Sharing Plan, effective January 1, 2003, filed as Exhibit 10.10.2 to the Company’sForm 10-K for the year ended December 31, 2002 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.6.1. | ||
10 | .6.2 | Amendment to the Amended 401(k) and Profit Sharing Plan, dated June 30, 2003 and effective as of January 1, 2001, filed as Exhibit 10.10.3 to the Company’sForm 10-K for the year ended December 31, 2003 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.6.2. | ||
10 | .6.3 | Amendment to the Amended 401(k) and Profit Sharing Plan, dated December 3, 2003 and effective as of January 1, 2003, filed as Exhibit 10.10.4 to the Company’sForm 10-K for the year ended December 31, 2003 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.6.3. | ||
10 | .6.4 | Amendment to the Amended 401(k) and Profit Sharing Plan, dated and effective August 7, 2007, filed as Exhibit 10.6.4 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.6.4. | ||
10 | .7 | Employment Agreement, as amended and restated January 1, 2001, among the Company, KCSR and Michael R. Haverty, filed as Exhibit 10.12 to the Company’sForm 10-K for the year ended December 31, 2001 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.7. | ||
10 | .7.1 | Addendum to Employment Agreement dated August 18, 2004 between KCSR, the Company and Michael R. Haverty, filed as Exhibit 10.8.1 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.7.1. | ||
10 | .7.2 | Amendment to Amended and Restated Employment Agreement effective January 1, 2005 among KCSR, the Company and Michael R. Haverty, filed as Exhibit 10.8.2 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.7.2. | ||
10 | .7.3 | Addendum to Employment Agreement effective January 1, 2009, between the Company, KCSR and Michael R. Haverty, filed as Exhibit 10.7.3 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.7.3. |
107
Exhibit | Description | |||
10 | .8 | Employment Agreement, dated May 15, 2006, between KCSR and Patrick J. Ottensmeyer (the “Ottensmeyer Employment Agreement”), attached as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on June 12, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.8. | ||
10 | .8.1 | Amendment No. 1 to the Ottensmeyer Employment Agreement, dated May 7, 2007, filed as Exhibit 10.4 to the Company’sForm 10-Q for the quarter ended June 30, 2007 (FileNo. 1-4717), is incorporated by reference as Exhibit 10.8.1. | ||
10 | .8.2 | Addendum to Employment Agreement effective January 1, 2009, between the Company, KCSR and Patrick J. Ottensmeyer, filed as Exhibit 10.8.2 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.8.2. | ||
10 | .9 | Kansas City Southern Executive Plan, as amended and restated November 11, 2008, filed as Exhibit 10.10 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.9. | ||
10 | .10 | The Amended and Restated Kansas City Southern Annual Incentive Plan, as approved by the Company’s Compensation and Organization Committee on November 11, 2008, filed as Exhibit 10.11 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.10. | ||
10 | .11 | Security Agreement, dated March 30, 2004, from KCS, KCSR and certain other subsidiaries of KCS to The Bank of Nova Scotia as Collateral Agent, filed as Exhibit 10.19.1 to the Company’sForm 10-K for the year ended December 31, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.11. | ||
10 | .11.1 | Amendment No. 1 to the Security Agreement, dated December 22, 2004, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto and The Bank of Nova Scotia, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on December 29, 2004 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.11.1. | ||
10 | .11.2 | Amendment No. 1 to the Security Agreement, dated as of November 29, 2006, among KCSR, KCS, the subsidiary guarantors, The Bank of Nova Scotia, as collateral agent and administrative agent, and the lenders party thereto, filed as Exhibit 10.15.2 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.11.2. | ||
10 | .11.3 | Amended and Restated Credit Agreement, dated April 28, 2006, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto, The Bank of Nova Scotia, Morgan Stanley Senior Funding, Inc., Harris Bank, N.A., LaSalle Bank National Association and Bank of Tokyo-Mitsubishi UFJ Trust Company, and Scotia Capital, filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended March 31, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.11.3. | ||
10 | .11.4 | Amendment No. 1 to the Amended and Restated Credit Agreement, dated May 31, 2007, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto and The Bank of Nova Scotia, filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended June 30, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.11.4. | ||
10 | .12 | The 1992 Indenture. (See Exhibit 4.3) | ||
10 | .12.1 | The Supplemental Indenture, dated December 17, 1999, to the 1992 Indenture. (See Exhibit 4.3.1) | ||
10 | .13 | The 2000 Indenture. (See Exhibit 4.4) | ||
10 | .13.1 | The Supplemental Indenture, dated January 29, 2001, to the 2000 Indenture. (See Exhibit 4.4.1) | ||
10 | .13.2 | The Second Supplemental Indenture, dated June 10, 2005, to the 2000 Indenture. (See Exhibit 4.4.2) | ||
10 | .13.3 | The Third Supplemental Indenture, dated February 5, 2007, to the 2000 Indenture. (See Exhibit 4.4.3) | ||
10 | .13.4 | The Fourth Supplemental Indenture, dated December 18, 2008, to the 2000 Indenture. (See Exhibit 4.4.4) | ||
10 | .14 | Intercompany Agreement, dated August 16, 1999, between the Company and Stilwell Financial Inc., filed as Exhibit 10.23 to the Company’s 2001S-4 Registration Statement (RegistrationNo. 333-54262), is incorporated herein by reference as Exhibit 10.14. |
108
Exhibit | Description | |||
10 | .15 | Tax Disaffiliation Agreement, dated August 16, 1999, between the Company and Stilwell Financial Inc., filed as Exhibit 10.24 to the Company’s 2001S-4 Registration Statement (RegistrationNo. 333-54262), is incorporated herein by reference as Exhibit 10.15. | ||
10 | .16 | Lease Agreement, originally dated June 26, 2001 and amended March 26, 2002, between KCSR and Broadway Square Partners LLP, filed as Exhibit 10.34 to the Company’sForm 10-K for the year ended December 31, 2001 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.16. | ||
10 | .17 | The June 12, 2002 Indenture. (See Exhibit 4.6) | ||
10 | .17.1 | The Supplemental Indenture, dated June 10, 2005, to the June 12, 2002 Indenture. (See Exhibit 4.6.2) | ||
10 | .17.2 | The Second Supplemental Indenture, dated February 5, 2007, to the June 12, 2002 Indenture. (See Exhibit 4.6.3) | ||
10 | .17.3 | The Third Supplemental Indenture, dated January 27, 2009, to the June 12, 2002 Indenture. (See Exhibit 4.6.4) | ||
10 | .18 | Agreement to Forego Compensation between A. Edward Allinson and the Company, fully executed on March 30, 2001; Loan Agreement between A. Edward Allinson and the Company fully executed on September 18, 2001; and the Promissory Note executed by the Trustees of The A. Edward Allinson Irrevocable Trust Agreement dated, June 4, 2001, Courtney Ann Arnot, A. Edward Allinson III and Bradford J. Allinson, Trustees, as Maker, and the Company, as Holder, filed as Exhibit 10.36 to the Company’sForm 10-K for the year ended December 31, 2002 (FileNo. 1-4717), are incorporated herein by reference as Exhibit 10.18. | ||
10 | .19 | Agreement to Forego Compensation between Michael G. Fitt and the Company, fully executed on March 30, 2001; Loan Agreement between Michael G. Fitt and the Company, fully executed on September 7, 2001; and the Promissory Note executed by the Trustees of The Michael G. and Doreen E. Fitt Irrevocable Insurance Trust, Anne E. Skyes, Colin M-D. Fitt and Ian D.G. Fitt, Trustees, as Maker, and the Company, as Holder, filed as Exhibit 10.37 to the Company’sForm 10-K for the year ended December 31, 2002 (FileNo. 1-4717), are incorporated herein by reference as Exhibit 10.19. | ||
10 | .20 | Kansas City Southern Employee Stock Ownership Plan, as amended and restated, effective April 1, 2002, (the “Amended Employee Stock Ownership Plan”), filed as Exhibit 10.38 to the Company’sForm 10-K for the year ended December 31, 2002 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.20. | ||
10 | .20.1 | Amendment to the Amended Employee Stock Ownership Plan, dated June 30, 2003 and effective as of January 1, 2001, filed as Exhibit 10.38.2 to the Company’sForm 10-K for the year ended December 31, 2003 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.20.1. | ||
10 | .20.2 | Amendment to the Amended Employee Stock Ownership Plan, dated December 3, 2003 and effective as of January 1, 2003, filed as Exhibit 10.38.3 to the Company’sForm 10-K for the year ended December 31, 2003 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.20.2. | ||
10 | .20.3 | Amendment to the Amended Employee Stock Ownership Plan, dated and effective October 29, 2007, filed as Exhibit 10.24.3 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.20.3. | ||
10 | .21 | Transaction Agreement, dated December 1, 2005, among the Company, KCSR, Norfolk Southern Corporation and The Alabama Great Southern Railroad Company (the “Transaction Agreement”), filed as Exhibit 10.46 to the Company’sForm 10-K for the year ended December 31, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.21. | ||
10 | .21.1 | Amendment No. 1 to the Transaction Agreement, dated January 17, 2006, filed as Exhibit 10.47 to the Company’sForm 10-K for the year ended December 31, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.21.1. | ||
10 | .21.2 | Amendment No. 2 to the Transaction Agreement, dated May 1, 2006, filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended March 31, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.21.2. |
109
Exhibit | Description | |||
10 | .22 | Participation Agreement, dated December 20, 2005, among KCSR, KCSRTrust 2005-1 (acting through Wilmington Trust Company, as owner trustee) (“2005 Trust”), GS Leasing (KCSR2005-1) LLC, Wells Fargo Bank Northwest, National Association, Export Development Canada, and KfW, filed as Exhibit 10.48 to the Company’sForm 10-K for the year ended December 31, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.22. | ||
10 | .23 | Equipment Lease Agreement, dated December 20, 2005, between KCSR and the KCSRTrust 2005-1, filed as Exhibit 10.49 to the Company’sForm 10-K for the year ended December 31, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.23. | ||
10 | .24 | Participation Agreement, dated August 2, 2006, among KCSR, KCSRTrust 2006-1 (acting through Wilmington Trust Company, as owner trustee) (“2006 Trust”), HSH Nordbank AG, New York Branch, Wells Fargo Bank Northwest, National Association, and DVB Bank AG, filed as Exhibit 10.4 to the Company’sForm 10-Q for the quarter ended September 30, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.24. | ||
10 | .25 | Equipment Lease Agreement, dated August 2, 2006, between KCSR and the KCSRTrust 2006-1, filed as Exhibit 10.41 to the Company’sForm 10-Q for the quarter ended September 30, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.25. | ||
10 | .26 | Limited Liability Company Agreement of Meridian Speedway, LLC, dated May 1, 2006, between the Alabama Great Southern Railroad Company and the Company, filed as Exhibit 10.3 to the Company’sForm 10-Q for the quarter ended March 31, 2006, (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.26. | ||
10 | .27 | Underwriting Agreement, dated December 4, 2006, among the Company, Morgan Stanley & Co. Incorporated, and Grupo TMM, S.A., filed as Exhibit 1.1 to the Company’s Current Report onForm 8-K, filed on December 5, 2006 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.27. | ||
10 | .28 | The 2005 Indenture. (See Exhibit 4.10) | ||
10 | .29 | The 2006 Indenture. (See Exhibit 4.11) | ||
10 | .30 | Lease Agreement, dated September 25, 2005, between KCSR and Louisiana Southern Railroad, Inc., filed as Exhibit 10.5 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.30. | ||
10 | .31 | Lease Agreement, dated September 25, 2005, between KCSR and Alabama Southern Railroad, Inc., filed as Exhibit 10.6 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.31. | ||
10 | .32 | Lease Agreement, dated September 25, 2005, between KCSR and Arkansas Southern Railroad, Inc., filed as Exhibit 10.7 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.32. | ||
10 | .33 | Lease Agreement, dated September 25, 2005, between KCSR and Arkansas Southern Railroad, Inc., filed as Exhibit 10.8 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.33. | ||
10 | .34 | Lease Agreement, dated September 25, 2005, between KCSR and Louisiana Southern Railroad, Inc., filed as Exhibit 10.9 to the Company’sForm 10-Q for the quarter ended June 30, 2005 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.34. | ||
10 | .35 | Equipment Lease Agreement, dated April 4, 2007, between KCSR and High Ridge Leasing, LLC, filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended March 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.35. | ||
10 | .36 | 2007 KCSM Indenture. (See Exhibit 4.12) | ||
10 | .37 | Credit Agreement, dated June 14, 2007, among KCSM as borrower, Arrendadora KCSM as guarantor, Bank of America, N.A. as administrative agent, and the other lenders named therein (the “2007 KCSM Credit Agreement”), filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended June 30, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.37. | ||
10 | .37.1 | Amendment No. 1 and Waiver No. 1, dated December 19, 2007, to the 2007 KCSM Credit Agreement, filed as Exhibit 10.49.1 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.37.1. |
110
Exhibit | Description | |||
10 | .37.2 | Amendment No. 2, dated as of December 19, 2008, to the 2007 KCSM Credit Agreement, filed as Exhibit 10.43.2 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.37.2. | ||
10 | .37.3 | Amendment No. 3 and Waiver No. 2 dated as of February 11, 2009, to the 2007 KCSM Credit Agreement, filed as Exhibit 10.43.3 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.37.3. | ||
10 | .38 | Settlement Agreement, dated September 21, 2007, among KCS and Grupo TMM, S.A.B., TMM Logistics, S.A. de C.V., and VEX Asesores Corporativos, S.A. de C.V. (formerly José F. Serrano International Business, S.A. de C.V.), filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended September 30, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.38. | ||
10 | .39 | Participation Agreement, dated September 27, 2007, among KCSR, KCSR2007-1 Statutory Trust (acting through U.S. Bank Trust National Association, as owner trustee) (“2007 Trust”), U.S. Bank Trust National Association, GS Leasing (KCSR2007-1) LLC, Wilimington Trust Company, and KfW, filed as Exhibit 10.51 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.39. | ||
10 | .40 | Equipment Lease Agreement, dated September 27, 2007, between KCSR and the KCSR2007-1 Statutory Trust, filed as Exhibit 10.52 to the Company’sForm 10-K for the year ended December 31, 2007 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.40. | ||
10 | .41 | Kansas City Southern 2008 Stock Option and Performance Award Plan (the “2008 Plan”), filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on October 7, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41. | ||
10 | .41.1 | Form of Non-Qualified Stock Option Award Agreement under the 2008 Plan, filed as Exhibit 10.47.1 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41.1. | ||
10 | .41.2 | Form of Restricted Shares Award Agreement (cliff vesting) under the 2008 Plan, filed as Exhibit 10.47.2 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41.2. | ||
10 | .41.3 | Form of Restricted Shares Award Agreement (graded vesting) under the 2008 Plan, filed as Exhibit 10.47.3 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41.3. | ||
10 | .41.4 | Form of Restricted Shares Award Agreement under the 2008 Plan (applicable to restricted shares to be purchased), filed as Exhibit 10.47.4 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41.4. | ||
10 | .41.5 | Form of Restricted Shares Award and Performance Shares Award Agreement under the 2008 Plan, filed as Exhibit 10.47.5 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.41.5. | ||
10 | .42 | The May 2008 Indenture. (See Exhibit 4.13) | ||
10 | .43 | The December 2008 Indenture. (See Exhibit 4.14) | ||
10 | .44 | Employment Agreement dated May 1, 2000, between Kansas City Southern Industries, Inc. and Scott E. Arvidson, filed as Exhibit 10.50 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.44. | ||
10 | .44.1 | Amendment to Employment Agreement dated January 1, 2001, between Kansas City Southern Industries, Inc. and Scott E. Arvidson, filed as Exhibit 10.50.1 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.44.1. | ||
10 | .44.2 | Addendum to Employment Agreement dated August 18, 2004, between the Company and Scott E. Arvidson, filed as Exhibit 10.50.2 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.44.2. | ||
10 | .44.3 | Addendum to Employment Agreement effective January 1, 2009, between the Company, KCSR and Scott E. Arvidson, filed as Exhibit 10.50.3 to the Company’sForm 10-K for the year ended December 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.44.3. |
111
Exhibit | Description | |||
10 | .45 | Participation Agreement (KCSR2008-1) dated as of April 1, 2008, among KCSR, KCSR2008-1 Statutory Trust (acting through U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee) (“KCSR2008-1 Statutory Trust”), U.S. Bank Trust National Association (only in its individual capacity as expressly provided therein), MetLife Capital, Limited Partnership (as Owners Participant), Wilmington Trust Company (as Indenture Trustee) and Export Development Canada (as Loan Participant), filed as Exhibit 10.2 to the Company’sForm 10-Q for the quarter ended March 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.45. | ||
10 | .46 | Equipment Lease Agreement (KCSR2008-1) dated as of April 1, 2008, between KCSR2008-1 Statutory Trust (as Lessor) and KCSR (as Lessee), filed as Exhibit 10.3 to the Company’sForm 10-Q for the quarter ended March 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.46. | ||
10 | .47 | Confidential Severance Agreement and Full and General Release dated June 26, 2008, between KCSR and Arthur L. Shoener, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on July 2, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.47. | ||
10 | .48 | Employment Agreement, dated September 10, 2008, between KCSR and David Starling filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on September 15, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.48. | ||
10 | .49 | Loan and Security Agreement, dated February 26, 2008, between KCSM and Export Development Canada, filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended March 31, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.49. | ||
10 | .50 | Loan Agreement, dated as of September 24, 2008, between KCSM and DVB Bank AG, filed as Exhibit 10.1 to the Company’sForm 10-Q for the quarter ended September 30, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.50. | ||
10 | .51 | Underwriting Agreement, dated as of May 27, 2008, among KCSR, Morgan Stanley & Co. Incorporated, and Banc of America Securities LLC, as representatives of the underwriters listed therein, filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K, filed on June 2, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.51. | ||
10 | .52 | Underwriting Agreement, dated as of December 15, 2008, among KCSR, Morgan Stanley & Co. Incorporated, and Banc of America Securities LLC, as representatives of the underwriters listed therein, filed as Exhibit 1.1 to the Company’s Current Report onForm 8-K, filed on December 19, 2008 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.52. | ||
10 | .53 | 2009 KCSM Indenture. (See Exhibit 4.15) | ||
10 | .54 | Amended and Restated Kansas City Southern Annual Incentive Plan, as approved by the Company’s Compensation and Organization Committee on March 10, 2009, filed as Exhibit 10.3 to the Company’sForm 10-Q for the quarter ended March 31, 2009 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.54. | ||
10 | .55 | English translation of the Employment Agreement, dated April 20, 2006, between Kansas City Southern de México, S.A. de C.V. and José Guillermo Zozaya Delano, filed as Exhibit 10.4 to the Company’sForm 10-Q for the quarter ended March 31, 2009 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 10.55. | ||
10 | .56 | ATM Equity Offeringsm Sales Agreement dated as of April 27, 2009, between the Company and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K on May 1, 2009 (FileNo. 1-4717) is incorporated hereby by reference as Exhibit 10.56. | ||
10 | .57 | Common Stock Purchase Agreement, dated July 31, 2009, between Kansas City Southern and the Investors, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on August 4, 2009 (FileNo. 1-4717) is incorporated herein by reference as Exhibit 10.57. | ||
10 | .58 | Confidential Separation Agreement and Full and General Release dated September 3, 2009, between KCSR and Scott E. Arvidson, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on September 10, 2009 (FileNo. 1-4717) is incorporated herein by reference as Exhibit 10.58. |
112
Exhibit | Description | |||
10 | .59 | Employment Agreement, dated September 28, 2009, between KCSR and Mary K. Stadler, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on October 2, 2009 (FileNo. 1-4717) is incorporated herein by reference as Exhibit 10.59. | ||
10 | .60 | The 2009 KCSM Supplemental Indenture. (See Exhibit 4.15.1) | ||
10 | .61 | 2010 KCSM Indenture. (See Exhibit 4.16) | ||
10 | .62 | Placement Agreement, dated January 7, 2010, between KCSM and Banc of America Securities LLC, as representative of the placement agents listed therein, filed as Exhibit 10.1 to KCSM’s Current Report onForm 8-K, filed on January 13, 2010 (FileNo. 333-08322), is incorporated herein by reference as Exhibit 10.62. | ||
10 | .63 | Employment Agreement, dated August 15, 2008, between KCSR and Michael W. Upchurch, filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on October 22, 2008 (FileNo. 1-4717) is incorporated herein by reference as Exhibit 10.63. | ||
(12) | Statements Re Computation of Ratios | |||
12 | .1 | The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) ofRegulation S-K is attached to thisForm 10-K as Exhibit 12.1. | ||
(18) | Letter Re Change in Accounting Principles | |||
18 | .1 | Letter regarding change in accounting principles, filed as Exhibit 18.1 to the Company’sForm 10-Q for the quarter ended September 30, 2009 (FileNo. 1-4717), is incorporated herein by reference as Exhibit 18.1. | ||
(21) | Subsidiaries of the Company | |||
21 | .1 | The list of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) ofRegulation S-K is attached to thisForm 10-K as Exhibit 21.1. | ||
(23) | Consents of Experts and Counsel | |||
23 | .1 | Consent of KPMG LLP is attached to thisForm 10-K as Exhibit 23.1. | ||
(24) | Power of Attorney (included on the signature page). | |||
(31) | Section 302 Certifications | |||
31 | .1 | Certification of Michael R. Haverty, Chief Executive Officer of the Company, is attached to thisForm 10-K as Exhibit 31.1. | ||
31 | .2 | Certification of Michael W. Upchurch, Chief Financial Officer of the Company, is attached to thisForm 10-K as Exhibit 31.2. | ||
(32) | Section 1350 Certifications | |||
32 | .1 | Certification of Michael R. Haverty, Chief Executive Officer of the Company, furnished pursuant to 18 U.S.C. Section 1350, is attached to thisForm 10-K as Exhibit 32.1. | ||
32 | .2 | Certification of Michael W. Upchurch, Chief Financial Officer of the Company, furnished pursuant to 18 U.S.C. Section 1350, is attached to thisForm 10-K as Exhibit 32.2. | ||
(101) | Interactive Data File | |||
101 | The following financial information from Kansas City Southern’s Annual Report onForm 10-K for the year ended December 31, 2009, formatted in XBRL (Extensible Business Reporting Language) includes:(i) Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007, (ii) Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Years ended December 2009, 2008, and 2007 and(v) the Notes to Consolidated Financial Statements, tagged as blocks of text |
Exhibit | Description |
3.1 | Restated Certificate of Incorporation, filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed on October 26, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.1. |
3.2 | The Amended and Restated By-Laws of the Company, as amended and restated on June 28, 2010, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 29, 2010 (File No. 1-4717), are incorporated herein by reference as Exhibit 3.2. |
3.3 | Certificate of Elimination of the New Series Preferred Stock, Series A of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.3. |
3.4 | Certificate of Elimination of the Series B Convertible Preferred Stock of the Company, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on October 26, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.4. |
3.5 | Certificate of Elimination of the 4.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series C of the Company, filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on October 26, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.5. |
3.6 | Certificate of Elimination of the 5 1/8% Cumulative Convertible Perpetual Preferred Stock, Series D of Kansas City Southern, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.6. |
Exhibit | Description |
4.1 | As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request. |
4.2 | Indenture, dated May 30, 2008, among The Kansas City Southern Railway Company (“KCSR”), the Company and certain subsidiaries of the Company, and U.S. Bank National Association, as trustee, covering up to $275,000,000 of KCSR’s 8% Senior Notes due 2015 (the “May 2008 Indenture”), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 2, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.2. |
4.3 | Indenture, dated December 18, 2008, among KCSR, the Company and certain subsidiaries of the Company, and U.S. Bank National Association, as trustee, covering up to $190,000,000 of KCSR’s 13% Senior Notes due 2013 (the “December 2008 Indenture”), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 19, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.3. |
4.4 | Indenture, dated March 30, 2009, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $200,000,000 of KCSM’s 12 1/2% Senior Notes due 2016 (the “2009 KCSM Indenture”), filed as Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2009, filed on April 30, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.4. |
4.4.1 | First Supplemental Indenture to the 2009 KCSM Indenture, dated November 12, 2009, between KCSM, as issuer, and U.S. Bank National Association, as trustee and paying agent (the “2009 KCSM Supplemental Indenture”), filed as Exhibit 4.15.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 12, 2010, is incorporated herein by reference as Exhibit 4.4.1. |
4.4.2 | Registration Rights Agreement, dated March 30, 2009, between KCSM and Banc of America Securities, LLC, as representative of the placement agents listed therein (“2009 KCSM Registration Rights Agreement”), filed as Exhibit 2.1 to the Company’s Form 10-Q for the quarter ended March 31, 2009, filed on April 30, 2009 (File No. 1-4717), is incorporated by reference as Exhibit 4.4.2. |
4.5 | Indenture, dated January 22, 2010, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $300,000,000 of KCSM’s 8% Senior Notes due 2018 (the “2010 KCSM Indenture”), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on January 28, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5. |
4.5.1 | Registration Rights Agreement, dated January 22, 2010, between KCSM and Banc of America Securities, LLC, as representative of the placement agents listed therein (the “2010 KCSM Registration Rights Agreement”), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on January 28, 2010 (File No. 1-4717), is incorporated by reference as Exhibit 4.5.1. |
4.6 | Indenture, dated December 20, 2010, among KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $185,000,000 of KCSM’s 6.625% Senior Notes due 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2010, is incorporated herein by reference as Exhibit 4.6. |
4.6.1 | Registration Rights Agreement, dated December 20, 2010, among KCSM, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., BBVA Securities Inc., Citigroup Global Markets Inc. and USB Securities LLC, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2010, is incorporated herein by reference as Exhibit 4.6.1 |
Exhibit | Description |
4.7 | Indenture, dated May 20, 2011, between KCSM and U.S. Bank National Association, as trustee and paying agent, covering up to $200,000,000 of KCSM’s 6.125% Senior Notes due 2021, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on May 25, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.7. |
4.7.1 | Registration Rights Agreement, dated May 20, 2011, among KCSM, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Banco Bilbao Vizcaya Argentaria, S.A. and Morgan Stanley & Co. Incorporated, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on May 25, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.7.1. |
10.1 | Form of Officer Indemnification Agreement, attached as Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2001, filed on March 29, 2002 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.1. |
10.2 | Form of Director Indemnification Agreement, attached as Exhibit 10.2 to the Company’s Form 10-K for the year ended December 31, 2001, filed on March 29, 2002 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.2. |
10.3 | Directors Deferred Fee Plan, adopted August 20, 1982, as amended and restated effective May 2, 2007, filed as Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.3 |
10.4 | Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, as amended and restated effective as of August 7, 2007 (the “Amended 1991 Plan”), filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2007, filed on October 26, 2007 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4. |
10.4.1 | First Amendment to the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, effective July 2, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.1. |
10.4.2 | Form of Non-Qualified Stock Option Award Agreement for employees under the Amended 1991 Plan, filed as Exhibit 10.8.2 to the Company’s Form 10-K for the year ended December 31, 2004, filed on March 30, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.2. |
10.4.3 | Form of Non-Qualified Stock Option Award Agreement for Directors under the Amended 1991 Plan, filed as Exhibit 10.8.3 to the Company’s Form 10-K for the year ended December 31, 2004, filed on March 30, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.3. |
10.4.4 | Form of Non-Qualified Stock Option Award agreement for employees under the Amended 1991 Plan (referencing threshold dates), filed as Exhibit 10.8.4 to the Company’s Form 10-K for the year ended December 31, 2004, filed on March 30, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.4. |
10.4.5 | Form of Restricted Shares Award and Performance Shares Award Agreement under the Amended 1991 Plan, filed as Exhibit 10.5.4 to the Company’s Form 10-K for the year ended December 31, 2006, filed on February 27, 2007 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.5. |
10.4.6 | Form of Restricted Shares Award Agreement (non-management directors) under the Amended 1991 Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 11, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.6. |
10.4.7 | Form of Restricted Shares Award Agreement (cliff vesting) under the Amended 1991 Plan, filed as Exhibit 10.5.6 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.7. |
Exhibit | Description |
10.4.8 | Form of Restricted Shares Award Agreement under the Amended 1991 Plan (applicable to restricted shares to be purchased), filed as Exhibit 10.8.7 to the Company’s Form 10-K for the year ended December 31, 2004, filed on March 30, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.8. |
10.4.9 | Form of Restricted Shares Award and Performance Shares Award Agreement for Interim Awards under the Amended 1991 Plan, filed as Exhibit 10.5.8 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.9. |
10.4.10 | Form of Restricted Shares Award Agreement (consultants) under the Amended 1991 Plan, filed as Exhibit 10.5.9 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.10. |
10.4.11 | Form of Restricted Shares Award Agreement (executive plan) under the Amended 1991 Plan, filed as Exhibit 10.5.10 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4.11. |
10.5 | Employment Agreement, as amended and restated January 1, 2001, between the Company and Warren K. Erdman, filed as Exhibit 10.5 to the Company’s Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5. |
10.5.1 | Amendment to Employment Agreement, dated August 1, 2001, between the Company and Warren K. Erdman, filed as Exhibit 10.5.1 to the Company’s Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5.1. |
10.5.2 | Addendum to Employment Agreement, dated August 18, 2004, between the Company and Warren K. Erdman, filed as Exhibit 10.5.2 to the Company’s Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5.2. |
10.5.3 | Addendum to Employment Agreement, dated April 20, 2009, among the Company, KCSR and Warren K. Erdman, filed as Exhibit 10.5.3 to the Company's Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5.3. |
10.6 | Employment Agreement, as amended and restated January 1, 2001, among the Company, KCSR and Michael R. Haverty, filed as Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2001, filed on March 29, 2002 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6. |
10.6.1 | Addendum to Employment Agreement, dated August 18, 2004, between KCSR, the Company and Michael R. Haverty, filed as Exhibit 10.8.1 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6.1. |
10.6.2 | Amendment to Amended and Restated Employment Agreement, effective January 1, 2005, among KCSR, the Company and Michael R. Haverty, filed as Exhibit 10.8.2 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6.2. |
10.6.3 | Addendum to Employment Agreement, effective January 1, 2009, between the Company, KCSR and Michael R. Haverty, filed as Exhibit 10.7.3 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6.3. |
10.6.4 | Addendum to Employment Agreement, dated June 28, 2010, among the Company, KCSR and Michael Haverty, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6.4. |
10.7 | Employment Agreement, dated May 15, 2006, between KCSR and Patrick J. Ottensmeyer (the “Ottensmeyer Employment Agreement”), attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 12, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7. |
Exhibit | Description |
10.7.1 | Amendment No. 1 to the Ottensmeyer Employment Agreement, dated May 7, 2007, filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2007, filed on July 27, 2007 (File No. 1-4717), is incorporated by reference as Exhibit 10.7.1. |
10.7.2 | Addendum to Employment Agreement, effective January 1, 2009, between the Company, KCSR and Patrick J. Ottensmeyer, filed as Exhibit 10.8.2 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.2. |
10.8 | Kansas City Southern Executive Plan, as amended and restated January 1, 2009, filed as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.8. |
10.9 | Kansas City Southern Annual Incentive Plan, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2011, filed on April 21, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.9. |
10.10 | English translation of concession title granted by the Secretaría de Comunicaciones y Transportes (“SCT”) in favor of Ferrocarril del Noreste, S.A. de C.V. (“FNE”), dated December 2, 1996. |
10.10.1 | English translation of amendment, dated February 12, 2001, of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996. |
10.10.2 | English translation of amendment no. 2, dated November 22, 2006, of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996, amended February 12, 2001. |
10.11 | Amended and Restated Credit Agreement, dated April 28, 2006, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto, The Bank of Nova Scotia, Morgan Stanley Senior Funding, Inc., Harris Bank, N.A., LaSalle Bank National Association and Bank of Tokyo-Mitsubishi UFJ Trust Company, and Scotia Capital, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2006, filed on May 9, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11. |
10.11.1 | Amendment No. 1 to the Amended and Restated Credit Agreement, dated May 31, 2007, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto and The Bank of Nova Scotia, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2007, filed on July 27, 2007 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.1. |
10.11.2 | Second Amendment, dated March 16, 2010, to Amended and Restated Credit Agreement, dated April 28, 2006, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto and The Bank of Nova Scotia, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 22, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.2. |
10.11.3 | Security Agreement, dated March 30, 2004, from KCS, KCSR and certain other subsidiaries of KCS to The Bank of Nova Scotia as Collateral Agent, filed as Exhibit 10.19.1 to the Company’s Form 10-K for the year ended December 31, 2004, filed on March 30, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.3. |
10.11.4 | Amendment No. 1 to the Security Agreement, dated December 22, 2004, among KCSR, KCS, the subsidiary guarantors, the lenders party thereto and The Bank of Nova Scotia, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 29, 2004 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.4. |
Exhibit | Description |
10.11.5 | Amendment No. 1 to the Security Agreement, dated as of November 29, 2006, among KCSR, KCS, the subsidiary guarantors, The Bank of Nova Scotia, as collateral agent and administrative agent, and the lenders party thereto, filed as Exhibit 10.15.2 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.5. |
10.12 | Lease Agreement, originally dated June 26, 2001 and amended March 26, 2002, between KCSR and Broadway Square Partners LLP, filed as Exhibit 10.34 to the Company’s Form 10-K for the year ended December 31, 2001, filed on March 29, 2002 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.12. |
10.13 | Agreement to Forego Compensation between A. Edward Allinson and the Company, fully executed on March 30, 2001; Loan Agreement between A. Edward Allinson and the Company, fully executed on September 18, 2001; and the Promissory Note executed by the Trustees of The A. Edward Allinson Irrevocable Trust Agreement, dated June 4, 2001, Courtney Ann Arnot, A. Edward Allinson III and Bradford J. Allinson, Trustees, as Maker, and the Company, as Holder, filed as Exhibit 10.36 to the Company’s Form 10-K for the year ended December 31, 2002, filed on March 28, 2003 (File No. 1-4717), are incorporated herein by reference as Exhibit 10.13. |
10.14 | Agreement to Forego Compensation between Michael G. Fitt and the Company, fully executed on March 30, 2001; Loan Agreement between Michael G. Fitt and the Company, fully executed on September 7, 2001; and the Promissory Note executed by the Trustees of The Michael G. and Doreen E. Fitt Irrevocable Insurance Trust, Anne E. Skyes, Colin M-D. Fitt and Ian D.G. Fitt, Trustees, as Maker, and the Company, as Holder, filed as Exhibit 10.37 to the Company’s Form 10-K for the year ended December 31, 2002, filed on March 28, 2003 (File No. 1-4717), are incorporated herein by reference as Exhibit 10.14. |
10.15 | Kansas City Southern Employee Stock Ownership Plan, as amended and restated, effective April 1, 2002 (the “Amended Employee Stock Ownership Plan”), filed as Exhibit 10.38 to the Company’s Form 10-K for the year ended December 31, 2002, filed on March 28, 2003 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.15. |
10.15.1 | Amendment to the Amended Employee Stock Ownership Plan, dated June 30, 2003 and effective as of January 1, 2001, filed as Exhibit 10.38.2 to the Company’s Form 10-K for the year ended December 31, 2003, filed on March 30, 2004 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.15.1. |
10.15.2 | Second Amendment to the Amended Employee Stock Ownership Plan, dated December 3, 2003 and effective as of January 1, 2003, filed as Exhibit 10.38.3 to the Company’s Form 10-K for the year ended December 31, 2003, filed on March 30, 2004 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.15.2. |
10.15.3 | Amendment to the Amended Employee Stock Ownership Plan, dated and effective October 29, 2007, filed as Exhibit 10.24.3 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.15.3. |
10.16 | Transaction Agreement, dated December 1, 2005, among the Company, KCSR, Norfolk Southern Corporation and The Alabama Great Southern Railroad Company (the “Transaction Agreement”), filed as Exhibit 10.46 to the Company’s Form 10-K for the year ended December 31, 2005, filed on April 7, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16. |
10.16.1 | Amendment No. 1 to the Transaction Agreement, dated January 17, 2006, filed as Exhibit 10.47 to the Company’s Form 10-K for the year ended December 31, 2005, filed on April 7, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16.1. |
10.16.2 | Amendment No. 2 to the Transaction Agreement, dated May 1, 2006, filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2006, filed on May 9, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16.2. |
10.16.3 | Limited Liability Company Agreement of Meridian Speedway, LLC, dated May 1, 2006, between the Alabama Great Southern Railroad Company and the Company, filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2006, filed on May 9, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16.3. |
Exhibit | Description |
10.16.4 | Amendment No. 1 and Waiver to Limited Liability Company Agreement, dated August 12, 2011, among Meridian Speedway, LLC, the Company, KCS Holdings, Inc. and The Alabama Great Southern Railroad Company, filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 21, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16.4. |
10.17 | Participation Agreement, dated December 20, 2005, among KCSR, KCSR Trust 2005-1 (acting through Wilmington Trust Company, as owner trustee) (“2005 Trust”), GS Leasing (KCSR 2005-1) LLC, Wells Fargo Bank Northwest, National Association, Export Development Canada, and KFW, filed as Exhibit 10.48 to the Company’s Form 10-K for the year ended December 31, 2005, filed on April 7, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17. |
10.17.1 | Equipment Lease Agreement, dated December 20, 2005, between KCSR and the KCSR Trust 2005-1, filed as Exhibit 10.49 to the Company’s Form 10-K for the year ended December 31, 2005, filed on April 7, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.1. |
10.18 | Participation Agreement, dated August 2, 2006, among KCSR, KCSR Trust 2006-1 (acting through Wilmington Trust Company, as owner trustee) (“2006 Trust”), HSH Nordbank AG, New York Branch, Wells Fargo Bank Northwest, National Association, and DVB Bank AG, filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 30, 2006, filed on November 9, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.18. |
10.18.1 | Equipment Lease Agreement, dated August 2, 2006, between KCSR and the KCSR Trust 2006-1, filed as Exhibit 10.41 to the Company’s Form 10-Q for the quarter ended September 30, 2006, filed on November 9, 2006 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.18.1 |
10.19 | Lease Agreement, dated September 25, 2005, between KCSR and Louisiana Southern Railroad, Inc., filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.19. |
10.20 | Lease Agreement, dated September 25, 2005, between KCSR and Alabama Southern Railroad, Inc., filed as Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.20. |
10.21 | Lease Agreement, dated September 25, 2005, between KCSR and Arkansas Southern Railroad, Inc., filed as Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.21. |
10.22 | Lease Agreement, dated September 25, 2005, between KCSR and Arkansas Southern Railroad, Inc., filed as Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.22. |
10.23 | Lease Agreement, dated September 25, 2005, between KCSR and Louisiana Southern Railroad, Inc., filed as Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.23. |
10.24 | Equipment Lease Agreement, dated April 4, 2007, between KCSM and High Ridge Leasing, LLC, filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2007, filed on May 2, 2007 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.24. |
10.25 | Participation Agreement, dated September 27, 2007, among KCSR, KCSR 2007-1 Statutory Trust (acting through U.S. Bank Trust National Association, as owner trustee) (“2007 Trust”), U.S. Bank Trust National Association, GS Leasing (KCSR 2007-1) LLC, Wilmington Trust Company, and KfW, filed as Exhibit 10.51 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.25. |
10.25.1 | Equipment Lease Agreement, dated September 27, 2007, between KCSR and the KCSR 2007-1 Statutory Trust, filed as Exhibit 10.52 to the Company’s Form 10-K for the year ended December 31, 2007, filed on February 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.25.1. |
Exhibit | Description |
10.26 | Kansas City Southern 2008 Stock Option and Performance Award Plan (the “2008 Plan”), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 7, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26. |
10.26.1 | Form of Non-Qualified Stock Option Award Agreement under the 2008 Plan, filed as Exhibit 10.47.1 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.1. |
10.26.2 | Form of Restricted Shares Award Agreement (cliff vesting) under the 2008 Plan, filed as Exhibit 10.47.2 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.2. |
10.26.3 | Form of Restricted Shares Award Agreement (graded vesting) under the 2008 Plan, filed as Exhibit 10.47.3 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.3. |
10.26.4 | Form of Restricted Shares Award Agreement under the 2008 Plan (applicable to restricted shares to be purchased), filed as Exhibit 10.47.4 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.4. |
10.26.5 | Form of Restricted Shares Award and Performance Shares Award Agreement under the 2008 Plan, filed as Exhibit 10.47.5 to the Company’s Form 10-K for the year ended December 31, 2008, filed on February 17, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.5. |
10.26.6 | Form of Restricted Shares Award Agreement (performance based vesting) under the 2008 Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 17, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.6. |
10.26.7 | Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (United States Employees) under the Kansas City Southern 2008 Stock Option and Performance Award Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.7. |
10.26.8 | Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (Non-United States Employees) under the Kansas City Southern 2008 Stock Option and Performance Award Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.26.8. |
10.27 | Participation Agreement (KCSR 2008-1), dated as of April 1, 2008, among KCSR, KCSR 2008-1 Statutory Trust (acting through U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee) (“KCSR 2008-1 Statutory Trust”), U.S. Bank Trust National Association (only in its individual capacity as expressly provided therein), MetLife Capital, Limited Partnership (as Owners Participant), Wilmington Trust Company (as Indenture Trustee) and Export Development Canada (as Loan Participant), filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2008, filed on April 24, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.27. |
10.27.1 | Equipment Lease Agreement (KCSR 2008-1), dated as of April 1, 2008, between KCSR 2008-1 Statutory Trust (as Lessor) and KCSR (as Lessee), filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2008, filed on April 24, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.27.1. |
10.28 | ATM Equity OfferingSMSales Agreement, dated as of April 27, 2009, between the Company and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 1, 2009 (File No. 1-4717), is incorporated hereby by reference as Exhibit 10.28. |
Exhibit | Description |
10.29 | Loan and Security Agreement, dated February 26, 2008, between KCSM and Export Development Canada, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2008, filed on April 24, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.29. |
10.30 | Loan Agreement, dated as of September 24, 2008, between KCSM and DVB Bank AG, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2008, filed on October 28, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.30. |
10.31 | English translation of the Employment Agreement, dated April 20, 2006, between Kansas City Southern de México, S.A. de C.V. and José Guillermo Zozaya Delano, filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2009, filed on April 30, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.31. |
10.31.1 | English translation of Amendment Agreement to the Individual Indefinite Employment Contract of April 20, 2006, dated May 27, 2009, between KCSM and José Guillermo Zozaya Delano, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 2, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.31.1. |
10.32 | Employment Agreement, dated August 15, 2008, between KCSR and Michael W. Upchurch, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 22, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.32. |
10.33 | Employment Agreement, dated September 10, 2008, between KCSR and David Starling, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2008 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.33. |
10.33.1 | Addendum to Employment Agreement, dated June 28, 2010, among the Company, KCSR and David L. Starling, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 29, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.33.1. |
10.34 | Employment Agreement, dated September 28, 2009, between KCSR and Mary K. Stadler, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 2, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.34. |
10.35 | Common Stock Purchase Agreement, dated July 31, 2009, between Kansas City Southern and the Investors, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 4, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.35. |
10.36 | Placement Agreement, dated January 7, 2010, between KCSM and Banc of America Securities LLC, as representative of the placement agents listed therein. |
10.37 | Settlement Agreement, dated February 9, 2010, between KCSM and Ferrocarril Mexicano S.A. de C.V. (“Ferromex”), Ferrosur S.A. de C.V., Minera Mexico, S.A. de C.V., Infraestructura y Transportes Ferroviarios, S.A. de C.V., Infraestructura y Transportes Mexico, S.A. de C.V., Lineas Ferroviarias de Mexico, S.A. de C.V., Grupo Ferroviario Mexicano, S.A. de C.V., and Grupo Mexico, S.A. B. de C.V., filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2010, filed on April 27, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.37. |
Exhibit | Description |
10.38 | Trackage Rights Agreement, dated February 9, 2010, between KCSM and Ferromex, filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2010, filed on April 27, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.38. |
10.39 | Credit Agreement, dated August 30, 2010, between KCSM, the lenders defined therein and The Bank of Nova Scotia, as administrative agent for the Lenders, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as collateral agent and Scotia Capital and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39. |
10.39.1 | Subsidiary Guaranty, dated August 30, 2010, between each subsidiary of KCSM from time to time party thereto, in favor of The Bank of Nova Scotia, filed as Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.1 |
10.39.2 | Pledge Without Transfer of Possession Agreement, dated August 30, 2010, among KCSM, Arrendadora KCSM, S. de R.L. de C.V., Highstar Harbor Holdings Mexico, S. de R.L. de C.V., MTC Puerta Mexico, S. de R.L. de C.V., and Vamos a Mexico, S.A. de C.V., and Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as pledgee (English translation of document executed in Spanish), filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.2. |
10.39.3 | Stock Pledge Agreement, dated August 30, 2010, among MTC Puerta Mexico, S. de R.L. de C.V. and Highstar Harbor Holdings Mexico, S. de R.L. de C.V., as pledgors, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as pledge, and Vamos a Mexico, S.A. de C.V. (English translation of document executed in Spanish), filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.3. |
10.39.4 | Partnership Interest Pledge Agreement, dated August 30, 2010, among KCSM, KCSM Holdings, LLC, as pledgors, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as pledge and Arrendadora KCSM, S. de R.L. de C.V. (English translation of document executed in Spanish), filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.4. |
10.39.5 | Partnership Interest Pledge Agreement, dated August 30, 2010, among KCSM and Nafta Rail, S.A. de C.V., as pledgors, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as pledge and Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (English translation of document executed in Spanish), filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.5. |
10.39.6 | Partnership Interest Pledge Agreement, dated August 30, 2010, among Highstar Harbor Holdings Mexico, S. de R.L. de C.V. and Nafta Rail, S.A. de C.V., as pledgors, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as pledge and MTC Puerta Mexico, S. de R.L. de C.V., (English translation of document executed in Spanish), filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.6. |
10.39.7 | Intercompany Subordination Agreement, dated August 30, 2010, between KCSM and each of the persons defined therein, in favor of The Bank of Nova Scotia, as administrative agent for each of the secured parties defined therein, filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on September 3, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.39.7. |
Exhibit | Description |
10.40 | Placement Agreement, dated December 14, 2010, among KCSM, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., BBVA Securities Inc., Citigroup Global Markets Inc. and UBS Securities LLC, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2010 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.40. |
10.41 | Placement Agreement, dated May 6, 2011, among KCSM, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Banco Bilbao Vizcaya Argenteria, S.A. and Morgan Stanley & Co. Incorporated, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.41. |
10.42 | Amended and Restated Credit Agreement, dated as of July 12, 2011, by and among KCS, KCSR, as Borrower, certain of their subsidiaries named therein as guarantors, the various financial institutions and other persons from time to time parties thereto (the “Lenders”), The Bank of Nova Scotia, as administrative agent and collateral agent for the Lenders, Bank of America, N.A., as syndication agent, Compass Bank, JPMorgan Chase Bank, N.A. and Morgan Stanley Bank, N.A., as co-documentation agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia as joint lead arrangers and joint bookrunning managers, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 13, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.42. |
10.42.1 | Amended and Restated Security Agreement, dated July 12, 2011, by and among KCS, KCSR, certain of their subsidiaries named therein as grantors and The Bank of Nova Scotia, as collateral agent, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 13, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.42.1. |
10.43 | Amended and Restated Credit Agreement, dated September 30, 2011, among KCSM, the lenders defined therein and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as joint lead arrangers and joint bookrunners, BBVA Bancomer, S.A., Institución de Banca Múltiple Grupo Financiero BBVA Bancomer, as joint bookrunner and co-documentation agent, and Bank of America, N.A., as co-documentation agent, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43. |
10.43.1 | Amended and Restated Subsidiary Guaranty, dated as of September 30, 2011, by each subsidiary of KCSM from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent for each of the secured parties defined therein, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.1. |
10.43.2 | Assignment and Amendment Agreement, dated September 30, 2011, entered into by and among KCSM, Arrendadora KCSM, S. de R.L. de C.V., Highstar Harbor Holdings México, S. de R.L. de C.V., MTC Puerta Mexico, S. de R.L. de C.V., Vamos a México, S.A. de C.V., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as original collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as original pledgee, and JPMorgan Chase Bank, N.A., a new collateral agent, acting on its own behalf and for the benefit of the secured parties and new pledgee. (English translation of document executed in Spanish), filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.2. |
10.43.3 | Assignment and Amendment Agreement, dated September 30, 2011, entered into by and among MTC Puerta México, S. de R.L. de C.V and Highstar Harbor Holdings México, S. de R.L. de C.V., as pledgors, Vamos a México, S.A. de C.V., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as original collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as original pledgee, and JPMorgan Chase Bank, N.A., a new collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as new pledgee, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.3. |
Exhibit | Description |
10.43.4 | Assignment and Amendment Agreement, dated September 30, 2011, entered into by and among KCSM and KSCM Holdings, LLC, as pledgors, Arrendadora KCSM S. de R.L. de C.V., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as original collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as original pledgee, and JPMorgan Chase Bank, N.A., as new collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties as new pledgee, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.4. |
10.43.5 | Assignment and Amendment Agreement, dated September 30, 2011, entered into by and among KCSM and Nafta Rail, S.A. de C.V., as pledgors, Highstar Harbor Holdings México, S. de R.L. de C.V., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as original collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as original pledgee, and JPMorgan Chase Bank, N.A., as new collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties as new pledgee, filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.5. |
10.43.6 | Assignment and Amendment Agreement, dated September 30, 2011, entered into by and among Highstar Harbor Holdings México, S. de R.L. de C.V. and Nafta Rail, S.A. de C.V., as pledgors, MTC Puerta México, S. de R.L. de C.V., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as original collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties defined therein, as original pledgee, and JPMorgan Chase Bank, N.A., as new collateral agent, acting on its own behalf and on behalf and for the benefit of the secured parties as new pledgee, filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.6. |
10.43.7 | Amended and Restated Intercompany Subordination Agreement, dated as of September 30, 2011, by and between KCSM, and each of the subordinated debtors and subordinated creditors each as defined therein, in favor of JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for each of the secured parties defined therein, filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on October 3, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.43.7. |
10.44 | Form of Loan Agreement between General Electric Capital Corporation and KCSM, dated September 1, 2011, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 21, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.44. |
12.1 | Computation of Ratio of Earnings to Fixed Charges |
21.1 | Subsidiaries of the Company |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm, is attached to this Form 10-K as Exhibit 23.1. |
31.1 | Certification of David L Starling, Chief Executive Officer of the Company, is attached to this Form 10-K as Exhibit 31.1. |
31.2 | Certification of Michael W. Upchurch, Chief Financial Officer of the Company, is attached to this Form 10-K as Exhibit 31.2. |
Exhibit | Description |
32.1 | Certification of David L. Starling, Chief Executive Officer of the Company, furnished pursuant to 18 U.S.C. Section 1350, is attached to this Form 10-K as Exhibit 32.1. |
32.2 | Certification of Michael W. Upchurch, Chief Financial Officer of the Company, furnished pursuant to 18 U.S.C. Section 1350, is attached to this Form 10-K as Exhibit 32.2. |
101 | The following financial information from Kansas City Southern’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the years ended December 31, 2011, 2010, and 2009, (ii) Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and 2009, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Years ended December 31, 2011, 2010, and 2009 and (v) the Notes to Consolidated Financial Statements. |
Kansas City Southern | |
By: | / |
David L. Starling President, Chief Executive Officer and Director |
Signature | Title | |||
/S/ MICHAEL R. HAVERTY | Executive Chairman of the Board and Director. | |||
Michael R. Haverty | ||||
/ | ||||
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/S/ MICHAEL W. UPCHURCH | Executive Vice President and Chief Financial Officer (Principal Financial Officer). | |||
Michael W. Upchurch | ||||
/S/ MARY K. STADLER | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer). | |||
Mary K. Stadler | ||||
/S/ LU M. CÓRDOVA | Director. | |||
Lu M. Córdova | ||||
/ | Director. | |||
Henry R. Davis | ||||
/S/ ROBERT J. DRUTEN | Director. | |||
Robert J. Druten |
Signature | Title | ||||
/S/ TERRENCE P. DUNN | Director. | ||||
Terrence P. Dunn | |||||
/S/ ANTONIO O. GARZA, JR. | Director. | ||||
Antonio O. Garza, Jr. | |||||
/S/ THOMAS A. | Director. | ||||
Thomas A. McDonnell | |||||
/ | Director. | ||||
Rodney E. Slater |
115
Exhibit | Document |
10.10 | English translation of concession title granted by the Secretaría de Comunicaciones y Transportes (“SCT”) in favor of Ferrocarril del Noreste, S.A. de C.V. (“FNE”), dated December 2, 1996. |
10.10.1 | English translation of amendment, dated February 12, 2001, of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996. |
10.10.2 | English translation of amendment no. 2, dated November 22, 2006, of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996, amended February 12, 2001. |
10.36 | Placement Agreement, dated January 7, 2010, between KCSM and Banc of America Securities LLC, as representative of the placement agents listed therein. |
12.1 | Computation of Ratio of Earnings to Fixed Charges |
21.1 | Subsidiaries of the Company |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm |
31.1 | Certification of David L. Starling pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Michael W. Upchurch pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of David L. Starling furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
32.2 | Certification of Michael W. Upchurch furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101 | The following financial information from Kansas City Southern’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the years ended December 31, 2011, 2010, and 2009, (ii) Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and 2009, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Years ended December 31, 2011, 2010, and 2009, and (v) the Notes to Consolidated Financial Statements |
Regulation S-K | ||||||
Item 601(b) | ||||||
Exhibit | Document | Exhibit | ||||
4.15.1 | Supplemental Indenture, dated November 12, 2009, to the 2009 KCSM Indenture. | 4 and 10 | ||||
12.1 | Computation of Ratio of Earnings to Fixed Charges | 12 | ||||
21.1 | Subsidiaries of the Company | 21 | ||||
23.1 | Consent of KPMG LLP | 23 | ||||
31.1 | Certification of Michael R. Haverty pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 31 | ||||
31.2 | Certification of Michael W. Upchurch pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 31 | ||||
32.1 | Certification of Michael R. Haverty furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | 32 | ||||
32.2 | Certification of Michael W. Upchurch furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 32 | ||||
101 | The following financial information from Kansas City Southern’s Annual Report onForm 10-K for the year ended December 31, 2009, formatted in XBRL (Extensible Business Reporting Language) includes:(i) Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007, (ii) Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007, (iv) Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Years ended December 2009, 2008, and 2007, and(v) the Notes to Consolidated Financial Statements, tagged as blocks of text | 100 |
116