SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 FORM 10-K
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934       For the fiscal year ended December 31, 1999

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

                       Commission file number 1-4717

                    KANSAS CITY SOUTHERN INDUSTRIES, INC.
             (Exact name of Company as specified in its charter)

        Delaware                                        44-0663509
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

114 West 11th Street, Kansas City, Missouri                     64105
 (Address of principal executive offices)                     (Zip Code)

          Company's telephone number, including area code (816) 983-1303

           Securities registered pursuant to Section 12 (b) of the Act:
                                                       Name of each exchange on
               Title of each class                         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

     Securities registered pursuant to Section 12 (g) of the Act: None
                                                                  ----

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Company  Stock.  The  Company's  common  stock is listed  on the New York  Stock
Exchange  under the symbol  "KSU." As of March 31, 2000,  111,399,354  shares of
common stock and 242,170 shares of voting preferred stock were  outstanding.  On
such date, the aggregate  market value of the voting and  non-voting  common and
preferred stock held by non-affiliates of the Company was $9,577,014,534 (amount
computed based on closing prices of preferred and common stock on New York Stock
Exchange).

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following  documents are  incorporated  herein by reference into
Part of the Form 10-K as indicated:

Document                                                 Part of Form 10-K into
                                                             which incorporated
- --------------------------------------------------   ---------------------------

Company's Definitive Proxy Statement for the 2000                  Parts I, III
Annual Meeting of Stockholders, which will be filed
no later than 120 days after December 31, 1999






Page 12



               KANSAS CITY SOUTHERN INDUSTRIES, INC.
                    1999 FORM 10-K ANNUAL REPORT

                         Table of Contents

                                                                           Page


                                     PART I

Item 1.  Business............................................................  1
Item 2.  Properties..........................................................  9
Item 3.  Legal Proceedings................................................... 13
Item 4.  Submission of Matters to a Vote of Security Holders................. 13
         Executive Officers of the Company................................... 13


                                      PART II

Item 5.  Market for the Company's Common Stock and
           Related Stockholder Matters....................................... 15
Item 6.  Selected Financial Data............................................. 15
Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................... 17
Item 7(A)Quantitative and Qualitative Disclosures About Market Risk.......... 72
Item 8.  Financial Statements and Supplementary Data......................... 76
Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure...............................126


                                      PART III

Item 10. Directors and Executive Officers of the Company.....................127
Item 11. Executive Compensation..............................................127
Item 12. Security Ownership of Certain Beneficial Owners and
           Management........................................................127
Item 13. Certain Relationships and Related Transactions......................127


                                      PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
           on Form 8-K.......................................................128
         Signatures..........................................................135






                                          ii



1

                                       Part I

Item 1.  Business

(a) GENERAL DEVELOPMENT OF COMPANY BUSINESS

The  information  set forth in response to Item 101 of Regulation S-K under Part
II Item 7,  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations, of this Form 10-K is incorporated by reference in partial
response to this Item 1.


(b) INDUSTRY SEGMENT FINANCIAL INFORMATION

Kansas  City  Southern  Industries,  Inc.  ("Company"  or  "KCSI")  reports  its
financial  information in two business  segments:  Transportation  and Financial
Services.

Transportation.  Kansas City  Southern  Lines,  Inc.  ("KCSL"),  a  wholly-owned
subsidiary of the Company,  is the holding  company for  Transportation  segment
subsidiaries and affiliates. This segment includes, among others:

o The Kansas City Southern Railway Company ("KCSR"), a wholly-owned subsidiary;
o Gateway Western Railway Company ("Gateway Western"), a wholly-owned
  subsidiary;
o Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. ("Grupo TFM"), a 37%
  owned affiliate, which owns 80% of the common stock of TFM, S.A. de C.V.
  ("TFM");
o Mexrail, Inc. ("Mexrail"), a 49% owned affiliate, which wholly owns the Texas
  Mexican Railway Company ("Tex Mex");
o Southern Capital Corporation, LLC ("Southern Capital"), a 50% owned affiliate;
  and
o Panama Canal Railway Company ("PCRC"), a 50% owned affiliate.

The  businesses  that  comprise the  Transportation  segment  operate a railroad
system that provides  shippers with rail freight  service in key  commercial and
industrial markets of the United States and Mexico.

Financial  Services.   Stilwell  Financial,  Inc.  ("Stilwell"  -  formerly  FAM
Holdings,  Inc.),  a  wholly-owned  subsidiary  of the  Company,  is the holding
company for  subsidiaries  and  affiliates  comprising  the  Financial  Services
segment. The primary entities comprising the Financial Services segment are:

o Janus Capital Corporation  ("Janus"),  an approximate 82% owned subsidiary;
o Stilwell  Management,  Inc. ("SMI"),  a wholly-owned  subsidiary of Stilwell;
o Berger LLC ("Berger"),  of which SMI owns 100% of the Berger preferred limited
  liability company interests and  approximately  86% of the Berger regular
  limited  liability company  interests;
o Nelson  Money  Managers  Plc  ("Nelson"),  an 80%  owned subsidiary; and
o DST Systems Inc. ("DST"), an approximate 32% equity investment owned by SMI.

The businesses that comprise the Financial  Services  segment offer a variety of
asset  management  and  related  financial  services  to  registered  investment
companies, retail investors, institutions and individuals.

2


Separation of Business Segments

The Company  intends to  separate  the  Transportation  and  Financial  Services
segments  through  a pro rata  distribution  of  Stilwell  common  stock to KCSI
stockholders  (the  "Separation").  On July 9, 1999, the Company  received a tax
ruling from the Internal  Revenue  Service ("IRS") to the effect that for United
States  federal  income tax  purposes,  the planned  Separation  qualifies  as a
tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as
amended.  Additionally,  in  February  2000,  the  Company  received a favorable
supplementary  tax ruling from the IRS to the effect that the assumption of $125
million  of  KCSI  debt  by  Stilwell   (in   connection   with  the   Company's
re-capitalization discussed below) would have no effect on the previously issued
tax ruling.

In  contemplation  of the  Separation,  the  Company's  stockholders  approved a
one-for-two reverse stock split at a special  stockholders' meeting held on July
15, 1998.  The Company does not intend to effect this reverse  stock split until
the  Separation  is  completed.  Additionally,  effective  July  1,  1999,  KCSI
transferred to Stilwell KCSI's ownership interests in Janus, Berger, Nelson, DST
and certain other financial  services-related assets and Stilwell assumed all of
KCSI's liabilities associated with the assets transferred.  Also, as part of the
Separation, the Company re-capitalized its debt structure on January 11, 2000 as
further described under Part II Item 7, Management's  Discussion and Analysis of
Financial Condition and Results of Operations, of this Form 10-K.

The  information set forth in response to Item 101 of Regulation S-K relative to
financial information by industry segment for the three years ended December 31,
1999 under Part II Item 7,  Management's  Discussion  and  Analysis of Financial
Condition and Results of  Operations,  of this Form 10-K,  and Item 8, Financial
Statements and  Supplementary  Data, at Note 14 - Industry Segments of this Form
10-K, is incorporated by reference in partial response to this Item 1.


(c) NARRATIVE DESCRIPTION OF THE BUSINESS

The  information  set forth in response to Item 101 of Regulation S-K under Part
II Item 7,  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations, of this Form 10-K is incorporated by reference in partial
response to this Item 1.

Transportation

KCSL,  along  with its  principal  subsidiaries  and  joint  ventures,  owns and
operates a rail  network  comprised  of  approximately  6,000  miles of main and
branch  lines  that link key  commercial  and  industrial  markets in the United
States and  Mexico.  Together  with its  strategic  alliance  with the  Canadian
National  Railway  Company  ("CN")  and  Illinois  Central   Corporation  ("IC")
(collectively  "CN/IC") and other  marketing  agreements,  KCSL's reach has been
expanded to comprise a contiguous rail network of approximately  25,000 miles of
main and branch  lines  connecting  Canada,  the United  States and Mexico.  The
Company  believes that the economic growth within the United States,  Mexico and
Canada is developing along a north/south  axis and becoming more  interconnected
and  interdependent as a result of the implementation of the North American Free
Trade Agreement ("NAFTA"). In order to capitalize on the growing trade resulting
from NAFTA,  KCSL has  transformed  itself from a regional  rail carrier into an
extensive North American transportation  network.  During the mid-1990's,  while
other  railroad  competitors  concentrated  on  enlarging  their  share  of  the
east/west  transcontinental  traffic in the  United  States,  KCSL  aggressively
pursued  acquisitions,   joint  ventures,   strategic  alliances  and  marketing
partnerships  with other  railroads  to achieve its goal of creating  the "NAFTA
Railway."

KCSL's rail  network  connects  shippers in the  midwestern  and eastern  United
States and Canada,  including  shippers utilizing Chicago and Kansas City -- the
two largest  rail  centers in the United

3

States -- with the largest  industrial  centers of Canada and Mexico,  including
Toronto, Edmonton, Mexico City and Monterrey. KCSL's principal subsidiary, KCSR,
which  traces its origins to 1887,  operates a Class I Common  Carrier  railroad
system in the United  States,  from the  Midwest to the Gulf of Mexico and on an
East-West axis from Meridian,  Mississippi,  to Dallas,  Texas.  KCSR offers the
shortest  route  between  Kansas  City and major port  cities  along the Gulf of
Mexico in Louisiana,  Mississippi and Texas,  with a customer base that includes
electric generating  utilities and a wide range of companies in the chemical and
petroleum  industries,  agricultural  and mineral  industries,  paper and forest
product industries,  automotive product and intermodal industries, among others.
KCSR, in cooperation with Norfolk  Southern  Corporation  ("Norfolk  Southern"),
operates  the most direct rail route,  referred to as the  "Meridian  Speedway,"
linking the  Atlanta,  Georgia and Dallas,  Texas  gateways  for traffic  moving
between  the  rapidly-growing  southeast  and  southwest  regions  of the United
States.  The "Meridian  Speedway" also provides  eastern shippers and other U.S.
and Canadian railroads with an efficient connection to Mexican markets.

In addition to KCSR, KCSL's railroad system includes Gateway Western, a regional
common  carrier  system,  which  links  Kansas  City  with  East St.  Louis  and
Springfield,  Illinois and provides key interchanges  with the majority of other
Class I railroads.  Like KCSR,  Gateway Western serves customers in a wide range
of industries.

KCSR and Gateway  Western  revenues  and net income are  dependent  on providing
reliable  service to  customers  at  competitive  rates,  the  general  economic
conditions  in the  geographic  region  served and the  ability  to  effectively
compete  against   alternative   modes  of  surface   transportation,   such  as
over-the-road truck  transportation.  The ability of KCSR and Gateway Western to
construct  and  maintain  the  roadway  in order to provide  safe and  efficient
transportation  service is important to the ongoing viability as a rail carrier.
Additionally,  cost containment is important in maintaining a competitive market
position,  particularly  with respect to employee costs as approximately  84% of
KCSR and Gateway Western combined employees are covered under various collective
bargaining agreements.

The  Transportation  segment also includes  strategic joint venture interests in
Grupo TFM and Mexrail,  which  provide  direct  access to Mexico.  Through these
joint ventures,  which are operated in partnership with Transportacion  Maritima
Mexicana, S.A. de C.V., KCSL has established a prominent position in the growing
Mexican  market.  TFM's route  network  provides the shortest  connection to the
major  industrial  and  population  areas of Mexico from  midwestern and eastern
points in the United States. TFM, which was privatized by the Mexican government
in June 1997,  serves a majority of the Mexican  states and Mexico  City,  which
represent a majority of the country's  population  and estimated  gross domestic
product. Tex Mex connects with KCSR via trackage rights at Beaumont, Texas, with
TFM at Laredo,  Texas,  (the single largest rail freight  transfer point between
the United States and Mexico),  as well as with other U.S.  Class I railroads at
various locations.

As a result of the CN/IC  strategic  alliance  to  promote  NAFTA  traffic,  the
Company has gained  access to customers in Detroit,  Michigan and Canada as well
as more direct access to Chicago.  This agreement also provides KCSR with access
to the port of  Mobile,  Alabama  through  haulage  rights.  Separate  marketing
agreements  with the Norfolk  Southern and I&M Rail Link,  LLC provide KCSL with
access to additional  rail traffic to and from the eastern and upper  midwestern
markets of the United States. KCSL's system, through its core network, strategic
alliances and marketing  partnerships,  interconnects with all Class I railroads
in North America.

4

Financial Services (Stilwell)

Stilwell  includes  Janus,  Berger,  Nelson and a 32% interest in DST. Janus and
Berger,  each  headquartered  in  Denver,   Colorado,  are  investment  advisors
registered with the Securities and Exchange Commission ("SEC").  Janus serves as
an investment advisor to the Janus Investment Funds ("Janus Funds"), Janus Aspen
Series ("Janus Aspen") and Janus World Funds Plc ("Janus  World"),  collectively
the "Janus Advised Funds". Additionally,  Janus is the advisor or sub-advisor to
other investment  companies and institutional  and individual  private accounts,
including  pension,  profit-sharing  and other employee  benefit plans,  trusts,
estates,  charitable  organizations,  endowments and foundations (referred to as
"Janus Sub-Advised Funds and Private  Accounts").  Berger is also engaged in the
business  of  providing   financial  asset  management  services  and  products,
principally  through a group of  registered  investment  companies  known as the
Berger Advised Funds. Berger also serves as investment advisor or sub-advisor to
other  registered  investment  companies and separate  accounts  (referred to as
"Berger  Sub-Advised  Funds and Private  Accounts").  Nelson,  a United  Kingdom
company, provides investment advice and investment management services primarily
to individuals who are retired or contemplating  retirement.  DST, together with
its subsidiaries and joint ventures,  offers information processing and software
services and products  through three  operating  segments:  financial  services,
output  solutions  and  customer  management.  Additionally,  DST holds  certain
investments in equity securities, financial interests and real estate holdings.

JANUS

Janus  derives its  revenues and net income  primarily  from  advisory  services
provided  to the Janus  Advised  Funds and other  financial  services  firms and
private  accounts.  As of  December  31,  1999,  Janus  had total  assets  under
management of $249.5 billion,  of which $200.0 billion were in the Janus Advised
Funds.  Janus primarily offers equity  portfolios to investors,  which comprised
approximately  95% of total  assets under  management  for Janus at December 31,
1999.  At that  date,  funds  advised  by Janus had  approximately  4.1  million
shareowner accounts.

Pursuant to investment  advisory agreements with each of the Janus Advised Funds
and the Janus  Sub-Advised  Funds and Private  Accounts,  Janus provides overall
investment  management  services.  These agreements generally provide that Janus
will furnish continuous advice and  recommendations  concerning  investments and
reinvestments  in conformity with the investment  objectives and restrictions of
the applicable fund or account.

Investment advisory fees are negotiated separately and subject to extreme market
pressures.  These fees vary depending on the type of the fund or account and the
size of the assets  managed,  with fee rates above  specified asset levels being
reduced.  Fees from Private Accounts are generally  computed on the basis of the
market value of the assets managed at the end of the preceding month and paid in
arrears on a monthly basis.

In  order  to  perform  its  investment  advisory   functions,   Janus  conducts
fundamental  investment  research and  valuation  analysis.  In general,  Janus'
investment  philosophy  tends to  focus on the  earnings  growth  of  individual
companies  relative  to their  peers or the  economy.  For this  reason,  Janus'
proprietary  analysis is geared to understanding  the earnings  potential of the
companies in which it invests.  Further,  Janus  portfolios are  constructed one
security at a time rather than in response to preset regional, country, economic
sector or industry diversification guidelines.

5

Emphasizing  the  proprietary  work of Janus' own  analysts,  most  research  is
performed  in-house.  Research  activities  include,  among  others,  review  of
earnings  reports,  direct  contacts  with  corporate  management,  analysis  of
contracts with competitors and visits to individual companies.

The Janus  Advised  Funds and the Janus  Sub-Advised  Funds  generally  bear the
expenses  associated  with  the  operation  of each  fund and the  issuance  and
redemption of its  securities,  except that  advertising,  promotional and sales
expenses  of the Janus  Funds are  assumed  by Janus.  Expenses  include,  among
others,   investment  advisory  fees,  shareowner  servicing,   transfer  agent,
custodian fees and expenses, legal and auditing fees, and expenses of preparing,
printing and mailing prospectuses and shareowner reports.

Janus  has  four  operating  subsidiaries:  Janus  Service  Corporation  ("Janus
Service"),  Janus  Distributors,  Inc. ("Janus  Distributors") and Janus Capital
International   Ltd.   ("Janus   International")   and  its   subsidiary   Janus
International (UK) Limited ("Janus UK").

o    Pursuant to transfer agency agreements, which are subject to renewal
     annually, Janus Service provides transfer agent recordkeeping,
     administration and shareowner services to the Janus Advised Funds (except
     Janus World) and their shareowners.  Each fund pays Janus Service fees for
     these services.  To provide a consistent and reliable level of service,
     Janus Service maintains a highly trained group of telephone representatives
     and utilizes technology to provide immediate data to support call center
     and shareowner processing operations.  This approach includes the
     utilization of sophisticated telecommunications systems, "intelligent"
     workstation applications, document imaging, an automated work distributor
     and an automated call management system. Additionally, Janus Service offers
     investors access to their accounts, including the ability to perform
     certain transactions, using touch tone telephones or via the Internet.
     These customer service related enhancements provide Janus Service with
     additional capacity to handle the high shareowner volume that can be
     experienced during market volatility.

o    Pursuant to a distribution agreement, Janus Distributors, a limited
     registered broker-dealer with the SEC, serves as the distributor for the
     Janus Advised Funds.  Janus expends substantial resources in media
     advertising and direct mail communications to its existing and potential
     Janus Advised Funds' shareowners and in providing personnel and
     telecommunications equipment to respond to inquiries via toll-free
     telephone lines.  Janus funds are also available through mutual fund
     supermarkets and other third party distribution channels.  Shareowner
     accounting and servicing is handled by the mutual fund supermarket or
     third party sponsor and Janus pays a fee to the respective sponsor equal to
     a percentage of the assets under management acquired through such
     distribution channels.  Approximately 33%, 30% and 28% of total Janus
     assets under management were generated through these third party
     distribution channels as of December 31, 1999, 1998 and 1997, respectively.

o    Janus International is an investment advisor registered with the SEC. Janus
     International  also provides  marketing and client services for Janus World
     outside of Europe.

o    Janus UK, an  England  and Wales  company,  is an  investment  advisor  for
     certain non-U.S.  customers,  including Janus World, and is registered with
     the United Kingdom's Investment Management Regulatory  Organization Limited
     ("IMRO"). Janus UK also conducts securities trading from London and handles
     marketing and client servicing for Janus World in Europe.

BERGER

Berger is an investment  advisor to the Berger Advised  Funds,  which includes a
series of Berger mutual funds,  as well as to the Berger  Sub-Advised  Funds and
Private  Accounts.  Additionally,  Berger is a 50% owner in a joint venture with
the Bank of Ireland Asset Management (U.S.) Limited

6

("BIAM").  The  joint  venture,  BBOI  Worldwide  LLC  ("BBOI"),  serves  as the
investment advisor and  sub-administrator  to a series of funds,  referred to as
the  "Berger/BIAM  Funds".  Berger and BIAM have  entered  into an  agreement to
dissolve  BBOI,  which  is  expected  to take  place  prior  to June  30,  2000.
Additionally,  Berger  owns  80% of  Berger/Bay  Isle  LLC,  which  acts  as the
investment  advisor to privately managed separate  accounts.  As of December 31,
1999, Berger had approximately $6.6 billion of assets under management, of which
the Berger Advised Funds comprised $5.7 billion.

Berger  derives its revenues and net income from advisory  services  provided to
the various funds and accounts. Berger's and BBOI's investment advisory fees are
negotiated  separately  with each fund. The  investment  advisory fees for these
funds vary depending on the type of fund,  generally ranging from 0.70% to 0.90%
of average assets under  management.  Advisory fees for services provided to the
Berger  Sub-Advised  Funds and Private  Accounts vary depending upon the type of
fund or account and, in some  circumstances,  size of assets  managed,  with fee
rates above specified asset levels being reduced.

Berger's  principal  method of securities  evaluation  is based on  growth-style
investing,  using a "bottoms-up"  fundamental  research and valuation  analysis.
This  growth-style  approach toward equity  investing  requires the companies in
which Berger invests to have high relative  earnings per share growth potential,
to participate in large and growing  markets,  to have strong  management and to
have above average  expected  total  returns.  Certain  Berger  funds,  however,
emphasize  value-style  investing,  which  focuses on companies  that are out of
favor with  markets or  otherwise  are  believed to be  undervalued  (due to low
prices relative to assets,  earnings and cash flows or to competitive advantages
not yet  recognized by the market).  Research is performed by Berger's  internal
staff of  research  analysts,  together  with the  various  portfolio  managers.
Primary research tools include, among others,  financial  publications,  company
visits, corporate rating services and earnings releases.

Berger  and BBOI  generally  pay  most  expenses  incurred  in  connection  with
providing investment management and advisory services to their respective funds.
All charges and  expenses  other than those  specifically  assumed by Berger and
BBOI are paid by the funds.  Expenses paid by the funds  include,  among others,
investment advisory fees, shareowner servicing,  transfer agent,  custodian fees
and expenses,  legal and auditing fees, and expenses of preparing,  printing and
mailing prospectuses and shareowner reports.

Berger  marketing   efforts  are  balanced  between   institutional  and  retail
distribution  opportunities.  Certain of the Berger funds sold in retail markets
have approved  distribution  plans ("12b-1 Plans")  pursuant to Rule 12b-1 under
the Investment  Company Act of 1940. These 12b-1 Plans provide that Berger shall
engage in  activities  (e.g.,  advertising,  marketing and  promotion)  that are
intended to result in sales of the shares of the funds.

The Berger  Advised Funds and  Berger/BIAM  Funds have  agreements  with a trust
company to provide  accounting,  recordkeeping  and  pricing  services,  custody
services,  transfer agency and other services. The trust company has engaged DST
as  sub-agent  to  provide  transfer  agency and other  services  for the Berger
Advised Funds and Berger/BIAM Funds. Berger performs certain  administrative and
recordkeeping  services  not  otherwise  performed  by the trust  company or its
sub-agent.  Each Berger Fund pays Berger fees for these  services,  which are in
addition to the investment advisory fees paid.

Berger  Distributors  LLC serves as  distributor of the Berger Advised Funds and
the  Berger/BIAM  Funds  and  is  a  limited  registered  broker-dealer.  Berger
Distributors  LLC  continuously  offers  shares of the Berger funds and solicits
orders to purchase  shares.  Berger also utilizes  mutual fund  supermarket  and
other third party distribution channels.  Shareowner accounting and servicing is
handled by the mutual fund  supermarket or third party sponsor and Berger pays a
fee to the  respective  sponsor  equal  to a  percentage  of  the  assets  under
management acquired through

7

such  distribution  channels.  Approximately  28%,  28% and 26% of total  Berger
assets under  management were generated  through these third party  distribution
channels as of December 31, 1999, 1998 and 1997, respectively.

NELSON

Nelson  provides two  distinct but  interrelated  services to  individuals  that
generally  are  retired  or  contemplating  retirement:  investment  advice  and
investment  management.  Clients are assigned a specific investment advisor, who
meets with each client  individually  and  conducts an analysis of the  client's
investment objectives and then recommends the development of a portfolio to meet
those objectives.  Recommendations for the design and ongoing maintenance of the
portfolio  structure  are the  responsibility  of the  investment  advisor.  The
selection and management of the  instruments / securities  which  constitute the
portfolio  are  the  responsibility  of  Nelson's  investment  management  team.
Nelson's  investment  managers  utilize a "top down"  investment  methodology in
structuring investment  portfolios,  beginning with an analysis of macroeconomic
and capital  market  conditions.  Various  analyses  are  performed  by Nelson's
investment research staff to help construct an investment portfolio that adheres
to each client's  objectives as well as Nelson's  investment  strategy.  Through
continued investment in technology,  Nelson has developed proprietary systems to
allow the investment managers to develop a balanced portfolio from a broad range
of investment instrument alternatives (e.g., fixed interest securities, tax free
corporate bonds, international and domestic securities, etc.).

For providing investment advice,  Nelson receives an initial fee calculated as a
percentage of capital invested into each individual investment portfolio. Nelson
earns  annual  fees  for  the  ongoing  management  and  administration  of each
investment portfolio. These fees are based on the type of investments and amount
of assets contained in each investor's  portfolio.  The fee schedules  typically
provide lower incremental fees for assets under management above certain levels.

DST

DST operates  throughout  the United  States,  with  operations  in Kansas City,
Northern  California  and  various  locations  on the  East  Coast,  as  well as
internationally in Canada,  Europe, Africa and the Pacific Rim. DST has a single
class of common stock that is publicly traded on the New York Stock Exchange and
the Chicago Stock Exchange.  Prior to November 1995, KCSI owned all of the stock
of DST. In November 1995, a public offering reduced KCSI's ownership interest in
DST to  approximately  41%. In December 1998, a  wholly-owned  subsidiary of DST
merged with USCS  International,  Inc.  The merger  resulted  in a reduction  of
KCSI's  ownership  of DST to  approximately  32%.  KCSI reports DST as an equity
investment in the consolidated financial statements.

DST is organized  into three  operating  segments:  financial  services,  output
solutions and customer management.

DST's  financial  services  segment serves  primarily  mutual funds,  investment
managers,  insurance companies,  banks, brokers and financial planners.  DST has
developed a number of  proprietary  software  systems  for use by the  financial
services  industry.  Examples of such software  systems  include,  among others,
mutual fund shareowner and unit trust accounting and  recordkeeping  systems,  a
securities  transfer  system,  a variety of portfolio  accounting and investment
management systems and a workflow  management system. DST provides  full-service
shareowner accounting and recordkeeping to Berger, as well as remote services to
Janus.

DST's output solutions segment provides  complete bill and statement  processing
services  and  solutions,   including  electronic  presentment,   which  include
generation of customized  statements  that are produced in automated  facilities
designed  to  minimize  turnaround  time and mailing  costs.

8

Output  processing  services  and  solutions  are provided to customers of DST's
other segments as well as to other industries.

DST's customer  management segment provides customer management and open billing
solutions to the  video/broadband,  direct broadcast  satellite,  wireless,  and
wire-line  and  Internet-protocol   telephony,   internet  and  utility  markets
worldwide.

DST  also  holds  investments  in  equity  securities  with a  market  value  of
approximately  $1.3  billion at December  31,  1999,  including  investments  in
Computer Sciences Corporation and State Street Corporation.


Employees.  As of December 31, 1999, the approximate number of employees of KCSI
and its consolidated subsidiaries was as follows:


                                                  
         Transportation (KCSL):
                  KCSR                                     2,610
                  Gateway Western                            241
                  Other                                       82
                                                     -----------

                           Total                           2,933
                                                     -----------


         Financial Services (Stilwell):
                  Janus                                    2,501
                  SMI                                          5
                  Berger LLC                                  71
                  Nelson                                     204
                  Other                                       17
                                                     -----------

                           Total                           2,798
                                                     -----------

                  Total KCSI                               5,731
                                                     ===========


9



Item 2.  Properties

In the opinion of  management,  the various  facilities,  office space and other
properties  owned  and/or  leased  by the  Company  (and  its  subsidiaries  and
affiliates) are adequate for existing operating needs.


TRANSPORTATION (KCSL)

KCSR
KCSR owns and operates 2,756 miles of main and branch lines,  and 1,179 miles of
other tracks, in a nine-state region that includes Missouri,  Kansas,  Arkansas,
Oklahoma,  Mississippi,  Alabama, Tennessee,  Louisiana and Texas. Approximately
215 miles of main and branch  lines and 85 miles of other tracks are operated by
KCSR under trackage rights and leases.

Kansas City  Terminal  Railway  Company  (of which KCSR is a partial  owner with
other railroads) owns and operates approximately 80 miles of track, and operates
an additional eight miles of track under trackage rights in greater Kansas City,
Missouri.  KCSR also leases for operating  purposes  certain  short  sections of
trackage  owned by various  other  railroad  companies  and jointly owns certain
other facilities with these railroads.

KCSR and the Union Pacific  Railroad  ("UP") have a haulage and trackage  rights
agreement,  which gives KCSR access to Nebraska and Iowa, and additional  routes
in Kansas, Missouri and Texas for movements of certain limited types of traffic.
The haulage  rights  require UP to move KCSR traffic in UP trains;  the trackage
rights allow KCSR to operate its trains over UP tracks.

KCSR,  in support of its  transportation  operations,  owns and operates  repair
shops, depots and office buildings along its right-of-way. A major facility, the
Deramus Yard, is located in Shreveport,  Louisiana and includes a general office
building,  locomotive  repair shop, car repair shops,  customer  service center,
material warehouses and fueling facilities totaling approximately 227,000 square
feet.  KCSR owns a 107,800  square  foot  facility  in  Pittsburg,  Kansas  that
previously was used as a diesel  locomotive  repair facility.  This facility was
closed during 1999.  KCSR also owns freight and truck  maintenance  buildings in
Dallas,  Texas  totaling  approximately  125,200  square  feet.  KCSR  and  KCSI
executive offices are located in an eight-story  office building in Kansas City,
Missouri,  which is leased from a subsidiary  of the Company.  Other  facilities
owned by KCSR  include a 21,000  square  foot  freight car repair shop in Kansas
City,  Missouri and  approximately  15,000  square feet of office space in Baton
Rouge, Louisiana.

KCSR owns and operates six intermodal  facilities.  These facilities are located
in Dallas and Port Arthur,  Texas;  Kansas City,  Missouri;  Shreveport  and New
Orleans,  Louisiana; and Jackson,  Mississippi.  The facility in Port Arthur was
closed in first quarter 2000 due to a lower than expected level of traffic. KCSR
is  currently  in the  process of  constructing  an  automotive  and  intermodal
facility at the former Richards-Gebaur Airbase in Kansas City, Missouri. Certain
automotive  operations  are  expected to begin at this  facility  in 2000.  Full
automotive and intermodal operations at the facility are expected to be complete
in 2001 and will  provide  KCSR with  additional  capacity in Kansas  City.  The
various intermodal  facilities include strip tracks,  cranes and other equipment
used in facilitating the transfer and movement of trailers and containers.

10



KCSR's fleet of rolling stock consisted of the following at December 31:

                                          1999                       1998                         1997
                                 ---------------------      ----------------------      ----------------------
                                  Leased       Owned        Leased          Owned        Leased        Owned
                                                                                     
     Locomotives:
         Road Units                   323          112          258            108           238           113
         Switch Units                  52            -           52              -            52             -
         Other                          -            8            8              -             9             -
                                 --------      -------      -------       --------      --------       -------

         Total                        375          120          318            108           299           113
                                 ========      =======      =======       ========      ========       =======

     Rolling Stock:
         Box Cars                   6,289        2,011        6,634          2,023         7,168         2,027
         Gondolas                     713           66          748             56           819            61
         Hopper Cars                2,384        1,357        2,660          1,185         2,680         1,198
         Flat Cars (Intermodal
           and Other)               1,553          675        1,617            676         1,249           554
         Tank Cars                     33           55           34             58            35            59
         Auto Rack                    201            -            -              -             -             -
         Other Freight Cars             -            -            -              -           547           123
                                 --------      -------      -------       --------      --------       -------

         Total                     11,173        4,164       11,693          3,998        12,498         4,022
                                 ========      =======      =======       ========      ========       =======



As of December 31, 1999,  KCSR's fleet consisted of 495 diesel  locomotives,  of
which  120  were  owned,   335  leased  from   affiliates  and  40  leased  from
non-affiliates.  KCSR's fleet of rolling stock consisted of 15,337 freight cars,
of which 4,164 were owned,  3,181 leased from  affiliates  and 7,992 leased from
non-affiliates.  A  significant  portion of the  locomotives  and rolling  stock
leased from affiliates  includes  equipment leased through Southern  Capital,  a
joint venture with GATX Capital  Corporation formed in October 1996. KCSR leased
50 new General  Electric ("GE") 4400 AC locomotives from Southern Capital during
fourth quarter 1999.

Some of the owned equipment is subject to liens created under  conditional sales
agreements,  equipment  trust  certificates  and leases in  connection  with the
original purchase or lease of such equipment.  KCSR indebtedness with respect to
equipment trust  certificates,  conditional  sales agreements and capital leases
totaled approximately $68.6 million at December 31, 1999.



Certain KCSR property statistics follow:
                                                                               
                                                      1999              1998              1997
                                                    --------         --------           -------
    Route miles - main and branch line                 2,756            2,756             2,845
    Total track miles                                  3,935            3,931             4,036
    Miles of welded rail in service                    2,032            2,031             2,030
    Main line welded rail (% of total)                    64%              64%               63%
    Cross ties replaced                              275,384          255,591           332,440

    Average Age (in years):
    Wood ties in service                                16.0             15.8              15.1
    Rail in main and branch line                        26.5             25.5              26.0
    Road locomotives                                    21.7             23.3              22.1
    All locomotives                                     22.5             23.9              22.8




Maintenance expenses for Way and Structure and Equipment (pursuant to regulatory
accounting rules, which include depreciation) for the three years ended December
31, 1999 and as a percent of KCSR revenues are as follows (dollars in millions):
11

                                      KCSR Maintenance
                        Way and Structure               Equipment
                                Percent of                     Percent of
                   Amount        Revenue           Amount        Revenue
                                                       
  1999           $  85.2           15.6%          $  129.4         23.7%
  1998              82.4           14.9              118.3         21.4
  1997             122.2*          23.6              112.3         21.7

  * Way  and  structure   expenses   include  $33.5  million  related  to  asset
    impairments.  See Part II Item 7,  Management's  Discussion  and Analysis of
    Financial Condition and Results of Operations, of this Form 10-K for further
    discussion.


Gateway Western
Gateway  Western  operates  a 402 mile rail line  extending  from  Kansas  City,
Missouri to East St.  Louis and  Springfield,  Illinois.  Additionally,  Gateway
Western has restricted  haulage rights extending to Chicago,  Illinois.  Gateway
Western provides  interchanges  with various eastern rail carriers and access to
the St.  Louis rail  gateway.  The Surface  Transportation  Board  approved  the
Company's acquisition of Gateway Western in May 1997.



Certain Gateway Western property statistics follow:

                                                1999              1998              1997
                                              --------         --------           -------
                                                                         
    Route miles - main and branch line             402              402               402
    Total track miles                              564              564               564
    Miles of welded rail in service                121              121               109
    Main line welded rail (% of total)              40%              40%               39%



Mexrail
Mexrail,  a 49%  owned  affiliate,  owns 100% of the Tex Mex and  certain  other
assets,  including the northern  (U.S.) half of a rail traffic bridge at Laredo,
Texas  spanning the Rio Grande  River.  TFM  operates  the southern  half of the
bridge. This bridge is a significant entry point for rail traffic between Mexico
and the U.S.  The Tex Mex  operates a 157 mile rail line  extending  from Corpus
Christi  to Laredo,  Texas,  and also has  trackage  rights  (from UP)  totaling
approximately 360 miles between Corpus Christi and Beaumont, Texas.

In early  1999,  the Tex Mex  completed  Phase II of a new rail yard in  Laredo,
Texas.  Phase I of the project was  completed in December 1998 and includes four
tracks comprising  approximately 6.5 miles.  Phase II of the project consists of
two new intermodal tracks totaling  approximately  2.8 miles.  Groundwork for an
additional ten tracks has been  completed;  however,  construction  on those ten
tracks has not yet begun.  Current  capacity  of the yard is  approximately  800
freight  cars.  Upon  completion  of  all  tracks,  expected  capacity  will  be
approximately 2,000 freight cars.



Certain Tex Mex property statistics follow:

                                                      1999              1998              1997
                                                    --------         --------           -------
                                                                               
    Route miles - main and branch line                   157              157               157
    Total track miles                                    533              530               521
    Miles of welded rail in service                        5                5                 5
    Main line welded rail (% of total)                     3%               3%               3%
    Locomotives (average years)                           25               25                25


12

Grupo TFM
Grupo TFM, an approximate 37% owned  affiliate,  owns 80% of the common stock of
TFM. TFM holds the concession to operate Mexico's  "Northeast Rail Lines" for 50
years, with the option of a 50-year extension  (subject to certain  conditions).
TFM operates 2,661 miles of main line and an additional 838 miles of sidings and
spur tracks,  and main line under trackage rights.  TFM has the right to operate
the  rail,  but  does  not own  the  land,  roadway  or  associated  structures.
Approximately  91% of TFM's main line consists of continuously  welded rail. 416
locomotives  are owned by TFM and  approximately  6,522  freight cars are either
owned by TFM or leased from  affiliates.  98 locomotives  and 4,960 freight cars
are leased from  non-affiliates.  Grupo TFM  (through  TFM) has office  space at
which various operational,  administrative,  managerial and other activities are
performed.  The primary  facilities  are  located in Mexico City and  Monterrey,
Mexico.  TFM leases  140,354 square feet of office space in Mexico City and owns
an 115,157 square foot facility in Monterrey.


Panama Canal Railway Company
PCRC, a 50% owned joint venture, holds the concession to reconstruct and operate
a 47-mile railroad that runs parallel to the Panama Canal. Reconstruction of the
railroad  commenced  in early 2000 and is expected to be  completed in mid-2001.
PCRC owns one  locomotive  and various  other  infrastructure  improvements  and
equipment.


Other Transportation
The  Company  is an 80% owner of  Wyandotte  Garage  Corporation,  which  owns a
parking  facility in downtown  Kansas  City,  Missouri.  The facility is located
adjacent  to the  Company  and KCSR  executive  offices,  and  consists of 1,147
parking spaces utilized by the employees of the Company and its  affiliates,  as
well as the general public.

Trans-Serve,  Inc.  operates  a  railroad  wood tie  treating  plant in  Vivian,
Louisiana under an industrial  revenue bond lease  arrangement with an option to
purchase.  This facility includes buildings totaling approximately 12,000 square
feet.

Global Terminaling  Services,  Inc. (formerly Pabtex,  Inc.) owns a 70 acre coal
and petroleum coke bulk handling facility in Port Arthur, Texas.

Mid-South  Microwave,  Inc. owns and operates a microwave system,  which extends
essentially along the right-of-way of KCSR from Kansas City, Missouri to Dallas,
Beaumont  and Port  Arthur,  Texas and New  Orleans,  Louisiana.  This system is
leased to KCSR.

Other  subsidiaries  of the  Company  own  approximately  8,000 acres of land at
various points adjacent to the KCSR right-of-way.  Other properties also include
a 354,000  square foot  warehouse  at  Shreveport,  Louisiana,  a bulk  handling
facility at Port Arthur,  Texas, and several former railway  buildings now being
rented to non-affiliated companies, primarily as warehouse space.

The Company owns 1,025 acres of property  located on the  waterfront in the Port
Arthur, Texas area, which includes 22,000 linear feet of deep-water frontage and
three docks.  Port Arthur is an uncongested  port with direct access to the Gulf
of Mexico. Approximately 75% of this property is available for development.

13


FINANCIAL SERVICES (STILWELL)

Janus
Janus leases from  non-affiliates  455,400  square feet of office space in three
facilities for investment, administrative, marketing, information technology and
shareowner processing operations,  and approximately 52,700 square feet for mail
processing and storage requirements. These corporate offices and mail processing
facilities are located in Denver,  Colorado. Janus also has 1,200 square feet of
general  office space in Aspen,  Colorado.  In September  1998,  Janus opened an
investor  service  and  data  center  in  Austin,  Texas  and  currently  leases
approximately  170,200  square feet at this  facility.  Janus also leases  4,200
square feet of office space in Westport,  Connecticut  for  development of Janus
World  Funds Plc and 2,500  square feet of office  space in London,  England for
securities research and trading.

Berger
Berger  leases  approximately  29,800  square  feet of office  space in  Denver,
Colorado from a non-affiliate for its administrative and corporate functions.

Nelson
Nelson  leases  10,300  square  feet of office  space in Chester,  England,  the
location of its corporate  headquarters,  investment  operations  and one of its
marketing offices. During 1998, Nelson acquired additional office space adjacent
to its Chester location to accommodate  expansion  efforts.  Also, Nelson leases
six branch marketing  offices totaling  approximately  13,800 square feet in the
following  locations in the United Kingdom:  London,  Lichfield,  Bath,  Durham,
Stirling and York.

Stilwell Holding Company
The Stilwell holding company leases  approximately  12,500 square feet of office
space in Kansas City, Missouri from a non-affiliate for its corporate functions.


Item 3.    Legal Proceedings

The  information  set forth in response to Item 103 of Regulation S-K under Part
II Item 7,  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations,  "Other - Litigation and  Environmental  Matters" of this
Form 10-K is  incorporated by reference in response to this Item 3. In addition,
see discussion in Part II Item 8, Financial  Statements and Supplementary  Data,
at Note 12 - Commitments and Contingencies of this Form 10-K.


Item 4.    Submission of Matters to a Vote of Security Holders

No matters were  submitted to a vote of security  holders during the three month
period ended December 31, 1999.


Executive Officers of the Company

Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to paragraph
(b) of  Item  401 of  Regulation  S-K,  the  following  list is  included  as an
unnumbered  Item in Part I of this Form 10-K in lieu of being included in KCSI's
Definitive  Proxy  Statement  which  will be filed no later  than 120 days after
December 31, 1999. All executive  officers are elected annually and serve at the
discretion  of the Board of Directors  (or in the case of Mr. T. H. Bailey,  the
Janus Board of  Directors).  Certain of the executive  officers have  employment
agreements with the Company.

14

Name                  Age             Position(s)
- ----------------------------------------------------------------------
L.H. Rowland           62       Chairman, President and
                                 Chief Executive Officer of the Company
M.R. Haverty           55       Executive Vice President, Director
T.H. Bailey            62       Chairman, President and
                                 Chief Executive Officer of
                                 Janus Capital Corporation
P.S. Brown             63       Vice President, Associate General
                                 Counsel and Assistant Secretary
R.P. Bruening          61       Vice President, General Counsel and
                                 Corporate Secretary
D.R. Carpenter         53       Vice President - Finance
W.K. Erdman            41       Vice President - Corporate Affairs
A.P. McCarthy          53       Vice President and Treasurer
J.D. Monello           55       Vice President and Chief Financial Officer
L.G. Van Horn          41       Vice President and Comptroller

The  information  set forth in the Company's  Definitive  Proxy Statement in the
description  of the Board of  Directors  with  respect  to Mr.  Rowland  and Mr.
Haverty is incorporated herein by reference.

Mr. Bailey has  continuously  served as Chairman,  President and Chief Executive
Officer of Janus Capital Corporation since 1978.

Mr. Brown served as Vice  President,  Associate  General  Counsel and  Assistant
Secretary from May 1993 to December 31, 1999.

Mr.  Bruening has  continuously  served as Vice  President,  General Counsel and
Corporate  Secretary  since July 1995.  From May 1982 to July 1995, he served as
Vice President and General Counsel.

Mr. Carpenter has continuously served as Vice President - Finance since November
1996. He was Vice President - Finance and Tax from May 1995 to November 1996. He
was Vice President - Tax from June 1993 to May 1995.

Mr. Erdman has continuously  served as Vice President - Corporate  Affairs since
April 1997.  From  January  1997 to April 1997 he served as Director - Corporate
Affairs. From 1987 to January 1997 he served as Chief of Staff for United States
Senator from Missouri, Christopher ("Kit") Bond.

Mr. McCarthy has  continuously  served as Vice President and Treasurer since May
1996. He was Treasurer from December 1989 to May 1996.

Mr.  Monello  has  continuously  served as Vice  President  and Chief  Financial
Officer since March 1994.

Mr. Van Horn has continuously served as Vice President and Comptroller since May
1996. He was Comptroller from September 1992 to May 1996.

There are no arrangements or understandings  between the executive  officers and
any  other  person  pursuant  to which  the  executive  officer  was or is to be
selected as an officer of KCSI,  except with respect to the  executive  officers
who have entered into  employment  agreements,  which  agreements  designate the
position(s) to be held by the executive officer.

None of the above officers are related to one another by family.

15
                                    Part II

Item 5.    Market for the Company's Common Stock and Related Stockholder Matters

The information set forth in response to Item 201 of Regulation S-K on the cover
(page i) under the heading  "Company  Stock,"  and in Part II Item 8,  Financial
Statements  and  Supplementary  Data,  at Note  15 -  Quarterly  Financial  Data
(Unaudited) of this Form 10-K is incorporated  by reference in partial  response
to this Item 5.

Pursuant to a new credit  agreement dated January 11, 2000 as described  further
in Part II Item 7, Management's  Discussion and Analysis of Financial  Condition
and Results of Operations of this Form 10-K, the Company is restricted  from the
payment of cash dividends on the Company's common stock.

In contemplation of the separation of the Company's Transportation and Financial
Services  segments   ("Separation"),   the  Company's  stockholders  approved  a
one-for-two reverse stock split at a special  stockholders' meeting held on July
15, 1998.  The Company does not intend to effect this reverse  stock split until
the Separation is completed.

As of March 31, 2000,  there were 6,012  holders of the  Company's  common stock
based upon an accumulation of the registered stockholder listing.


Item 6.    Selected Financial Data
(in millions, except per share and ratio data)

The  selected   financial  data  below  should  be  read  in  conjunction   with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included  under  Item 7 of  this  Form  10-K  and  the  consolidated
financial   statements  and  the  related  notes  thereto,  and  the  Report  of
Independent  Accountants  thereon,  included under Item 8 of this Form 10-K, and
such data is qualified by reference thereto.



                                      1999 (i)        1998 (ii)       1997 (iii)        1996 (iv)       1995 (v)
                                    ----------      -----------      ----------       -----------      ----------
                                                                                        
Revenues                            $  1,813.7      $   1,284.3      $  1,058.3       $     847.3      $    775.2

Income (loss) from continuing
  operations                        $    323.3      $     190.2      $    (14.1)      $     150.9      $    236.7

Income (loss) from continuing operations per common share:
    Basic                           $     2.93      $      1.74      $    (0.13)      $      1.33      $     1.86
    Diluted                               2.79             1.66           (0.13)             1.31            1.80

Total assets                        $  3,088.9      $   2,619.7      $  2,434.2       $   2,084.1      $  2,039.6

Long-term obligations               $    750.0      $     825.6      $    805.9       $     637.5      $    633.8

Cash dividends per
  common share                      $      .16      $       .16      $      .15       $       .13      $      .10

Ratio of earnings to
  fixed charges                           7.07             4.44  (vi)      1.60 (vii)        3.30            6.14 (viii)

16

(i)  Includes unusual costs and expenses of $12.7 million ($7.9 million after-
     tax, or $0.07 per basic and diluted share) recorded by the Transportation
     segment,  reflecting,  among others,  amounts for facility and project
     closures,  employee  separations, Separation related costs, labor and
     personal injury related issues.

(ii) Includes  a  one-time  non-cash  charge  of $36.0  million  ($23.2  million
     after-tax,  or $0.21 per basic and diluted share) resulting from the merger
     of a wholly-owned subsidiary of DST with USCS International, Inc. ("USCS").
     DST  accounted  for the merger under the pooling of interests  method.  The
     charge  reflects  the  Company's  reduced  ownership  of DST  (from  41% to
     approximately 32%), together with the Company's  proportionate share of DST
     and  USCS  fourth  quarter  merger-related  charges.  See  Note  3  to  the
     consolidated financial statements in this Form 10-K

(iii)Includes $196.4 million ($158.1 million  after-tax,  or $1.47 per basic and
     diluted  share)  of  restructuring,  asset  impairment  and  other  charges
     recorded during fourth quarter 1997. The charges  reflect:  a $91.3 million
     impairment  of  goodwill  associated  with KCSR's  acquisition  of MidSouth
     Corporation in 1993; $38.5 million of long-lived  assets held for disposal;
     $9.2 million of impaired long-lived assets;  approximately $27.1 million in
     reserves related to termination of a union  productivity  fund and employee
     separations;  a $12.7 million  impairment of goodwill  associated  with the
     Company's  investment in Berger;  and $17.6  million of other  reserves for
     leases,  contracts and other reorganization costs. See Notes 2 and 4 to the
     consolidated financial statements in this Form 10-K.

(iv) Includes a one-time  after-tax  gain of $47.7  million  (or $0.42 per basic
     share, $0.41 per diluted share),  representing the Company's  proportionate
     share of the one-time gain  recognized by DST in connection with the merger
     of The  Continuum  Company,  Inc.,  formerly  a DST  unconsolidated  equity
     affiliate, with Computer Sciences Corporation in a tax-free share exchange.

(v)  Reflects  DST as an  unconsolidated  affiliate as of January 1, 1995 due to
     the DST public offering and associated  transactions  completed in November
     1995, which reduced the Company's  ownership of DST to  approximately  41%.
     The  public  offering  and  associated  transactions  resulted  in a $144.6
     million after-tax gain (or $1.14 per basic share,  $1.10 per diluted share)
     to the Company.

(vi) Financial information from which the ratio of earnings to fixed charges was
     computed  for the year  ended  December  31,  1998  includes  the  one-time
     non-cash  charge  resulting from the DST and USCS merger  discussed in (ii)
     above. If the ratio were computed to exclude this charge, the 1998 ratio of
     earnings to fixed charges would have been 4.75.

(vii)Financial  information  from which the ratio of earnings  to fixed  charges
     was   computed  for  the  year  ended   December  31,  1997   includes  the
     restructuring, asset impairment and other charges discussed in (iii) above.
     If the ratio were  computed  to exclude  these  charges,  the 1997 ratio of
     earnings to fixed charges would have been 3.60.

(viii) Financial  information  from which the ratio of earnings to fixed charges
     was  computed  for the year  ended  December  31,  1995  reflects  DST as a
     majority owned  unconsolidated  subsidiary through October 31, 1995, and an
     unconsolidated   41%  owned  affiliate   thereafter,   in  accordance  with
     applicable U.S.  Securities and Exchange  Commission rules and regulations.
     If the ratio were  computed to exclude the  one-time  pretax gain of $296.3
     million  associated  with the November 1995 public  offering and associated
     transactions,  the 1995 ratio of earnings to fixed  charges would have been
     3.04.


All years reflect the 3-for-1  common stock split to  shareholders  of record on
August 25, 1997, paid September 16, 1997.

The  information  set forth in response to Item 301 of Regulation S-K under Part
II Item 7,  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations, of this Form 10-K is incorporated by reference in partial
response to this Item 6.

17


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


OVERVIEW

The  discussion  set forth below,  as well as other  portions of this Form 10-K,
contains comments not based upon historical fact. Such forward-looking  comments
are based upon  information  currently  available to management and management's
perception  thereof as of the date of this Form 10-K. Readers can identify these
forward-looking  comments  by the use of such  verbs  as  expects,  anticipates,
believes or similar verbs or conjugations  of such verbs.  The actual results of
operations of Kansas City Southern  Industries,  Inc.  ("KCSI" or the "Company")
could materially differ from those indicated in  forward-looking  comments.  The
differences  could be caused by a number of  factors or  combination  of factors
including, but not limited to, those factors identified in the Company's Current
Report  on Form  8-K/A  dated  June 3,  1997,  which  is on file  with  the U.S.
Securities and Exchange  Commission (File No. 1-4717) and is hereby incorporated
by reference herein.  Readers are strongly  encouraged to consider these factors
when evaluating any  forward-looking  comments.  The Company will not update any
forward-looking comments set forth in this Form 10-K.

The discussion  herein is intended to clarify and focus on the Company's results
of operations,  certain changes in its financial  position,  liquidity,  capital
structure and business  developments for the periods covered by the consolidated
financial  statements  included  under  Item 8 of this Form 10-K.  As  discussed
below,  the  Company  is in  discussions  with the Staff of the  Securities  and
Exchange  Commission  as to  whether  or not Janus  Capital  Corporation  should
continue to be classified as a consolidated  subsidiary for financial  reporting
purposes. The outcome of these discussions could result in the Company restating
certain  of  its  consolidated  financial  statements  to  reflect  Janus  as  a
majority-owned  unconsolidated  subsidiary accounted for under the equity method
for financial reporting purposes.  This discussion should be read in conjunction
with these consolidated  financial statements,  the related notes and the Report
of Independent Accountants thereon, and is qualified by reference thereto.

KCSI, a Delaware corporation organized in 1962, is a diversified holding company
with principal  operations in rail  transportation and financial  services.  The
Company supplies its various subsidiaries with managerial, legal, tax, financial
and accounting services,  in addition to managing other "non-operating" and more
passive investments.

On March 26,  1999,  Standard  and Poors (S&P)  Financial  Information  Services
announced that it would add KCSI to its S&P 500 index. KCSI was added to the S&P
500  Railroads  Industry  group  after the close of  trading  on April 1,  1999.
Management  believes that the  Company's  addition to this index of leading U.S.
companies will have a positive long-term impact on KCSI stock and help build the
Company's shareholder base.

The Company's business  activities by industry segment and principal  subsidiary
companies follow:

Transportation.  Kansas City  Southern  Lines,  Inc.  ("KCSL"),  a  wholly-owned
subsidiary of the Company,  is the holding  company for  Transportation  segment
subsidiaries and affiliates. This segment includes, among others:

o The Kansas City Southern Railway Company ("KCSR"), a wholly-owned subsidiary;
o Gateway Western Railway Company ("Gateway Western"), a wholly-owned
  subsidiary;

18

o Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. ("Grupo TFM"), a 37%
  owned affiliate, which owns 80% of the common stock of TFM, S.A. de C.V.
  ("TFM");
o Mexrail, Inc. ("Mexrail"), a 49% owned affiliate, which wholly owns the Texas
  Mexican Railway Company ("Tex Mex");
o Southern Capital Corporation, LLC ("Southern Capital"), a 50% owned affiliate;
  and
o Panama Canal Railway Company ("PCRC"), a 50% owned affiliate.

The  businesses  that  comprise the  Transportation  segment  operate a railroad
system that provides  shippers with rail freight  service in key  commercial and
industrial markets of the United States and Mexico.

Financial  Services.   Stilwell  Financial,  Inc.  ("Stilwell"  -  formerly  FAM
Holdings,  Inc.),  a  wholly-owned  subsidiary  of the  Company,  is the holding
company for  subsidiaries  and  affiliates  comprising  the  Financial  Services
segment. The primary entities comprising the Financial Services segment are:

o Janus Capital Corporation  ("Janus"),  an approximate 82% owned subsidiary;
o Stilwell  Management,  Inc. ("SMI"),  a wholly-owned  subsidiary of Stilwell;
o Berger LLC ("Berger"), of which SMI owns 100% of the Berger preferred limited
  liability company interests and  approximately  86% of the Berger regular
  limited  liability company  interests;
o Nelson  Money  Managers  Plc  ("Nelson"),  an 80% owned subsidiary; and
o DST Systems Inc. ("DST"), an approximate 32% equity investment owned by SMI.

The businesses that comprise the Financial  Services  segment offer a variety of
asset  management  and  related  financial  services  to  registered  investment
companies, retail investors, institutions and individuals.

Upon the  completion  of a public  offering of DST common  stock and  associated
transactions  in November 1995, the Company's  ownership of DST was reduced from
100% to  approximately  41%.  As  discussed  below,  the 1998  merger  between a
wholly-owned subsidiary of DST and USCS International,  Inc. ("USCS"), accounted
for by  DST as a  pooling  of  interests,  reduced  KCSI's  ownership  of DST to
approximately  32%  and  resulted  in  a  one-time  pretax  non-cash  charge  of
approximately $36.0 million.

All per share  information  included  in this Item 7 is  presented  on a diluted
basis, unless specifically identified otherwise.


RECENT DEVELOPMENTS

Planned Separation of the Company Business  Segments.  The Company announced its
intention to separate the Transportation and Financial Services segments through
a  proposed  dividend  of the  stock of  Stilwell,  a  holding  company  for its
Financial Services businesses (the "Separation").  On July 12, 1999, the Company
announced  that the Internal  Revenue  Service  ("IRS")  issued a favorable  tax
ruling  permitting the Company to separate its Financial  Services  segment from
its Transportation segment. Additionally, in February 2000, the Company received
a  favorable  supplementary  tax  ruling  from  the IRS to the  effect  that the
assumption  of $125  million of KCSI debt by Stilwell  (in  connection  with the
Company's  re-capitalization  discussed  below)  would  have  no  effect  on the
previously issued tax ruling. In contemplation of the Separation,  the Company's
stockholders   approved  a   one-for-two   reverse  stock  split  at  a  special
stockholders'  meeting  held on July 15,  1998.  The Company will not effect the
reverse stock split until the Separation is completed.

19

On March 26,  1999, a number of Janus  minority  stockholders  and  employees of
Janus, including members of Janus' management,  its chief executive officer, its
chief investment  officer,  portfolio managers and assistant  portfolio managers
who own a material  number of Janus shares,  five of the six Janus directors and
others (the "Janus Minority Group") proposed that KCSI consider,  in addition to
the  Separation,  a separate  spin-off of Janus.  Members of the Janus  Minority
Group met with KCSI's  Board of  Directors  ("Board") on June 23, 1999 and urged
the Board to consider their separate spin-off proposal.

The Janus Fund Trustees ("Trustees") expressed support on March 26, 1999 for the
proposal  of  the  Janus  Minority  Group,   indicating  that,  based  on  their
discussions with members of that group, the Trustees believed the proposal would
provide  superior  equity  ownership  opportunities  for key Janus employees and
could  help  assure  continuity  of  management  for the Janus  Funds.  Stilwell
management   assured  the  Trustees  of  their  support  for  equity   incentive
arrangements  for key Janus  personnel,  but believed these  incentives could be
achieved  without a separate  spin-off of Janus.  The Trustees have continued to
express  their  support  for  equity  incentive  arrangements  for the key Janus
personnel, but have indicated that they intend to remain neutral with respect to
the  disagreements  between  Stilwell and the Janus Minority Group. The Trustees
have strongly  encouraged the parties to resolve their  disagreements as soon as
possible so that they would not be a distraction  to the management of the Janus
Funds.

After  considering  the  information  presented by the Janus  Minority Group and
information  provided  by  Stilwell  management  regarding  the  advantages  and
disadvantages  of the two methods of  achieving  the  Separation,  KCSI's  Board
decided  that  the  Separation   should  go  forward  on  the  basis  originally
contemplated. In arriving at this decision, KCSI's Board took into consideration
a number of factors, including that: i) a favorable tax ruling on the Separation
had been received from the IRS; ii) the presentation by the Janus Minority Group
was not persuasive, in the Board's view, as to the advantages of the alternative
proposal as compared to the Separation;  iii) there was a lack of certainty that
a favorable  tax ruling could be obtained in a timely  manner,  or at all,  with
respect to the alternative proposal;  and iv) the Separation was more consistent
with the strategic direction of Stilwell.


Stilwell  Files a  Registration  Statement  on Form 10 with the  Securities  and
Exchange  Commission  ("SEC").  On August 19, 1999,  the Company  reported  that
Stilwell  filed a Form  10  with  the SEC in  connection  with  KCSI's  proposed
Separation.  The filing includes an Information  Statement that will be provided
to KCSI  shareholders  after the Form 10  becomes  effective.  The  Company  has
received  comments  from the SEC and has been  involved in detailed  discussions
with the SEC on such items. As part of this process, the Company filed Amendment
#1 to the  Stilwell  Form 10 on October 18,  1999,  Amendment #2 on December 22,
1999 and  Amendment  #3 on January 19, 2000.  The Stilwell  Form 10 has not been
declared effective.


Re-capitalization  of the  Company's  Debt  Structure.  In  preparation  for the
Separation,  the  Company  re-capitalized  its debt  structure  in January  2000
through a series of transactions as follows:

Bond Tender and Other Debt Repayment. On December 6, 1999, KCSI commenced offers
to  purchase  and  consent  solicitations  with  respect  to any  and all of the
Company's  outstanding  7.875% Notes due July 1, 2002, 6.625% Notes due March 1,
2005,  8.8% Debentures due July 1, 2022, and 7% Debentures due December 15, 2025
(collectively "Debt Securities" or "notes and debentures").

20

Approximately  $398.4 million of the $400 million  outstanding  Debt  Securities
were validly tendered and accepted by the Company.  Total consideration paid for
the repurchase of these  outstanding  notes and  debentures was $401.2  million.
Funding for the  repurchase  of these Debt  Securities  and for the repayment of
$264 million of borrowings under then existing  revolving credit  facilities was
obtained  from two new credit  facilities  (the "KCS  Credit  Facility"  and the
"Stilwell Credit Facility",  or collectively "New Credit  Facilities"),  each of
which was entered  into on January 11,  2000.  These New Credit  Facilities,  as
described further below, provide for total commitments of $950 million.

In first  quarter  2000,  the Company will report an  extraordinary  loss on the
extinguishment  of the  Company's  notes and  debentures of  approximately  $5.9
million, net of income taxes.

KCS Credit Facility.  The KCS Credit Facility provides for a total commitment of
$750 million,  comprised of three separate term loans totaling $600 million with
$200 million due January 11,  2001,  $150 million due December 30, 2005 and $250
million due December 30, 2006 and a revolving  credit  facility  available until
January 11, 2006 ("KCS Revolver").  The availability under the KCS Revolver will
initially  be $150  million and will be reduced to $100  million on the later of
January 2, 2001 and the  expiration  date with  respect to the Grupo TFM Capital
Contribution  Agreement  (see  Grupo TFM below in  "Significant  Developments").
Letters of credit are also available under the KCS Revolver up to a limit of $90
million.  Borrowings  under the KCS Credit Facility are secured by substantially
all of the Transportation segment's assets.

On January 11, 2000,  KCSR  borrowed the full amount ($600  million) of the term
loans and used the proceeds to repurchase the Debt Securities, retire other debt
obligations and pay related fees and expenses.  No funds were initially borrowed
under the KCS Revolver. Proceeds of future borrowings under the KCS Revolver are
to be used for working  capital and for other general  corporate  purposes.  The
letters of credit under the KCS  Revolver are to be used to support  obligations
in connection with the Grupo TFM Capital Contribution Agreement ($15 million may
be used for general corporate purposes).

Interest on the outstanding  loans under the KCS Credit Facility shall accrue at
a rate per annum based on the London  interbank  offered  rate  ("LIBOR") or the
prime rate, as the Company shall select.  Each loan shall accrue interest at the
selected rate plus the applicable  margin,  which will be determined by the type
of loan.  Until the term loan maturing in 2001 is repaid in full, the term loans
maturing  in 2001 and 2005 and all  loans  under the KCS  Revolver  will have an
applicable  margin of 2.75% per annum for LIBOR priced loans and 1.75% per annum
for prime  rate  priced  loans and the term loan  maturing  in 2006 will have an
applicable  margin of 3.00% per annum for LIBOR priced loans and 2.00% per annum
for prime rate based  loans.  The  interest  rate with  respect to the term loan
maturing  in 2001 is also  subject to 0.25% per annum  interest  rate  increases
every three  months  until such term loan is paid in full,  at which  time,  the
applicable  margins for all other loans will be reduced and may fluctuate  based
on the leverage ratio of the Company at that time.

The KCS Credit Facility requires the payment to the banks of a commitment fee of
0.50%  per  annum on the  average  daily,  unused  amount  of the KCS  Revolver.
Additionally  a fee equal to a per annum rate equal to 0.25% plus the applicable
margin  for LIBOR  priced  revolving  loans will be paid on any letter of credit
issued under the KCS Credit Facility.  The KCS Credit Facility  contains certain
covenants,  among others, as follows: i) restricts the payment of cash dividends
to common stockholders;  ii) limits annual capital  expenditures;  iii) requires
hedging instruments with respect to at least 50% of the outstanding  balances of
each of the term loans maturing in 2005 and 2006 to mitigate  interest rate risk
associated with the new variable rate debt; and iv) provides  leverage ratio and
interest  coverage ratio  requirements  typical of this type of debt instrument.
These covenants,  along with other provisions could restrict maximum utilization
of  the  facility.   Issue  costs  relating  to  the  KCS  Credit   Facility  of
approximately  $17.6  million  were  deferred  and  will be  amortized  over the
respective term of the loans.

21

In accordance  with the  provision  requiring the Company to manage its interest
rate risk through  hedging  activity,  in first quarter 2000 the Company entered
into five separate interest rate cap agreements for an aggregate notional amount
of $200 million  expiring on various  dates in 2002.  The interest rate caps are
linked to LIBOR. $100 million of the aggregate notional amount provides a cap on
the Company's  interest  rate of 7.25% plus the  applicable  spread,  while $100
million   limits  the  interest   rate  to  7%  plus  the   applicable   spread.
Counterparties   to  the  interest  rate  cap  agreements  are  major  financial
institutions who also participate in the New Credit Facilities. Credit loss from
counterparty non-performance is not anticipated.

Stilwell  Credit  Facility.  On January 11, 2000,  KCSI also arranged a new $200
million 364-day senior unsecured competitive  Advance/Revolving  Credit Facility
("Stilwell Credit Facility"). KCSI borrowed $125 million under this facility and
used the proceeds to retire debt  obligations as discussed  above.  Stilwell has
assumed this credit facility,  including the $125 million  borrowed  thereunder,
and  upon  completion  of  the  Separation,  KCSI  will  be  released  from  all
obligations thereunder. Stilwell repaid the $125 million in March 2000.

Two  borrowing  options are  available  under the Stilwell  Credit  Facility:  a
competitive  advance  option,  which is uncommitted,  and a committed  revolving
credit  option.  Interest on the  competitive  advance  option is based on rates
obtained  from bids as  selected by Stilwell  in  accordance  with the  lender's
standard competitive auction procedures. Interest on the revolving credit option
accrues based on the type of loan (e.g., Eurodollar, Swingline, etc.) with rates
computed using LIBOR plus 0.35% per annum or, alternatively,  the highest of the
prime  rate,  the  Federal  Funds  Effective  Rate  plus  0.005%,  and the  Base
Certificate of Deposit Rate plus 1%.

The Stilwell  Credit  Facility  includes a facility fee of 0.15% per annum and a
utilization  fee of 0.125%  on the  amount of the  outstanding  loans  under the
facility for each day on which the aggregate  utilization of the Stilwell Credit
Facility  exceeds  33% of the  aggregate  commitments  of the  various  lenders.
Additionally,  the Stilwell Credit Facility  contains,  among other  provisions,
various  financial  covenants,  which could restrict maximum  utilization of the
Stilwell  Credit  Facility.  Stilwell may assign or delegate all or a portion of
its rights and obligations  under the Stilwell Credit Facility to one or more of
its domestic subsidiaries.


Sale of  Janus  Stock.  In first  quarter  2000,  Stilwell  sold to  Janus,  for
treasury, 192,408 shares of Janus common stock and such shares will be available
for awards under Janus'  recently  adopted Long Term Incentive  Plan.  Janus has
agreed that for as long as it has  available  shares of Janus  common  stock for
grant  under that plan,  it will not award  phantom  stock,  stock  appreciation
rights or similar rights. The sale of these shares resulted in an after-tax gain
of  approximately  $15.7  million,  and  together  with the issuance by Janus of
approximately  35,000 shares of restricted stock in first quarter 2000,  reduced
Stilwell's ownership to approximately 81.5%.


Litigation  Settlement.  In January 2000,  Stilwell  received  approximately $44
million in connection with the settlement of a legal dispute related to a former
equity  investment.  The settlement  agreement  resolves all outstanding  issues
related to this former equity investment.  In first quarter 2000,  Stilwell will
recognize an  after-tax  gain of  approximately  $26 million as a result of this
settlement.


Dividends  Suspended  for KCSI Common  Stock.  During first  quarter  2000,  the
Company's Board announced  that,  based upon a review of the Company's  dividend
policy in  conjunction  with the New Credit  Facilities  discussed  above and in
light of the  anticipated  Separation,  it decided to suspend  the Common  stock
dividend  of KCSI under the  existing  structure  of the  Company.  This

22

action  complies  with the terms and  covenants  of the New  Credit  Facilities.
Subsequent  to the  Separation,  the separate  Boards of KCSI and Stilwell  will
determine the appropriate dividend policy for their respective companies.


Burlington  Northern Santa Fe Railway and Canadian  National Railway Merger.  In
December 1999, The Burlington Northern and Santa Fe Railway Company ("BNSF") and
Canadian  National  Railway Company ("CN")  announced their intention to combine
the two railroad companies.  In March 2000, however, the Surface  Transportation
Board ("STB") issued a 15-month moratorium on railroad mergers until the STB can
adopt new rules governing merger  activities.  This decision  temporarily delays
the  proposed  combination  of BNSF and CN.  BNSF and CN have  filed a motion of
appeal in an attempt to force the STB to review the BNSF-CN merger  application.
KCSR management  believes the STB's decision to suspend merger activities during
this 15-month period will allow the rail industry to focus on improving customer
service and operating efficiency rather than merger concerns.  In the long term,
however,  management  believes  a merger  of BNSF and CN could  have an  adverse
impact on revenues  through  traffic  diversions  from the KCSR-CN/IC  marketing
alliance (see below).


KCSR Purchase of 50 New Locomotives. During 1999, KCSR reached an agreement with
General  Electric ("GE") for the purchase of 50 new GE 4400 AC Locomotives  with
remote power capability.  The addition of these state-of-the-art  locomotives is
expected to have a favorable  impact on  operations  as a result of, among other
things:  retirement of older  locomotives with significant  ongoing  maintenance
needs;  decreased  maintenance costs and improved fuel efficiency;  better fleet
utilization;  increased  hauling power  eliminating  the need for certain helper
service;  and higher reliability and efficiency  resulting in fewer train delays
and less congestion. Southern Capital, through its existing variable rate credit
lines,  financed the purchase of these new locomotives,  and leases them to KCSR
under  operating  leases.  Rates on these  operating  leases  vary  based on the
Company's  credit  rating.  As a result  of this  transaction,  operating  lease
expense is expected to be  approximately  $7 million  higher in 2000 compared to
1999. KCSR expects, however, associated operating cost reductions with these new
and more efficient AC locomotives.  Delivery of these  locomotives was completed
in December 1999.


Panama Canal Railway  Company.  In January 1998,  the Republic of Panama awarded
KCSR and its joint venture partner,  Mi-Jack  Products,  Inc., the concession to
reconstruct  and operate the PCRC.  The 47-mile  railroad  runs  parallel to the
Panama Canal and, upon reconstruction,  will provide international shippers with
an important  complement to the Panama Canal.  In November 1999,  PCRC completed
the  financing  arrangements  for this  project with the  International  Finance
Corporation  ("IFC"),  a member  of the  World  Bank  Group.  The  financing  is
comprised  of a $5  million  investment  from  the IFC and  senior  loans in the
aggregate  amounts of up to $45 million.  The  investment of $5 million from the
IFC is  comprised  of  non-voting  preferred  shares,  paying  a 10%  cumulative
dividend. These preferred shares reduce the Company's ownership interest in PCRC
from 50% to 41.67%.  The  preferred  shares are  expected  to be redeemed at the
option of IFC any year after 2008 at the lower of i) a net  cumulative  internal
rate of return of 30%,  or ii)  eight-times  earnings  before  interest,  income
taxes,   depreciation  and  amortization  (average  of  two  consecutive  years)
calculated  in  proportion  to the IFC's  percentage  ownership  in PCRC.  Under
certain limited conditions,  the Company is a guarantor for up to $15 million of
cash  deficiencies  associated  with project  completion.  Additionally,  if the
Company or its partner terminates the concession contract without the consent of
the IFC,  the Company is a  guarantor  for up to 50% of the  outstanding  senior
loans.  The total  cost of the  reconstruction  project is  estimated  to be $75
million  with  an  equity  commitment  from  KCSR  not to  exceed  $13  million.
Reconstruction  of PCRC's  right-of-way  is  expected to be complete in mid-2001
with commercial operations to begin immediately thereafter.

23

RESULTS OF OPERATIONS

SIGNIFICANT DEVELOPMENTS

In addition to the developments mentioned above,  consolidated operating results
from 1997 to 1999 were affected by the following significant developments.

CONSOLIDATED KCSI

Repurchase  of  Stock.  As  disclosed  in the  Current  Report on Form 8-K dated
February 25, 1999,  the Company  repurchased  460,000 shares of its common stock
from The DST Systems,  Inc.  Employee Stock Ownership Plan (the "DST ESOP") in a
private  transaction.  The DST ESOP has  previously  sold to the  Company  other
shares of KCSI  stock,  which were part of the DST ESOP's  assets as a result of
DST's  participation  in the Company's  employee  stock  ownership plan prior to
DST's initial public offering in 1995.

The shares were  purchased  at a price  equal to the closing  price per share of
KCSI's  common stock on the New York Stock  Exchange on February  24, 1999.  The
shares are held in treasury for use in  connection  with the  Company's  various
employee benefit plans.

These  repurchases  are part of the 33 million  share  repurchase  plan that the
Board  authorized  through two programs - the 1995 program for 24 million shares
and the 1996  program for 9 million  shares.  Including  this  transaction,  the
Company has repurchased a total of approximately 28.1 million shares under these
programs.

During 1998,  there were no repurchases  under these programs.  During 1997, the
Company  purchased  approximately  2.9 million  shares at an  aggregate  cost of
approximately  $50 million.  A portion of the shares under the 1996 program were
repurchased  through a forward  stock  purchase  contract,  which was  completed
during 1997. See discussion in "Financial  Instruments and Purchase Commitments"
below.


Stock Split and 20% Increase in Quarterly  Common  Stock  Dividend.  On July 29,
1997,  the  Board  authorized  a 3-for-1  split in the  Company's  common  stock
effected  in the form of a stock  dividend.  Amounts  reported in this Form 10-K
reflect  this  stock  split.  The Board  also voted to  increase  the  quarterly
dividend  20% to $0.04  per  share  (post-split).  Both  dividends  were paid on
September 16, 1997 to stockholders of record as of August 25, 1997. However, see
"Recent Developments" for a discussion of the suspension of dividends.


FINANCIAL SERVICES

Financial  Services  Companies  Contributed  to  Stilwell  Financial,   Inc.  In
preparation  for the  Separation,  effective July 1, 1999,  KCSI  contributed to
Stilwell its ownership  interests in Janus,  Berger,  Nelson and DST, as well as
certain other financial  services-related  assets,  and Stilwell  assumed all of
KCSI's liabilities  associated with the assets  transferred.  It is contemplated
that  Stilwell  will be listed on the New York Stock  Exchange and, at about the
time of the Separation, will begin trading under the symbol "SV".


DST Merger.  On December 21, 1998,  DST and USCS announced the completion of the
merger of USCS with a wholly-owned DST subsidiary.  The merger, accounted for as
a pooling of interests by DST,  expands DST's  presence in the output  solutions
and customer management software and

24

services  industries.  Under the terms of the merger, USCS became a wholly-owned
subsidiary of DST. DST issued  approximately  13.8 million  shares of its common
stock in the transaction.

The issuance of additional DST common shares reduced KCSI's  ownership  interest
from 41% to  approximately  32%.  Additionally,  the Company recorded a one-time
pretax non-cash charge of approximately  $36.0 million ($23.2 million after-tax,
or $0.21 per share),  reflecting the Company's  reduced ownership of DST and the
Company's  proportionate  share of DST and USCS  fourth  quarter  merger-related
costs. KCSI accounts for its investment in DST under the equity method.


Berger LLC  Formation  and  Ownership  History.  On September  30, 1999,  Berger
Associates,  Inc.  ("BAI")  assigned and  transferred  its operating  assets and
business  to its  subsidiary,  Berger  LLC,  a  limited  liability  company.  In
addition,  BAI changed its name to Stilwell  Management,  Inc. ("SMI"). SMI owns
100% of the preferred  limited liability company interests and approximately 86%
of the regular limited liability company interests in Berger.  The remaining 14%
of regular limited liability company interests were issued to key SMI and Berger
employees,  resulting in a non-cash compensation charge.  Additionally,  in late
1999 Stilwell contributed to SMI the approximate 32% investment in DST.

Prior to the change in corporate form discussed above, the Company owned 100% of
BAI. The Company  increased its ownership in BAI to 100% during 1997 as a result
of BAI's purchase,  for treasury, of common stock from minority shareholders and
the  acquisition  by KCSI of additional  BAI shares from a minority  shareholder
through the issuance of 330,000 shares of KCSI common stock.  In connection with
these  transactions,  BAI  granted  options  to  acquire  shares of its stock to
certain employees.  All of the outstanding options were cancelled upon formation
of Berger. This transaction resulted in approximately $17.8 million of goodwill,
which is being amortized over 15 years.  However,  the Company  recorded a $12.7
million  impairment of goodwill  associated  with the investment in Berger.  The
Company  determined  that a portion of the goodwill  recorded in connection with
the  Berger  investment  was  not  recoverable,   primarily  due  to  below-peer
performance and growth of the core Berger funds in 1996 and 1997. See discussion
in Note 4 to the consolidated financial statements.

The Company's 1994  acquisition  of a controlling  interest in BAI was completed
under a Stock  Purchase  Agreement  ("Agreement")  covering a  five-year  period
ending in October 1999.  Pursuant to the Agreement,  the Company was required to
make  additional  purchase  price  payments  based  upon BAI  attaining  certain
incremental levels of assets under management up to $10 billion by October 1999.
The Company paid $3.0 million  under this  Agreement in 1999.  No payments  were
made during 1998. In 1997, the Company made additional payments of $3.1 million.
These  payments  represent  adjustments  to the purchase price and the resulting
goodwill is being amortized over 15 years.


Acquisition of Nelson.  On April 20, 1998, the Company completed its acquisition
of 80% of Nelson, an investment  advisor and manager based in the United Kingdom
("UK").  Nelson offers  planning  based asset  management  services  directly to
private  clients.  Nelson  managed  approximately  $1.3  billion of assets as of
December 31, 1999. The acquisition,  accounted for as a purchase,  was completed
using a  combination  of cash,  KCSI common stock and notes  payable.  The total
purchase price was approximately  $33 million.  The purchase price was in excess
of the fair market value of the net tangible and identifiable  intangible assets
received and this excess was recorded as goodwill to be amortized  over a period
of 20 years.  Assuming  the  transaction  had been  completed  January  1, 1998,
inclusion of Nelson's results on a pro forma basis, as of and for the year ended
December 31, 1998,  would not have been material to the  Company's  consolidated
results of operations.

25

Berger Joint Venture. During 1996, Berger entered into a joint venture agreement
with Bank of Ireland Asset Management (U.S.) Limited  ("BIAM"),  a subsidiary of
Bank of  Ireland,  to develop  and market a series of  international  and global
mutual funds, as well as manage various  private  accounts.  The venture,  named
BBOI  Worldwide LLC  ("BBOI"),  is  headquartered  in Denver,  Colorado.  Berger
accounts for its 50% investment in BBOI under the equity method. Berger and BIAM
have entered into an agreement  to dissolve  BBOI.  Contingent  upon trustee and
shareowner approval, when BBOI is dissolved,  Berger will become the advisor and
administrator to the series of funds referred to as the Berger/BIAM Funds. BIAM,
provided  necessary   approvals  for  assignment  of  advisory   agreements  are
completed,  will  become the  advisor to BBOI's  private  accounts.  The Company
expects the dissolution to be completed by June 30, 2000.


TRANSPORTATION

Negotiations  to Purchase  Mexican  Government's  Ownership  Interest in TFM. On
January 28, 1999,  the Company,  along with other direct and indirect  owners of
TFM,  entered  into  a  preliminary   agreement  with  the  Mexican   Government
("Government"). As part of that agreement, an option was granted to the Company,
Transportacion Maritima Mexicana, S.A. de C.V. ("TMM") and Grupo Servia, S.A. de
C.V.  ("Grupo  Servia") to  purchase  all or a portion of the  Government's  20%
ownership  interest  in TFM at a discount.  The  option,  under the terms of the
preliminary agreement, has expired.  However,  management of TFM has advised the
Company that  negotiations with the Government are continuing and TFM management
expects that the Government will extend the option.


Access to Geismar, Louisiana Industrial Corridor. At a voting conference held on
March 25,  1999,  the STB  unanimously  approved  the merger of CN and  Illinois
Central ("IC") (collectively referred to as "CN/IC"). The STB issued its written
approval  with an  effective  date of June 24,  1999,  at which  time the CN was
permitted to exercise  control over IC's operations and assets.  As part of this
approval,  the STB  imposed  certain  restrictions  on the  merger  including  a
condition  requiring  that the CN/IC grant KCSR access to three  shippers in the
Geismar, Louisiana industrial area: Rubicon, Inc. ("Rubicon"), Uniroyal Chemical
Company, Inc. ("Uniroyal") and Vulcan Materials Company ("Vulcan"). These are in
addition to the three Geismar shippers (BASF Corporation -"BASF", Shell Chemical
Company  -"Shell",  and Borden  Chemical and Plastics  -"Borden")  to which KCSR
obtained  access as a result of the  strategic  alliance  agreement  with  CN/IC
discussed  below.  Access  to these  six  shippers  begins  October  1, 2000 and
management  believes  it  will  provide  the  Company  with  additional  revenue
opportunities.  See  further  discussion  below with  respect  to the  Marketing
Alliance with CN/IC.


Intermodal  facility at the former  Richards-Gebaur  Airbase.  During 1999, KCSR
entered  into a fifty  year  lease  with the City of Kansas  City,  Missouri  to
establish an automotive  and intermodal  facility at the former  Richards-Gebaur
Airbase,  which is  located  adjacent  to KCSR's  main rail  line.  The  Federal
Aviation  Administration  ("FAA")  has  officially  approved  the closure of the
existing airport, and improvements have commenced.  KCSR expects to relocate its
Kansas City intermodal facility to Richards-Gebaur during 2001.

Management  expects that the new facility  will provide  additional  capacity as
well as a strategic  opportunity to serve as an  international  trade  facility.
Management  plans for this  facility  to serve as a U.S.  customs  pre-clearance
processing  facility  for  freight  moving  along  the NAFTA  corridor.  This is
expected to alleviate some of the  congestion at the borders,  resulting in more
fluid  service to KCSL's  customers,  as well as customers  throughout  the rail
industry.

26

KCSR  expects to spend  approximately  $20  million  for site  improvements  and
infrastructure at Richards-Gebaur. Management expects to fund these improvements
using  operating cash flows and existing credit  facilities.  Lease payments are
expected to range  between  $400,000  and $700,000 per year and will be adjusted
for inflation based on agreed-upon formulas.  Management believes that, with the
addition of this  facility,  KCSR is positioned to increase its  automotive  and
intermodal revenue base by attracting additional NAFTA traffic.


Transportation Restructuring,  Asset Impairment and Other Charges. In connection
with the Company's  review of its accounts for the year ended  December 31, 1997
in accordance with established  accounting policies,  as well as a change in the
Company's  methodology for evaluating the recoverability of goodwill during 1997
(as  set  forth  in Note 2 to the  consolidated  financial  statements),  $196.4
million of  restructuring,  asset  impairment  and other  charges were  recorded
during fourth quarter 1997 (including  approximately  $18.4 million  recorded by
the Financial Services segment relating to i) a goodwill  impairment  associated
with the Berger  investment;  ii) the impairment of a non-core  investment;  and
iii) a contract  reserve).  After  consideration  of related  tax  effects,  the
Transportation  segment's  charges reduced its net income by $141.9 million,  or
$1.32 per share. The charges included:

o    A  $91.3  million  impairment  of  goodwill  associated  with  KCSR's  1993
     acquisition  of  MidSouth  Corporation  ("MidSouth").  In  response  to the
     changing competitive and business environment in the rail industry, in 1997
     the  Company   revised  its  accounting   methodology  for  evaluating  the
     recoverability  of  intangibles  from a business unit approach to analyzing
     each of the  Company's  significant  investment  components.  Based on this
     analysis,  the  remaining  purchase  price in excess  of fair  value of the
     MidSouth assets acquired was not recoverable.

o    A $38.5 million charge  representing  long-lived  assets held for disposal.
     Certain branch lines on the MidSouth route and certain  non-operating  real
     estate were  designated for sale.  During 1998, one of the branch lines was
     sold for a pretax gain of approximately $2.9 million. In first quarter 2000
     the other branch line was sold for a minimal pretax gain. A potential buyer
     has been  identified  for the  non-operating  real estate and management is
     currently negotiating this transaction.

o    Approximately $27.1 million in reserves related to the termination of union
     productivity fund and employee separations. The union productivity fund was
     established in connection with prior collective bargaining agreements and
     required KCSR to pay employees when reduced crew levels were used.  The
     termination of this fund resulted in a reduction of salaries and wages
     expense for the year ended December 31, 1998 of approximately $4.8 million.
     During 1998, approximately $23.1 million in cash payments reduced these
     reserves and approximately $2.5 million of the reserves were reduced based
     primarily on changes in the estimate of claims made relating to the union
     productivity fund. During 1999, approximately $1.1 million of cash payments
     were made relating to the union productivity fund and employee separations,
     leaving a reserve of approximately $0.4 million at December 31, 1999.

o    A $9.2 million impairment of assets at Global Terminaling Services, Inc.
     (formerly Pabtex, Inc.) as a result of continued operating losses and a
     decline in its customer base.

o    Approximately  $11.9  million  of other  charges  and  reserves  related to
     leases,  contracts and other  reorganization  costs. Based on the Company's
     review of its assets and  liabilities,  certain  charges  were  recorded to
     reflect  recoverability  and/or  obligation as of December 31, 1997. During
     1999 and 1998, approximately $2.2 and $6.6 million,  respectively,  in cash
     payments were made leaving  approximately  $1.8 million accrued at December
     31, 1999.

27

Marketing  Alliance with Canadian  National and Illinois  Central.  On April 16,
1998,  KCSR,  CN and IC  announced  a 15-year  marketing  alliance  that  offers
shippers new competitive options in a rail freight  transportation  network that
links key north-south  continental  freight markets.  The marketing alliance did
not require STB approval and was effective  immediately.  This alliance connects
points in Canada with the major U.S. Midwest markets of Detroit, Chicago, Kansas
City and St.  Louis,  as well as key  Southern  markets of  Memphis,  Dallas and
Houston.  It also provides  shippers with access to Mexico's rail system through
TFM.

In addition to providing  access to key north-south  international  and domestic
U.S.  traffic  corridors,  the railways'  seek to increase  business in existing
markets,  primarily  automotive and intermodal,  as well as in other key carload
markets,  including  those for  chemical  and  forest  products.  Transportation
management expects this alliance to provide opportunities for revenue growth and
position the railway as a key provider of rail service to the NAFTA corridor.

Under a separate access  agreement,  CN and KCSR plan investments in automotive,
intermodal and transload facilities at Memphis,  Dallas, Kansas City and Chicago
to capitalize on the growth  potential  represented  by the marketing  alliance.
Access to the proposed  terminals  would be assured for the 25-year life span of
the facilities,  regardless of any change in corporate control.  Under the terms
of this  access  agreement,  KCSR would  extend its rail system in the Gulf area
and,  in October  2000,  gain access to  additional  chemical  customers  in the
Geismar, Louisiana industrial area, one of the largest chemical production areas
in the world,  through a haulage  agreement.  Management  expects this access to
provide additional revenue  opportunities for the Company.  Prior to this access
agreement,  the Company received  preliminary STB approval for construction of a
nine-mile  rail line from  KCSR's main line into the  Geismar  industrial  area,
which the  chemical  manufacturers  requested  to be built to provide  them with
competitive  rail  service.  The Company will continue to hold the option of the
Geismar  build-in  provided that it is able to obtain the  requisite  approvals.
During 1999, however, the Company wrote-off  approximately $3.6 million of costs
related to the  Geismar  build-in  that had  previously  been  capitalized.  See
discussion above in "Recent  Developments" for the potential adverse impact that
the  proposed  merger of BNSF and CN could have on KCSR  revenues as a result of
traffic diversions away from the KCSR-CN/IC alliance.


Voluntary  Coordination  Agreement  with the Norfolk  Southern  Railway  Company
("Norfolk  Southern").   The  Company  entered  into  a  Voluntary  Coordination
marketing  agreement  with the  Norfolk  Southern  that  allows  the  Company to
capitalize on the east-west  corridor between Meridian,  Mississippi and Dallas,
Texas through  incremental  traffic volume gained through  interchange  with the
Norfolk  Southern.  This  agreement  provides the Norfolk  Southern  run-through
service  with access to Dallas and Mexico  while  avoiding  the  congested  rail
gateways of Memphis, Tennessee and New Orleans, Louisiana.


Grupo TFM.  Grupo TFM, a joint  venture of the Company and TMM,  was awarded the
right  to  purchase  80% of the  common  stock of TFM for  approximately  11.072
billion   Mexican   pesos   (approximately   $1.4  billion  based  on  the  U.S.
dollar/Mexican peso exchange rate on December 5, 1996). TFM holds the concession
to operate over Mexico's Northeast Rail Lines for 50 years, with the option of a
50-year extension (subject to certain conditions).

The remaining 20% of TFM was retained by the Government, which has the option of
selling its 20% interest through a public  offering,  or selling it to Grupo TFM
after  October  31,  2003 at the  initial  share  price  paid by Grupo  TFM plus
interest  computed at the Mexican  Base Rate (the  Unidad de  Inversiones  (UDI)
published by Banco de Mexico). In the event that Grupo TFM does not purchase the
Government's  20%  interest in TFM, the  Government  may require TMM and KCSI to

28

purchase the  Government's  holdings in proportion to each partner's  respective
ownership interest in Grupo TFM (without regard to the Government's  interest in
Grupo TFM - see below).

On January 31, 1997, Grupo TFM paid the first  installment of the purchase price
(approximately $565 million based on the U.S. dollar/Mexican peso exchange rate)
to the Government,  representing  approximately 40% of the purchase price. Grupo
TFM funded this initial  installment of the TFM purchase  price through  capital
contributions from TMM and the Company.  The Company  contributed  approximately
$298 million to Grupo TFM, of which approximately $277 million was used by Grupo
TFM as part of the  initial  installment  payment.  The  Company  financed  this
contribution using borrowings under existing lines of credit.

On June 23,  1997,  Grupo TFM  completed  the purchase of 80% of TFM through the
payment of the remaining $835 million to the Government. This payment was funded
by Grupo TFM using a significant  portion of the funds obtained from: (i) senior
secured  term credit  facilities  ($325  million);  (ii) senior notes and senior
discount  debentures  ($400  million);  (iii) proceeds from the sale of 24.6% of
Grupo  TFM to the  Government  (approximately  $199  million  based  on the U.S.
dollar/Mexican peso exchange rate on June 23, 1997); and (iv) additional capital
contributions  from TMM and the Company  (approximately  $1.4  million from each
partner).  Additionally,  Grupo TFM entered into a $150 million revolving credit
facility for general  working capital  purposes.  The  Government's  interest in
Grupo  TFM is in the form of  limited  voting  right  shares,  and the  purchase
agreement  includes a call option for TMM and the Company,  which is exercisable
at the original  amount (in U.S.  dollars) paid by the Government  plus interest
based on one-year U.S. Treasury securities.

In first quarter 1997, the Company entered into two separate forward contracts -
$98  million in  February  1997 and $100  million  in March  1997 - to  purchase
Mexican pesos in order to hedge  against a portion of the Company's  exposure to
fluctuations in the value of the Mexican peso versus the U.S.  dollar.  In April
1997, the Company  realized a $3.8 million pretax gain in connection  with these
contracts.  This gain was deferred, and has been accounted for as a component of
the Company's  investment in Grupo TFM.  These  contracts were intended to hedge
only a portion of the Company's exposure related to the final installment of the
purchase price and not any other transactions or balances.

Concurrent  with the  financing  transactions,  Grupo TFM,  TMM and the  Company
entered into a Capital Contribution  Agreement  ("Contribution  Agreement") with
TFM,  which  includes a possible  capital  call of $150 million from TMM and the
Company if certain performance  benchmarks,  outlined in the agreement,  are not
met.  The Company  would be  responsible  for  approximately  $74 million of the
capital  call.  The term of the  Contribution  Agreement  is three  years.  In a
related agreement between Grupo TFM, TFM and the Government,  among others,  the
Government  agreed to contribute up to $37.5 million of equity  capital to Grupo
TFM if TMM and the Company were  required to  contribute  under the capital call
provisions of the Contribution  Agreement prior to July 16, 1998. The Government
also  committed that if it had not made any  contributions  by July 16, 1998, it
would, up to July 31, 1999, make additional  capital  contributions to Grupo TFM
(of up to an aggregate  amount of $37.5 million) on a  proportionate  basis with
TMM and the Company if capital contributions are required. During these periods,
no  additional  contributions  from the  Company  were  requested  or made  and,
therefore,  the Government was not required to contribute any additional capital
to Grupo TFM under this related agreement. The commitment from the Government to
participate in a capital call has expired.  The  provisions of the  Contribution
Agreement requiring a capital call from TMM and the Company expire in June 2000.
If a capital call occurs prior to June 2000, the provisions of the  Contribution
Agreement  automatically  extend  to  June  2002.  As of  December  31,  1999 no
additional contributions from the Company have been requested or made.

29

At December 31, 1999,  the Company's  investment in Grupo TFM was  approximately
$286.5 million.  The Company's  interest in Grupo TFM is approximately 37% (with
TMM and a TMM  affiliate  owning 38.4% and the  Government  owning the remaining
24.6%).  The Company  accounts for its  investment in Grupo TFM under the equity
method.

See above for  discussion of the  Company's  option to purchase a portion of the
Government's interest in TFM.


Gateway Western.  The Company acquired  beneficial  ownership of the outstanding
stock of Gateway Western in December 1996. The stock acquired by the Company was
held in an independent voting trust until the Company received approval from the
STB on the acquisition effective May 5, 1997. The consideration paid for Gateway
Western (including various  acquisition costs and liabilities) was approximately
$12.2  million,  which  exceeded the fair value of the  underlying net assets by
approximately $12.1 million.  The resulting intangible is being amortized over a
period of 40 years.

Because the Gateway  Western  stock was held in trust during first quarter 1997,
the  Company  accounted  for  Gateway  Western  under  the  equity  method  as a
wholly-owned  unconsolidated  subsidiary.  Upon STB approval of the acquisition,
the  Company  consolidated  Gateway  Western  in  the  Transportation   segment.
Additionally, the Company restated first quarter 1997 to include Gateway Western
as a  consolidated  subsidiary as of January 1, 1997,  and results of operations
for the year ended December 31, 1997 reflect this restatement.

Under a prior  agreement with The Atchison,  Topeka & Santa Fe Railway  Company,
BNSF has the option to purchase the assets of Gateway  Western (based on a fixed
formula in the agreement) through the year 2004.


Railroad Industry Trends and Competition.  The Company's rail operations compete
against other  railroads,  many of which are much larger and have  significantly
greater  financial and other  resources  than KCSL.  Since 1994,  there has been
significant  consolidation  among major North American rail carriers,  including
the  merger  of  Burlington  Northern,  Inc.  and Santa Fe  Pacific  Corporation
("BN/SF",  collectively  "BNSF"),  the UP and  the  Chicago  and  North  Western
Transportation Company ("UP/CNW") and the 1996 merger of UP with SP. Further, in
1997 CSX  Corporation  ("CSX") and Norfolk  Southern  completed  negotiations to
purchase parts of Conrail,  Inc.  ("Conrail"),  which was approved by the STB in
1998.  In February  1998,  CN announced  its  intention to acquire the IC, which
received  STB  approval  effective  in June  1999.  Most  recently,  BNSF and CN
announced their  intention to merge,  subject to various  regulatory  approvals.
(Note:  In March 2000, the STB issued a 15-month  moratorium on railroad  merger
activities,  which has temporarily delayed the merger between BNSF and CN). As a
result  of  this  consolidation,   the  industry  is  now  dominated  by  a  few
"mega-carriers".  The  Company  believes  that  KCSR  revenues  were  negatively
affected  (primarily in 1996 and early 1997) by the UP/SP and BN/SF mergers as a
result of the  increased  competition,  which led to  diversions of rail traffic
away from KCSR lines.  The Company also  believes  that KCSR  revenues have been
negatively  impacted by the congestion  resulting from the Norfolk  Southern and
CSX takeover of Conrail.  KCSR management  regards the larger western railroads,
in  particular,  as  significant  competitors  to the Company's  operations  and
prospects because of their substantial resources.  The ongoing impact to KCSR of
these mergers is uncertain.  Management believes,  however,  that because of its
investments and strategic  alliances,  KCSL is positioned to attract  additional
rail traffic through its "NAFTA Railway."

In  addition  to  competition  within  the  railroad  industry,   the  Company's
Transportation  segment is subject to  competition  from motor  carriers,  barge
lines and other maritime shipping, which compete with the Company across certain
routes in its operating  area.  Mississippi  and Missouri

30

River barge traffic,  among others,  compete with KCSR in the  transportation of
bulk commodities  such as grains,  steel and petroleum  products.  Additionally,
truck carriers have eroded the railroad industry's share of total transportation
revenues.  Changing  regulations,  subsidized highway  improvement  programs and
favorable labor regulations have improved the competitive  position of trucks in
the United  States as an  alternative  mode of surface  transportation  for many
commodities. Low fuel prices disproportionately benefit trucking operations over
railroad  companies,  since  locomotives  are more  fuel-efficient  than trucks.
Conversely,  trucking companies are more negatively  affected in times of higher
fuel  prices.  Intermodal  traffic and certain  other  traffic face highly price
sensitive  competition,  particularly from motor carriers. In the United States,
the truck industry  frequently is more cost and  transit-time  competitive  than
railroads,  particularly  for  distances of less than 300 miles.  However,  rail
carriers, including KCSR, have placed an emphasis on competing in the intermodal
marketplace, working together to provide end-to-end transportation of products.

While  deregulation  of freight  rates has  enhanced the ability of railroads to
compete  with each  other and with  alternative  modes of  transportation,  this
increased  competition  has  resulted  in downward  pressure  on freight  rates.
Competition with other railroads and other modes of  transportation is generally
based on the rates charged,  the quality and reliability of the service provided
and the quality of the carrier's equipment for certain commodities.

See "Union Labor  Negotiations"  below for a  discussion  of the impact of labor
issues and regulations on competition in the transportation industry.


Union Labor  Negotiations.  Approximately 83% of KCSR and 88% of Gateway Western
employees,   respectively,  are  covered  under  various  collective  bargaining
agreements.

In 1996,  national labor  contracts  governing the KCSR were negotiated with all
major  railroad  unions,   including  the  United   Transportation   Union,  the
Brotherhood  of  Locomotive   Engineers,   the   Transportation   Communications
International  Union,  the Brotherhood of Maintenance of Way Employees,  and the
International Association of Machinists and Aerospace Workers. The provisions of
the various labor  agreements,  which  extended to December 31, 1999,  generally
include  periodic  general wage  increases,  lump-sum  payments to workers,  and
greater work rule flexibility,  among other provisions. These agreements did not
have a material  effect on the  Company's  consolidated  results of  operations,
financial  position or cash  flows.  As a result of the  operating  efficiencies
gained by the  existing  agreements,  management  believes the Company is better
positioned to compete  effectively  with  alternative  forms of  transportation.
Railroads continue,  however, to be restricted by certain remaining  restrictive
work rules and are thus  prevented  from  achieving  optimum  productivity  with
existing technology and systems.  Formal negotiations have begun with all unions
on revising these  agreements.  Those agreements  remain in effect until the new
agreements  are  reached.  Management  does not expect that this  process or the
resulting  labor  agreements  will have a  material  impact on its  consolidated
results of operations, financial condition or cash flows.

Labor  agreements  related to former  MidSouth  employees  covered by collective
bargaining agreements reopened for negotiations in 1996. These agreements entail
eighteen separate groups of employees and are not included in the national labor
contracts.  KCSR management has reached new agreements with all but one of these
unions.  While discussions with this one union are ongoing, the Company does not
anticipate  that this  process  or the  resulting  labor  agreement  will have a
material impact on its consolidated  results of operations,  financial condition
or cash flows.

The  majority  of  employees  of the Gateway  Western are covered by  collective
bargaining  agreements that extended through December 1999. Unions  representing
machinists and electrical workers,  however,  are operating under 1994 contracts
and are currently in negotiations to extend these

31

contracts.  Negotiations  on the agreements  that extend  through  December 1999
began in late 1999.  The Company  does not  anticipate  that this process or the
resulting  labor  agreements  will have a  material  impact on its  consolidated
results of operations, financial condition or cash flows.

KCSR,  Gateway and other railroads continue to be affected by labor regulations,
which are more  burdensome  than those governing  non-rail  industries,  such as
trucking  competitors.  The  Railroad  Retirement  Act  requires  up to a 23.75%
contribution by railroad  employers on eligible wages, while the Social Security
and Medicare  Acts only require a 7.65%  employer  contribution  on similar wage
bases. Other programs,  such as The Federal Employees Liability Act (FELA), when
compared to worker's  compensation  laws,  vividly  illustrate  the  competitive
disadvantage placed upon the rail industry by federal labor regulations.


Safety and Quality  Programs.  KCSR is working hard to achieve its safety vision
of becoming the safest  railway in North  America.  In 1999,  KCSR made progress
toward this  vision.  The Federal  Railroad  Administration  ("FRA")  Reportable
Injury Performance improved by 10% and the number of Highway Rail Grade Crossing
Collisions  decreased by 24%. While total derailments remained largely unchanged
from 1998, a series of strategic initiatives are underway to assist in enhancing
safety performance.

The driving force for these initiatives is strong leadership at the senior field
and corporate level within KCSR, and joint ownership of the safety  processes by
craft employees and managers.  This leadership and joint ownership in safety are
helping shape an improved safety culture at KCSR.

Some of the safety-related initiatives now underway at KCSR include:
o    The  development and  communication  of Division - Safety Action Plans that
     direct human and financial  resources to those areas crucial for success in
     safety.
o    Continued evolution of comprehensive training processes for craft and
     management employees.
o    The establishment of local safety committees inclusive of craft committee
     representatives on the newly formed Senior Safety Leadership Council.  This
     council is chaired by KCSR's Chief Operations Officer and includes much of
     the senior management team.
o    Conducting  system-wide  safety  assessments to review and enhance physical
     plant,  facilitate dialogue among KCSR personnel and involve management and
     union leadership in enhancing the safety culture.
o    Establishment  of a series  of  recognition  processes  designed  to reward
     superior   performance  in  safety  and  foster  ownership  of  the  safety
     processes.
o    Demonstrated  commitment by KCSR as a Responsible Care(R) - Partner company
     to meet and exceed the  Chemical  Manufacturer's  Association's  - Codes of
     Management Practices.
o    Development  of a new Safety and Rules book through  processes that involve
     craft/management   leaders   writing  and   communicating   the  rules  and
     recommended work practices.
o    Enhanced  operational  testing (behavior type auditing) of craft employees,
     including  coaching  substandard  performance  and  recognizing  safe  work
     practices.
o    Establishment of challenging goals and related funding to enhance highway
     rail grade crossing safety.

32


INDUSTRY SEGMENT RESULTS



The Company's revenues,  operating income and net income by industry segment are
as follows (in millions):
                                   1999(i)              1998(ii)              1997(iii)
                                -----------           -----------           -----------
                                                                   
    Transportation              $     601.4           $     613.5           $     573.2
    Financial Services              1,212.3                 670.8                 485.1
                                -----------           -----------           -----------
          Total                 $   1,813.7           $   1,284.3           $   1,058.3
                                ===========           ===========           ===========

Operating Income (Loss)
    Transportation              $      64.1           $     113.9           $     (92.7)
    Financial Services                518.3                 280.6                 199.2
                                -----------           -----------           -----------
          Total                 $     582.4           $     394.5           $     106.5
                                ===========           ===========           ===========

Net Income (Loss)
    Transportation              $      10.2           $      38.0           $    (132.1)
    Financial Services                313.1                 152.2                 118.0
                                -----------           -----------           -----------
          Total                 $     323.3           $     190.2           $     (14.1)
                                ===========           ===========           ===========


(i)  Includes  unusual  costs  and  expenses  of  $12.7  million  ($7.9  million
     after-tax)  recorded  by  the  Transportation  segment,  reflecting,  among
     others,  amounts for facility and project closures,  employee  separations,
     Separation related costs, labor and personal injury related issues.

(ii) Includes  a  one-time  non-cash  charge  of $36.0  million  ($23.2  million
     after-tax)  resulting from the merger of a  wholly-owned  subsidiary of DST
     with USCS.  DST  accounted  for the merger  under the pooling of  interests
     method.  The charge reflects the Company's  reduced  ownership of DST (from
     41% to approximately 32%), together with the Company's  proportionate share
     of DST and USCS fourth quarter  merger-related  charges.  See Note 3 to the
     consolidated financial statements in this Form 10-K.

(iii)Includes  $196.4 million  ($158.1  million  after-tax,  comprised of $141.9
     million  -Transportation  segment and $16.2  million -  Financial  Services
     segment) of  restructuring,  asset  impairment  and other charges  recorded
     during fourth  quarter  1997.  The charges  reflect  impairment of goodwill
     associated  with KCSR's 1993  acquisition of the MidSouth and the Company's
     investment  in  Berger,  long-lived  assets  held  for  disposal,  impaired
     long-lived assets,  reserves related to termination of a union productivity
     fund and employee separations, and other reserves for leases, contracts and
     reorganization  costs.  See  Notes  2 and 4 to the  consolidated  financial
     statements in this Form 10-K.

Consolidated  1999 net  income  increased  $133.1  million,  or 70%,  to  $323.3
million,  reflecting  higher  net income  from the  Financial  Services  segment
resulting from an 86% increase in average assets under  management  year to year
and the impact of the 1998 DST and USCS  merger  charges.  Partially  offsetting
this  increase  was a decline  in net  income  from the  Transportation  segment
arising  from lower  revenues  and higher  costs and  expenses,  including  $7.9
million (after-tax) of certain unusual costs and expenses. Consolidated revenues
and operating income improved 41% and 48%,  respectively,  as a result of higher
assets under  management  and  improved  operating  margins  from the  Financial
Services segment.

Consolidated net income for 1998 increased to $190.2 million from a consolidated
net  loss of $14.1  million  in 1997.  Exclusive  of the 1998 and 1997  one-time
charges  discussed  in ii) and iii)  above,  consolidated  net income grew $69.4
million,  or 48%, to $213.4 million from $144.0 million in 1997,  reflecting net
income  improvements in both the Transportation and Financial Services segments.
Consolidated  revenues  for the year ended  December  31, 1998 were $226 million
(21%)  higher than 1997 as a result of  increases  in both  segments.  Operating
income  (exclusive of 1997  restructuring,  asset  impairment and other charges)
increased $91.6 million (30%) year to year, driven by higher revenues as well as
improved consolidated operating margins.

A discussion of each business segment's results of operations follows.

33

TRANSPORTATION (KCSL)



The following  summarizes the income statement  components of the Transportation
segment  and  provides  a  reconciliation  to  ongoing  domestic  Transportation
earnings:

                                              1999                  1998                  1997
                                          ----------            ----------            ----------
                                                                             
Revenues                                  $    601.4            $    613.5            $    573.2
Costs and expenses                             480.4                 442.9                 425.8
Depreciation and amortization                   56.9                  56.7                  62.1
Restructuring, asset impairment
   and other charges                             -                     -                   178.0
                                          ----------            ----------            ----------
   Operating income (loss)                      64.1                 113.9                 (92.7)
Equity in net earnings (losses) of
   unconsolidated affiliates                     5.2                  (2.9)                 (9.7)
Interest expense                               (57.4)                (59.6)                (53.3)
Other, net                                       5.3                  13.7                   5.0
                                          ----------            ----------            ----------
   Pretax income (loss)                         17.2                  65.1                (150.7)
Income tax expense (benefit)                     7.0                  27.1                 (18.6)
                                          ----------            ----------            ----------
   Transportation net income (loss)             10.2                  38.0                (132.1)

Restructuring, asset impairment and
  other charges, net of income tax               -                     -                   141.9
Unusual costs and expenses,
   net of income tax                             7.9                   -                     -
Grupo TFM earnings
  and interest, net of income tax               10.9                  14.3                  17.6
                                          ----------            ----------            ----------

      Ongoing domestic Transportation
         earnings                         $     29.0            $     52.3            $     27.4
                                          ==========            ==========            ==========


For the year ended December 31, 1999, ongoing domestic  Transportation  earnings
decreased  $23.3 million  (44.6%)  compared to the year ended  December 31, 1998
primarily as a result of lower revenues, higher operating expenses and a decline
in other, net.  Transportation revenues declined $12.1 million, or 2.0%, for the
year ended December 31, 1999 versus 1998. KCSR revenues decreased 1.1% primarily
due to declines in chemical and petroleum, paper and forest and agricultural and
mineral  traffic,  partially  offset  by  increased  intermodal  and  automotive
traffic.  Other  transportation  businesses,  including  Gateway  Western,  also
reported  lower  revenues  due to  volume-related  declines.  Ongoing  operating
expenses increased  approximately 5% primarily due to higher  congestion-related
costs at KCSR,  while ongoing other,  net decreased  approximately  $5.5 million
primarily due to 1998 gains at KCSR (see below).

Ongoing domestic  Transportation  segment earnings  increased $24.9 million,  or
90.9%,  to $52.3  million for the year ended  December 31, 1998.  This  increase
resulted from higher revenues, which grew $40.3 million, or 7.0% (primarily from
a 6.5% increase in revenues at KCSR) and lower  operating  costs as a percentage
of revenue.  The Transportation  segment's  operating income,  exclusive of 1997
restructuring,  asset  impairment and other charges,  increased  33.5% to $113.9
million  from  $85.3  million in 1997.  This  increase  was  driven by  improved
operating  margins as a result of a slower rate of growth in operating  expenses
compared to  revenues.  Exclusive  of  depreciation  and  amortization  and 1997
restructuring,  asset impairment and other charges, the Transportation segment's
operating  costs as a  percentage  of  revenues  decreased  by more than 2% as a
result of cost containment  efforts.  The termination of the union  productivity
fund resulted in savings of approximately $4.8 million during 1998. Depreciation
and amortization  expenses  declined $5.1 million,  or 8.3%,  chiefly due to the
reduction of amortization and depreciation

34

expense of  approximately  $5.6 million  arising from the impairment of goodwill
and certain branch lines held for sale recorded during December 1997,  partially
offset by increased  depreciation  from  property  additions.  See  "Significant
Developments" above for further discussion.

Interest Expense and Other, net
1999 interest expense decreased $2.2 million, or 3.7%, to $57.4 million due to a
slight decrease in average debt balances  resulting from net repayments.  During
2000,  interest expense for the  Transportation  segment is expected to increase
due to higher  interest rates  associated with the debt  refinancing,  partially
offset by a related decrease in average debt balances.  See "Recent Developments
- - Re-capitalization  of the Company's Debt Structure" above. Other, net declined
$8.4 million for the year ended  December 31, 1999 relating  primarily to a 1998
gain on the sale of property ($2.9 million) and a 1998 receipt of interest ($2.8
million) related to a tax refund.

Interest expense for the year ended December 31, 1998 increased $6.3 million, or
11.8%,  to $59.6  million.  This increase  resulted from the inclusion of a full
year's interest associated with the debt related to the Company's  investment in
Grupo TFM,  partially  offset by a decrease in average debt  balances due to net
repayments  and a slight  decrease  in interest  rates  relating to the lines of
credit.  Additionally  during 1997,  interest of $7.4 million was capitalized as
part of the investment in Grupo TFM until operations  commenced (June 23, 1997).
Other,  net increased  $8.7 million to $13.7 million for the year ended December
31, 1998.  Included in this increase is a gain of $2.9 million (pretax) from the
sale of a branch line and $2.8  million of  interest  related to a tax refund in
1998.  Other  non-operating  real estate  sales  comprised  the  majority of the
remaining increase.

Income Taxes
Income tax expense  decreased $20.1 million for the year ended December 31, 1999
compared  to the same 1998  period,  primarily  because of the decline in pretax
income  of $47.9  million  (73.6%).  The  effective  tax rate for 1999 was 40.7%
compared to 41.6% in 1998.

Income taxes  increased  $45.7 million from a 1997 benefit of $18.6 million to a
$27.1 million  expense for the year ended  December 31, 1998.  This  fluctuation
resulted  primarily  because of the  restructuring,  asset  impairment and other
charges in 1997.  Exclusive  of these  charges,  income tax expense from year to
year  increased by $9.6 million,  or 54.8%,  primarily  due to higher  operating
income in 1998.


KCSL Subsidiaries

Following   is  a  detailed   discussion   of  the  primary   subsidiaries   and
unconsolidated affiliates comprising the Transportation segment. Results of less
significant subsidiaries have been omitted.


The Kansas City Southern Railway Company

The following  discussion  reflects the Kansas City Southern  Railway  operating
company on a stand-alone  basis.  The discussion  excludes  consideration of any
KCSR subsidiaries.

For the year ended  December 31, 1999,  KCSR  contributed  $26.8  million to the
Company's consolidated net income compared with $53.0 million for the year ended
December 31, 1998.  Exclusive  of $12.1  million  ($7.5  million  after-tax)  of
unusual  costs and expenses  recorded  during  fourth  quarter 1999 (see further
discussion below), KCSR contributed $34.3 million to the Company's  consolidated
net income.  The decrease in KCSR's  contribution to net income was due to lower
operating  margins  arising  from a 1.1%  decline in  revenues  coupled  with an
increase in operating  costs and expenses  (exclusive of these unusual costs) of
$22.1 million.

35

For the year ended  December  31, 1998,  KCSR's  contribution  to the  Company's
consolidated  net income  increased $25.6 million to $53.0 million,  compared to
$27.4 million  (exclusive of restructuring,  asset impairment and other charges)
in  1997.  This  increase  was  primarily  due to a $33.8  million  increase  in
revenues,  partially  offset by a $4.0  million  increase in variable  and fixed
operating costs.

Revenues



The  following  summarizes  revenues,  carloads  and  net ton  miles  of KCSR by
commodity mix:

                                                                    Carloads and
                                       Revenues                   Intermodal Units          Net Ton Miles
                               -------------------------     ------------------------   -----------------------
                                     (in millions)                 (in thousands)            (in millions)
                                 1999     1998     1997        1999     1998    1997      1999    1998   1997
                               -------- -------- -------     -------- -------- -------  ------- ------- -------
                                                                                
General commodities:
   Chemical and petroleum      $  128.0 $ 138.3  $ 133.1      157.2    165.4    162.9     4,199    4,528   4,187
   Paper and forest               104.0   108.8    106.4      165.8    172.5    175.8     3,062    3,129   3,054
   Agricultural and mineral        92.8    94.7     85.0      129.9    130.8    119.6     4,641    4,614   3,971
   Other                           25.6    20.2     20.5       30.8     25.4     24.4       767      677     623
                               -------- -------  -------     ------   ------  -------   -------  -------  ------
Total general commodities         350.4   362.0    345.0      483.7    494.1    482.7    12,669   12,948  11,835
   Intermodal                      51.4    46.3     43.2      221.8    182.6    161.6     1,536    1,340   1,278
   Coal                           117.4   117.6    102.6      200.8    204.4    177.1     7,891    7,477   6,210
                               -------- -------  -------     ------   ------    -----   -------  -------  ------
Subtotal                          519.2   525.9    490.8      906.3    881.1    821.4    22,096   21,765  19,323
   Other                           26.5    25.7     27.0         -        -        -          -        -       -
                               -------- -------  -------     ------   ------  -------   -------  -------  ------
   Total                       $  545.7 $ 551.6  $ 517.8      906.3    881.1    821.4    22,096   21,765  19,323
                               ======== =======  =======     ======   ======  =======   =======  =======  ======



1999 KCSR revenues decreased $5.9 million compared to 1998,  resulting primarily
from a decline in chemical and petroleum,  paper and forest and agricultural and
mineral  traffic,  partially  offset by an increase in intermodal and automotive
traffic.  General  commodity  carloads  decreased  2.1%,  resulting  in an $11.6
million decline in general  commodity  revenues,  while intermodal units shipped
increased 21.5% leading to a $5.1 million increase in related revenues.

KCSR revenues for 1998 were $551.6 million,  a $33.8 million  increase over 1997
as a result of higher revenues in all major commodity groups. 1998 coal revenues
increased $15.0 million,  or 14.7%,  compared to 1997 while intermodal  revenues
were  7.3%  higher.  General  commodities,  led  by  an  increase  of  11.4%  in
agricultural and mineral products  revenues,  improved $17.0 million,  or nearly
5%. A portion of the  increased  revenues  relate to traffic with Mexico,  which
increased approximately 118% during 1998, resulting in an additional $10 million
of  revenue.   Also,  increased  carloads  resulting  from  the  CN/IC  alliance
contributed to the higher revenues.

The following is a discussion of KCSR's major commodity groups.

Coal
KCSR  transports  significant  amounts  of high btu,  low-sulfur  coal  which it
receives  from the Powder  River Basin in Wyoming via other rail  carriers  with
connecting  rail lines in Kansas  City.  Coal is the  largest  single  commodity
handled by KCSR and has  historically  been one of KCSR's most stable  commodity
groups with recurring contractual  revenues.  The average length of contract for
KCSR coal  customers is five years - the  contract  with  Southwestern  Electric
Power Company  ("SWEPCO"),  its largest  customer,  extends  through 2006.  KCSR
delivers coal to eight electric  generating plants,  including Kansas City Power
and Light  ("KCP&L")  plants  in Kansas  City and  Amsterdam,  Missouri,  SWEPCO
facilities  in Flint  Creek,  Arkansas  and  Welsh,  Texas,  an Empire  District
Electric  Company plant near Pittsburg,  Kansas and an Entergy Gulf States plant
in Mossville,  Louisiana.  KCSR also transports coal as an intermediate  carrier
for  Western  Farmers  Electric  Cooperative  plant from Kansas City to Dequeen,
Arkansas,  where it interchanges  with a short-line  carrier for delivery to

36

the  plant.  KCSR also  delivers  lignite  to an  electric  generating  plant at
Monticello,  Texas  ("TUMCO").  In fourth quarter 1999,  KCSR began serving as a
bridge  carrier for coal  deliveries to a Texas  Utilities  electric  generating
plant in Martin  Lake,  Texas.  SWEPCO and Entergy  Gulf States  (formerly  Gulf
States Utility Company)  comprised  approximately 80%, 81% and 82% of total coal
revenues generated by KCSR in 1999, 1998 and 1997, respectively.

During  January  1999,  the  Kansas  City Power and Light  plant in Kansas  City
(referred to as the Hawthorn  plant)  suffered a major casualty and is projected
to be out of service until July 2001.  This  extended  outage is not expected to
have a material  impact on overall  coal  revenues as this plant is a short haul
move and represented approximately 5% of total coal tons hauled by KCSR in 1998.
Further,  some of the  volume  lost as a  result  of the  temporary  closure  of
Hawthorn  is being  shipped to KCP&L's  other plant in  Amsterdam,  Missouri - a
longer haul.  Although,  the volume of coal diverted to the  Amsterdam  plant is
less than that originally received at Hawthorn,  the longer haul helps to offset
the lost revenue.  This did not have a material  impact on coal revenues  during
1999.

During  the  first  nine  months of 1999,  KCSR  experienced  a decline  in coal
revenues  primarily  because of i) a decrease in demand  compared  with 1998 - a
year in which KCSR reported record coal revenues,  and ii) slower delivery times
due to  congestion  arising  from  track  maintenance  work  on the  north-south
corridor.  During the fourth quarter,  however,  coal revenues improved,  mostly
offsetting  these declines and resulting in year to date 1999 coal revenues only
slightly lower than the 1998 record  levels.  The  improvement  noted during the
fourth quarter resulted from increased  demand,  as well as from faster delivery
times  arising from the  completion of the track  maintenance  work in September
1999,  which  led to an  easing  of  congestion  and  increased  capacity.  Coal
accounted  for 22.6% of carload  revenues  during 1999  compared  with 22.4% for
1998.

Coal movements generated $117.6 million of revenue during 1998, a 14.7% increase
over 1997. This 1998 increase  resulted from higher unit coal traffic  (increase
in  carloads  of  nearly  16%)  arising  from  several  factors.   1)  In  1998,
unseasonably  warm weather  resulted in a higher  demand for  electric  power in
certain regions served by the KCSR and several utility customers  requested more
coal to  handle  this  increased  demand.  Additionally,  in order to  replenish
inventory levels depleted from this excess demand,  several locations  increased
their  coal  shipments.  2) During  1997,  unit coal  revenues  were  negatively
affected by unplanned  outages  (primarily  during first and second quarters) at
several  utilities  served by KCSR,  and first quarter  weather  problems  which
affected  carriers and the mines originating the coal. During 1998, the level of
unplanned  outages  declined and, thus,  more unit coal trains were delivered to
customers.  Additionally,  although  KCSR  experienced  certain  weather-related
slow-downs due to flooding during fourth quarter 1998, it did not  significantly
impact coal  revenues.  3) 1998 results  reflected a full year of revenues for a
utility  customer not served by KCSR until after the first quarter of 1997. Coal
accounted  for 22.4% of carload  revenues  during 1998  compared  with 20.9% for
1997.

Chemicals and Petroleum
Chemical  and  petroleum  products,  which are serviced via tank and hopper cars
primarily  to markets in the  southeast  and  northeast  United  States  through
interchange with other rail carriers,  as a combined group represent the largest
commodity to KCSR in terms of revenue.  Although 1999 was a  disappointing  year
for KCSR's chemical and petroleum business,  management expects revenues in this
commodity  group to grow in future  years  because  of i)  access to  additional
chemical  customers in Geismar,  Louisiana,  and ii) expanded access to chemical
shipments  between the United  States and Mexico  through  Tex Mex and TFM.  The
Geismar  industrial  area  is one  of the  largest  concentrations  of  chemical
suppliers in the world.  As a result of its marketing  agreement with CN/IC,  in
October 2000 KCSR is expected to gain access to the manufacturing  facilities of
BASF,  Shell and Borden in Geismar.  Further,  as a  restriction  imposed on the
merger of CN and IC, the STB granted  KCSR access to three  additional  shippers
(Rubicon,  Uniroyal and Vulcan) in Geismar  effective  October  2000.  These six
chemical  shippers in Geismar provide an opportunity

37

for KCSR to expand its rail service market share in this significant  industrial
corridor.  The Company also believes that by providing efficient,  reliable rail
service for shipments  between the United States and Mexico  through Tex Mex and
TFM, there is an opportunity to convert to rail chemical and petroleum  products
currently transported to and from Mexico by truck.

During 1999,  chemical and petroleum  revenues declined $10.3 million,  or 7.4%,
compared  with  1998,   primarily  as  a  result  of  significant   declines  in
miscellaneous  chemical and soda ash revenues.  Miscellaneous  chemical revenues
declined  $3.9  million  due,  in part,  to the  expiration  in late 1998 of the
emergency  service  order  in the  Houston  area  related  to the  UP/SP  merger
congestion,  as well as a continuing  decline in demand  because of domestic and
international chemical market conditions and competitive pricing pressures. Soda
ash revenues  fell 36.9% year to year because of a decrease in export  shipments
due to a competitive disadvantage to another carrier. Management does not expect
soda ash  revenues to return to past  levels in the near future  because of this
competitive  disadvantage.  Also  contributing to the decline were lower plastic
and petroleum  revenues,  which were also impacted by competitive market pricing
and lower demand.  Chemical and petroleum  products accounted for 24.7% of total
1999 carload revenues compared with 26.3% for 1998.

Chemical and petroleum revenues increased $5.2 million to $138.3 million in 1998
compared to 1997.  Increases in  miscellaneous  chemicals and soda ash carloads,
coupled  with higher  revenues per carload for plastic and  petroleum  products,
were offset by lower  carloads for  plastics,  petroleum  products and petroleum
coke.  The higher  revenues  per carload for  plastics  and  petroleum  products
resulted from a  combination  of rate  increases and length of hauls,  while the
increased  miscellaneous  chemical and soda ash carloads arose from the strength
of these markets in 1998. Shipments of plastic products decreased as a result of
a reduced  emphasis on low margin  business,  while petroleum and petroleum coke
carload  declines were a result of economic  turmoil  overseas  (primarily Asia)
affecting the export market. Chemical and petroleum products accounted for 26.3%
of total 1998 carload revenues compared with 27.1% for 1997.

Paper and Forest
KCSR's   rail   lines  run   through   the  heart  of  the   southeastern   U.S.
timber-producing  region.  Management  believes  that forest  products from this
region tend to grow faster and are generally less expensive than forest products
from other  regions.  Southern  yellow  pine  products  from the  southeast  are
increasingly being used at the expense of western producers who have experienced
capacity reductions because of public policy considerations.  KCSR serves eleven
paper mills directly  (including  International  Paper Co. and Georgia  Pacific,
Riverwood  International,  among  others)  and  six  others  indirectly  through
short-line  connections.  Primary traffic includes pulp and paper, lumber, panel
products  (plywood  and  oriented  strand  board),   engineered  wood  products,
pulpwood,  woodchips  and raw fiber used in the  production  of paper,  pulp and
paperboard.

For the year  ended  December  31,  1999,  paper  and  forest  product  revenues
decreased  $4.8 million  (4.4%)  compared with 1998. An overall  weakness in the
paper, lumber and related chemical markets led to volume declines in pulp/paper,
scrap paper, and pulpwood,  logs and chips.  Management believes,  however, that
the weakness in these markets is subsiding and expects that demand will increase
in 2000.  Further,  management  believes  there is potential  for an increase in
business to Mexico due to the high demand for woodpulp  and scrap  paper,  and a
potential  market for lumber and panel products as frame and panel  construction
methods  become  more  widely  accepted  in  Mexico.  Paper and  forest  traffic
comprised 20.0% of carload revenues during 1999 compared to 20.7% in 1998.

Paper and forest product  revenues  increased $2.4 million to $108.8 million for
1998,  primarily as a result of increased  carloads and revenues per carload for
pulp,  paper  and  lumber  products,  offset by a  reduction  in  pulpwood  chip
shipments.  Improved  lumber  shipments  in 1998  resulted  from the strong home
building and  remodeling  market,  while  pulp/paper  increases were primarily a

38

result of paper mill expansions for several  customers served by KCSR.  Although
paper and forest  revenues  increased  for 1998,  fourth  quarter  carloads  and
revenues  decreased  compared  with  fourth  quarter  of 1997.  Paper and forest
traffic  comprised  20.7% of carload  revenues  during 1998 compared to 21.7% in
1997.

Agricultural and Mineral
Agricultural  products  consist of domestic and export  grain,  food and related
products.  Shipper demand for  agricultural  products is affected by competition
among  sources  of grain and grain  products  as well as price  fluctuations  in
international markets for key commodities.  In its domestic grain business, KCSR
both receives and originates  shipments of grain and grain products for delivery
to feed mills  serving the poultry  industry.  Through the  Company's  marketing
agreement  with I&M Rail Link,  KCSR is able to access sources of grain and corn
in Iowa and other Midwestern  states.  KCSR currently serves 35 feed mills along
its rail lines throughout Arkansas, Oklahoma, Texas, Louisiana,  Mississippi and
Alabama.  Export  grain  shipments  include  primarily  wheat,  soybean and corn
transported  over  KCSR  rail  lines to the  Gulf of  Mexico  for  international
destinations,  and to Mexico via Laredo, Texas. Over the long-term, KCSR expects
to continue to  participate in the supply of carloads of grain to Mexico through
its  strategic  investments  in Tex Mex and TFM because of Mexico's  reliance on
grain  imports to meet its  minimum  needs.  Food and related  products  consist
mainly of soybean  meal,  grain  meal,  oils and canned  goods,  sugar and beer.
Mineral shipments consist primarily of ores, clay and cement.

Agricultural  and mineral product  revenues for 1999 decreased $1.9 million,  or
2.0%,  compared  to 1998.  Revenue  declines in export  grain,  food and related
products,  non-metallic  ores and stone,  clay and glass products were partially
offset by an increase  in  domestic  grain  revenues.  Declines in export  grain
resulted  primarily  from  competitive  pricing  and  changes in length of haul.
Declines in food products,  non-metallic ores and stone, clay and glass products
were primarily  attributable to demand-related  volume declines,  and changes in
traffic mix and length of haul.  Improvements  in domestic  grain  revenues were
driven by higher corn shipments to meet the demands of the feed mills located on
KCSR's rail lines; however,  during fourth quarter 1999, domestic grain revenues
declined  approximately  $1 million  because of a loss of market  share due to a
rail line build-in by the UP to a feed mill serviced by KCSR. Management expects
a future decline in domestic grain revenues due to this  competitive  situation.
Agricultural  and mineral  products  accounted for 17.9% of carload  revenues in
1999 compared with 18.0% in 1998.

Agricultural  and mineral product  revenues for the year ended December 31, 1998
were $94.7  million,  an increase of $9.7 million,  or 11.4%,  compared to 1997.
Increased  carloads  for  most  agricultural  and  mineral  products,  including
domestic and export  grain,  food,  nonmetallic  ores,  cement,  glass and stone
contributed to the increase. Higher revenues per carload, most notably in export
grain and food products,  were  partially  offset by a reduction in revenues per
carload  from  domestic  grain  movements.  Changes in revenues per carload were
primarily  due to mix of traffic and changes in the length of haul. A portion of
the volume  increase was  attributable  to  increased  traffic flow with Mexico.
Agricultural  and mineral  products  comprised 18.0% of carload revenues in 1998
compared with 17.3% in 1997.

Intermodal
The intermodal  freight business consists of hauling freight containers or truck
trailers by a combination of water, rail and motor carriers,  with rail carriers
serving as the link between the other modes of  transportation.  KCSR  increased
its share of the U.S.  intermodal  traffic  through the 1993  acquisition of the
MidSouth,  which  extended the  Company's  east/west  line running from Meridian
Mississippi  to  Shreveport,  Louisiana  and on to Dallas,  Texas.  Through  its
dedicated  intermodal  train service  between  Meridian and Dallas,  the Company
competes directly with truck carriers along the Interstate 20 corridor, offering
service times that are competitive with both truck and other rail carriers.

39

The  intermodal  business  is highly  price and service  driven as the  trucking
industry maintains certain competitive advantages over the rail industry. Trucks
are not obligated to provide or to maintain rights of way and do not have to pay
real  estate  taxes on their  routes.  In prior  years,  the  trucking  industry
diverted a substantial  amount of freight from the railroads as truck operators'
efficiency over long distances increased. Because fuel costs constitute a larger
percentage   of  the   trucking   industry's   costs,   declining   fuel  prices
disproportionately   benefit   trucking   operations  as  compared  to  railroad
operations,  while rising fuel prices  unfavorably  affect trucking  operations.
Changing  regulations,  subsidized  highway  improvement  programs and favorable
labor regulations  improved the competitive position of trucks as an alternative
mode of  surface  transportation  for many  commodities.  In  response  to these
competitive pressures, railroad industry management sought avenues for improving
the  competitiveness  of rail traffic and forged  numerous  alliances with truck
companies  in order to move more traffic by rail and provide  faster,  safer and
more efficient  service to its customers.  KCSR has entered into agreements with
several trucking companies for train service between Dallas and Meridian and has
streamlined its intermodal operations,  making service competitive both in price
and service with trucking.

KCSR's intermodal  business has grown  significantly over the last several years
with  intermodal  units  increasing  from 61,748 in 1993 to 221,816 in 1999, and
intermodal  revenues increasing from $17 million to $51 million during this same
period.  As  intermodal  revenues  increased  so  rapidly,  margins  on  certain
intermodal  business  declined.  In 1999,  management  addressed  the  declining
margins by increasing certain  intermodal rates effective  September 1, 1999 and
through  the  closure  of  two  under-performing  intermodal  facilities  on the
north-south route. Management expects these actions to improve the profitability
and operating efficiency of the intermodal business sector.

Through its  strategic  marketing  alliance  with the CN/IC and through  various
marketing  agreements with the Norfolk Southern,  management  expects to further
capitalize on the growth potential of intermodal freight revenues,  particularly
for  traffic  moving  between  points in the upper  Midwest and Canada to Kansas
City,  Dallas and Mexico.  Additionally,  management  anticipates  that with the
carve-up of Conrail,  Norfolk Southern and CSX  Transportation  will seek longer
hauls to their southern  gateways.  KCSR's  interchange points at Birmingham and
Mobile,  Alabama, as well as Meridian,  Mississippi,  will therefore provide the
opportunity  for  additional  revenue  growth  as these  eastern  shippers  seek
alternatives  to traditional  congested  gateways.  Furthermore,  KCSR is in the
process of transforming the former  Richards-Gebaur  Airbase in Kansas City to a
U.S. customs pre-clearance  processing facility, which is expected to handle and
process large volumes of domestic and  international  intermodal  freight.  Upon
completion,  this facility is expected to provide  additional  opportunities for
intermodal revenue growth (See "Significant Developments").

Intermodal revenues for 1999 increased $5.1 million, or 11.0%,  compared to 1998
revenues   primarily  due  to  an  increase  in  intermodal   units  shipped  of
approximately  21.5% year over year,  partially  offset by a decrease in revenue
per unit shipped.  All of the 1999 revenue growth is  attributable  to container
shipments,  which have a lower rate per unit shipped than trailers.  As a result
revenues  per  intermodal  unit  shipped  have  declined.  Container  movements,
however,  have more  favorable  profit  margins due to their lower inherent cost
structure  compared to trailers.  Approximately  $2.5 million of the  intermodal
growth was related to CN/IC alliance traffic.  Intermodal revenues accounted for
9.9% of carload revenues in 1999 compared with 8.8% in 1998.

During 1998,  intermodal  revenues  increased $3.1 million,  or 7.3%,  over 1997
primarily as a result of higher unit  shipments of  approximately  13% year over
year,  offset partially by a decrease in revenue per unit. Almost all of the 13%
volume growth related to containers.  As discussed  above,  container  shipments
have a lower rate per unit shipped than trailers  and, as a result  revenues per
unit  shipped  declined.  Intermodal  revenues  accounted  for  8.8% of  carload
revenues in both 1998 and 1997.

40

Other
KCSR's remaining freight business consists of automotive products,  metal, scrap
and slab steel, waste and military  equipment.  During 1999,  automotive product
revenues  of $5.9  million  were  nearly  three  times 1998  automotive  product
revenues  of $1.8  million.  This  increase  was, in part,  due to an  agreement
reached with General Motors Corporation for automobile parts traffic originating
in the upper Midwest and  terminating in Mexico.  Management  expects that i) as
the CN/IC  strategic  marketing  alliance  continues to mature and ii) following
completion  of the facility at the former  Richards-Gebaur  Airbase,  automotive
product revenues will continue to increase during the foreseeable future.  Other
revenues accounted for 4.9% of carload revenues during 1999 compared to 3.8% and
4.2% for 1998 and 1997,  respectively.  During the year ended December 31, 1997,
KCSR  accepted a minimal  amount of diverted UP trains as a result of UP traffic
congestion, resulting in approximately $3.9 million in miscellaneous revenue.

Costs and Expenses



The following table summarizes KCSR's operating expenses (dollars in millions):

                                                             1999           1998           1997
                                                          ---------       --------       ------
                                                                                
Salaries, wages and benefits                              $   181.6       $  168.9       $  173.6
Fuel                                                           32.6           31.9           34.7
Material and supplies                                          33.1           33.9           30.9
Car hire                                                       19.8            9.8            3.6
Purchased services                                             47.0           38.1           35.5
Casualties and insurance                                       26.7           27.0           21.4
Operating leases                                               50.8           56.5           56.8
Depreciation and amortization                                  50.2           50.6           54.7
Restructuring, asset impairment and other charges               -              -            163.8
Other                                                          34.1           25.0           26.5
                                                          ---------       --------       --------
     Total                                                $   475.9       $  441.7       $  601.5
                                                          =========       ========       ========


General
For the year ended December 31, 1999, KCSR's costs and expenses  increased $34.2
million  (7.7%) versus  comparable  1998,  primarily as a result of increases in
salaries, wages and related fringe benefits, fuel costs, car hire, and purchased
services,  partially offset by a decrease in operating  leases.  $12.1million of
the increase was comprised of unusual costs and expenses  recorded during fourth
quarter 1999 relating to employee separations, labor and personal injury related
costs,  write-off  of  costs  associated  with the  Geismar  project  and  costs
associated  with the closure of an  intermodal  facility.  The  remainder of the
increase  resulted  primarily from system congestion and capacity issues arising
from  track  maintenance  on the  north-south  corridor,  which  began in second
quarter  1999 and was  completed  at the end of the  third  quarter  1999.  Also
contributing to capacity and congestion problems was the implementation of a new
dispatching  system,  turnover  in  certain  experienced  operations  management
positions, unreliable and insufficient locomotive power, congestion arising from
eastern rail carriers, and several significant derailments.

For the year ended December 31, 1998,  KCSR's costs and expenses  increased $4.0
million over comparable 1997 (exclusive of 1997 restructuring,  asset impairment
and other  charges).  Increases  reported in materials and  supplies,  car hire,
purchased  services,  and  casualties  and  insurance,  were  largely  offset by
decreased  salaries,  wages  and  benefits,  fuel  costs  and  depreciation  and
amortization.  Salaries,  wages and benefits and  depreciation  and amortization
expenses declined as expected  primarily as a result of the 1997  restructuring,
asset   impairment   and  other   charges  as  discussed  in  the   "Significant
Developments"  above.  Fuel costs  decreased due to lower fuel prices  partially
offset by higher usage. 1998 KCSR variable operating expenses declined 1.5% as a

41

percentage of revenues,  exclusive of the 1997  restructuring,  asset impairment
and other charges.  These  improvements  related to the increase in revenues and
management's cost control initiatives.

Salaries, Wages and Benefits
Salaries,  wages and  benefits  expense  for the year ended  December  31,  1999
increased  $12.7  million  versus  comparable  1998,  an increase of 7.5%.  $3.0
million  of the  increase  results  from  certain  unusual  costs  and  expenses
including  employee  separations and union  labor-related  issues. The remaining
increase was primarily attributable to the congestion and capacity issues, which
resulted in the need for additional crews as well as overtime hours.

For the year ended  December 31,  1998,  salaries,  wages and  benefits  expense
decreased $4.7 million compared to 1997,  mostly because of the termination of a
union  productivity  fund in December 1997,  resulting in the elimination of pay
relating to reduced crews.

Fuel
For the year ended December 31, 1999, fuel expense increased  approximately 2.2%
compared to 1998,  as a result of a 1% increase in fuel usage  coupled with a 1%
increase in the average fuel price per gallon.  In 1999, fuel costs  represented
approximately  6.9% of total operating  expenses  compared to 7.2% in 1998. Fuel
expenses in early 2000 are  expected  to  continue  to increase  based on higher
market  prices  for fuel  and  comparable  usage  levels.  Management  believes,
however,  that fuel  efficiency will improve in 2000 as a result of the purchase
of the 50 new  locomotives  by  KCSR  in  late  1999  as  discussed  in  "Recent
Developments".

KCSR locomotive fuel usage  represented 7.2% of KCSR operating  expenses in 1998
(7.9% in 1997, exclusive of restructuring,  asset impairment and other charges).
1998 fuel costs declined $2.8 million,  or 8.1%,  arising from a 15% decrease in
average fuel cost per gallon (primarily due to market driven factors)  partially
offset by an increase in fuel usage of 9%.

Fuel  costs are  affected  by  traffic  levels,  efficiency  of  operations  and
equipment,  and  petroleum  market  conditions.  Controlling  fuel expenses is a
concern of management,  and expense savings remains a top priority. To that end,
from time to time KCSR enters into forward diesel fuel purchase  commitments and
hedge  transactions  (fuel  swaps and caps) as a means of  securing  volumes and
prices.  See  "Financial  Instruments  and  Purchase  Commitments"  for  further
information.

Roadway Maintenance
Portions  of  roadway  maintenance  costs are  capitalized  and  other  portions
expensed (as components of material and supplies, purchased services and other),
as appropriate.  Expenses aggregated $42, $40 and $47 million for 1999, 1998 and
1997,  respectively.   Maintenance  and  capital  improvement  programs  are  in
conformity  with the FRA's track  standards  and are accounted for in accordance
with applicable regulatory  accounting rules.  Management expects to continue to
fund roadway maintenance expenditures with internally generated cash flows.

Purchased Services
For the year ended December 31, 1999,  purchased services expense increased $8.9
million, or 23.4%,  compared to the year ended December 31, 1998, primarily as a
result of short term  locomotive  needs  (rents,  maintenance)  arising from the
congestion and capacity problems discussed above. As a result of KCSR's purchase
of 50 new  locomotives  discussed  in "Recent  Developments",  these  short-term
locomotive needs are expected to subside in 2000.

Purchased  Services  expenses  were  approximately  $2.6 million  higher in 1998
compared to 1997, primarily due to short-term locomotive requirements.

42

Car Hire
For the year ended  December 31, 1999,  expenses  for car hire  payable,  net of
receivables, increased $10.0 million over 1998. A portion of the increase in car
hire expense was attributable to congestion-related  issues, resulting in higher
payables to other railroads  because more foreign cars were on KCSR's system for
a longer period. This congestion also affected car hire receivable as fewer KCSR
cars and trailers were being utilized by other railroads. The remaining increase
in car hire expense results from a change in equipment  utilization.  Similar to
1998,  for certain  equipment,  KCSR has continued its transition to utilization
leases from fixed leases.  Costs for utilization leases are recorded as car hire
expense,  whereas  fixed lease costs are  recorded as operating  lease  expense.
Additionally,  as certain  fixed  leases  expire,  KCSR is  electing to use more
foreign cars rather than renew the lease.  A portion of the increase in car hire
costs was offset by a decrease in related  operating  lease expenses as a result
of these changes in equipment utilization.

Expenses for car hire payable, net of receivables increased $6.2 million for the
year ended  December  31, 1998  compared to 1997.  This  increase in net expense
resulted from a change in equipment  utilization as discussed above (i.e. switch
from fixed leases to utilization leases; use of more foreign cars versus renewal
of lease),  increased carloads,  track congestion (primarily  weather-related in
third  and  fourth  quarter)  and  decreased  amounts  of car  hire  receivable,
primarily due to the easing of the UP congestion prevalent in 1997.

Casualties and Insurance
For the year ended December 31, 1999,  casualties and insurance expense declined
slightly  (approximately $0.3 million) compared with the year ended December 31,
1998. This decline reflects lower personal  injury-related costs,  substantially
offset by increased equipment damage costs resulting from derailments. A primary
objective of KCSR is to operate in the safest  environment  possible and efforts
are ongoing to improve its safety  experience.  See "Significant  Developments -
Safety and Quality Programs".

1998 casualties and insurance  expense  increased $5.6 million,  or 26.2%,  over
1997,  primarily as a result of a $3.7 million  increase in  derailment  related
costs  experienced  during the latter  half of 1998,  as well as an  increase in
personal injury related expenses.

Operating Leases
For the year ended  December 31, 1999,  operating  lease expense  decreased $5.7
million, or 10.1% compared to the year ended December 31, 1998, as a result of a
change in equipment  utilization as discussed  above regarding car hire expense.
In 2000, however,  operating lease expense is expected to increase approximately
$7 million as a result of the 50 new GE 4400 AC locomotives leased during fourth
quarter 1999.

Operating lease costs did not materially change in 1998 compared to 1997.

Depreciation and amortization
1999  depreciation and amortization  expense declined slightly compared to 1998.
This slight decline results from the retirement of certain operating  equipment.
As these assets fully  depreciate and are retired,  they are being replaced,  as
necessary,  with equipment  under operating  leases.  This decline was partially
offset by increased  depreciation from property  additions.  Management  expects
depreciation and amortization  costs to increase in the second half of 2000 as a
result of the implementation of new operating  information  systems,  which will
affect virtually all areas of the organization.

For the year ended December 31, 1998, KCSR depreciation and amortization expense
declined  $4.1  million,  or  7.5%,  to $50.6  million.  This  decline  resulted
primarily  from the  reduction  of  amortization  and  depreciation  expense  of
approximately $5.6 million  associated with the impairment of goodwill,  as well
as certain branch lines held for sale, recorded during December

43

1997, the effect of which was not realized  until 1998. See discussion  above in
"Significant  Developments."  This  decline was  partially  offset by  increased
depreciation from property additions.

Operating Income and Operating Ratio

KCSR's  operating  income for the year ended December 31, 1999  decreased  $40.1
million (36.5%) to $69.8 million. This decline in operating income resulted from
a 1.1% decline in revenues  coupled with a 7.7% increase in operating  expenses.
Exclusive  of $12.1  million  of  unusual  operating  costs  and  expenses,  the
operating  income  declined  $28.0 million,  resulting in an operating  ratio (a
common  efficiency  measurement  among Class I railroads)  of 84.8% for the year
ended December 31, 1999 compared to 79.9% for 1998. Although the operating ratio
for 1999  was  disappointing,  management  expects,  on a  long-term  basis,  to
maintain the operating  ratio below 80%,  despite the  substantial  use of lease
financing for locomotives and rolling stock.

Exclusive of 1997  restructuring,  asset  impairment and other  charges,  KCSR's
operating  income  increased $28.6 million,  or 33.5%, to $113.9 million in 1998
from $85.3 million in 1997. This improved operating income,  which was driven by
increased revenues and the containment of operating expenses, resulted in a 1998
operating   ratio  of  79.9%   compared   with  83.4%  in  1997   (exclusive  of
restructuring, asset impairment and other charges).

KCSR Interest Expense and Other, net

For the year ended December 31, 1999,  interest expense  decreased $2.5 million,
or 7.0%, to $33.1 million from $35.6 million in 1998,  reflecting a reduction of
the average debt  balances as a result of debt  repayments.  Management  expects
KCSR interest expense to increase substantially in 2000 based on the refinancing
of the Company's debt structure in January 2000.  KCSR is the borrower under the
$750 million senior  secured credit  facility and will maintain all related debt
outstanding  on its balance  sheet.  This  increased  debt balance  coupled with
higher interest rates on the new facility will lead to higher  interest  expense
in 2000.  See "Recent  Developments",  "Liquidity"  and "Capital  Structure" for
further discussion.

For the year ended December 31, 1998,  interest  expense  decreased 6%, to $35.6
million  from $37.9  million  in 1997.  This  decrease  primarily  reflects  the
reduction  in  average  debt  balances  during  the  year  as a  result  of debt
repayments.

Other,  net declined $7.1 million for the year ended  December 31, 1999 relating
primarily  to a 1998  gain on the sale of  property  ($2.9  million)  and a 1998
receipt of interest ($2.8 million) related to a tax refund. Other, net increased
$6.2 million for the year ended December 31, 1998 versus 1997, primarily because
of these 1998  items.  Other  non-operating  real  estate  sales  comprised  the
majority of the remaining 1998 increase.


Gateway Western

Gateway  Western  contributed  $0.3  million  (including  goodwill  amortization
attributed to the  investment) to the Company's 1999 net income,  a $3.8 million
decrease  compared to 1998.  Freight  revenues  declined 10% to $40.7 million in
1999 from $45.2  million in 1998,  attributable  to lower  revenue for all major
commodity groups.  Decreases in revenue resulted from  volume-related  declines,
changes in traffic mix and competitive  pricing  pressures.  Operating  expenses
increased  $1.4 million  (3.8%) to $37.5  million,  largely due to a derailment.
Lower revenues coupled with higher expenses led to an increase in Gateway's 1999
operating ratio to 92.1% from 79.9% in 1998.

For the year ended December 31, 1998,  Gateway Western  contributed $4.1 million
to the  Company's  net income,  a $1.1  million  increase  (36.7%) over the $3.0
million  contributed in 1997.

44

Freight  revenues  increased $2.5 million to $45.2 million from $42.7 million in
1997,  while operating  expenses  increased about $0.9 million to $36.1 million.
These results helped lower Gateway  Western's  operating ratio to 79.9% for 1998
from 82.4% in 1997.


Unconsolidated Affiliates

During  1999,  1998  and  1997,  the  Transportation   segment's  unconsolidated
affiliates were comprised  primarily of Grupo TFM, Mexrail and Southern Capital.
The PCRC is currently under  reconstruction and projected to begin operations in
2001.

For the year ended December 31, 1999, the Transportation segment recorded equity
in net earnings of $5.2 million from unconsolidated  affiliates versus equity in
net losses of $2.9 million in 1998, an increase of $8.1  million.  This increase
relates  primarily to  improvements in equity earnings of Grupo TFM and Mexrail.
Also  contributing was an increase in 1999 equity earnings from Southern Capital
related mostly to the gain on the sale of the loan portfolio in 1999.

In 1999, Grupo TFM contributed  equity earnings of $1.5 million to the Company's
net income  compared  to equity  losses of $3.2  million in 1998.  Exclusive  of
deferred  income tax effects,  Grupo TFM's  contribution  to the  Company's  net
income  (including  the impact of associated  KCSI interest  expense)  increased
$19.4 million,  indicative of  substantially  improved  operations and continued
growth.  This  increase was  partially  offset by a $16 million  increase in the
Company's proportionate share of Grupo TFM's deferred tax expense in 1999 versus
1998. Higher Grupo TFM earnings resulted from a 22% increase in revenues and 97%
increase in  operating  income  partially  offset by an increase in deferred tax
expense.  Results  of Grupo  TFM are  reported  using  U.S.  generally  accepted
accounting  principles ("U.S. GAAP").  Because the Company is required to report
equity in Grupo TFM under U.S.  GAAP and Grupo TFM reports  under  International
Accounting  Standards,  fluctuations in deferred income tax  calculations  occur
based on translation  requirements and differences in accounting standards.  The
deferred income tax calculations are  significantly  impacted by fluctuations in
the relative  value of the Mexican  peso versus the U.S.  dollar and the rate of
Mexican  inflation,  and can result in  significant  variances  in the amount of
equity earnings (losses) reported by the Company.

In 1999, Mexrail  contributed equity earnings of $0.7 million compared to equity
losses of $2.0 million in 1998, an improvement of $2.7 million. Mexrail revenues
increased 3.2% while operating expenses declined  approximately 6%. The decrease
in  operating  expenses  resulted  primarily  from a  reorganization  of certain
business  practices  whereby the operations  were assumed by TFM. This change in
the operations of Mexrail  resulted in certain  efficiencies  and a reduction in
related costs.

For the year ended December 31, 1998, the Transportation segment recorded equity
in net losses of $2.9 million from unconsolidated  affiliates compared to equity
in net losses of $9.7 million in 1997. The majority of this improvement  related
to the operations of Grupo TFM. In 1998,  equity in net losses for the Company's
investment  in Grupo TFM were $3.2  million  compared to equity in net losses of
$12.9  million in 1997 (for the period from June 23, 1997 to December 31, 1997).
This  improvement  was primarily  attributable  to higher revenues and operating
income at Grupo TFM,  coupled  with a higher  tax  benefit  associated  with the
devaluation of the peso (on a U.S. GAAP accounting basis) and one-time impact of
the  write-off  of a $10 million  bridge loan fee in 1997.  Equity in net losses
from  Mexrail was $2.0 million in 1998  compared  with equity in net earnings of
$0.9 million in 1997. Tex Mex revenues increased during the first three quarters
of 1998 as a  result  of an  emergency  service  order  imposed  by the  Surface
Transportation Board ("STB") in the Houston, Texas area relating to 1997and 1998
UP service issues; however,  expenses associated with accommodating the increase
in traffic and congestion-related  problems of the UP system offset this revenue
growth.  In 1998,  equity in net earnings from Southern Capital was $2.0 million
compared with $2.1 million in 1997.

45

Grupo TFM
Similar to KCSR, Grupo TFM's subsidiary,  TFM, derives its freight revenues from
a wide  variety  of  commodity  movements,  including  chemical  and  petroleum,
automotive,  food and grain,  manufacturing industry,  metals, minerals and ores
and  intermodal.  For the year  ended  December  31,  1999,  Grupo TFM  revenues
improved $93.2 million to $524.5 million from $431.3 million in 1998. Reflecting
this  growth in  revenues,  operating  expenses  increased  approximately  $32.8
million during 1999; however, the operating ratio declined 8.9 percentage points
to 76.6% from 85.5%,  displaying  Grupo TFM management's  continued  emphasis on
operating  efficiency  and cost  control.  Volume-related  increases in car hire
expense and operating  leases were partially offset by an 8% decline in salaries
and wages.  Grupo TFM  management  believes  that  operating  efficiencies  will
continue to improve and that  expenses  will continue to decline as a percentage
of revenues in 2000.  Grupo TFM ultimately  expects an operating ratio under 70%
through a combination of increasing revenues and cost containment.

For the year ended December 31, 1998,  revenues  improved to $431.3 million from
$206.4  million for the initial  period of operations  (June 23, 1997 - December
31,  1997)  with  average  monthly  revenues  increasing  approximately  8%.  In
addition,  during 1998 Grupo TFM management was able to  successfully  implement
cost reduction strategies while continuing to increase revenues,  thus improving
operating  income.  Most notably,  salaries and wages  declined due to headcount
reductions while locomotive fuel expense decreased due to favorable fuel prices.
Evidence of these  improvements  was  reflected in TFM's 1998  operating  ratio,
which improved to 85.5% from approximately 94% for 1997.


Other Transportation-Related Affiliates and Holding Company Components

Other subsidiaries in the Transportation segment include:
o    KCSL, a wholly-owned subsidiary of the Company, serving as a holding
     company for Transportation-related entities;
o    Trans-Serve, Inc., an owner of a railroad wood tie treating facility;
o    Global  Terminaling  Services,  Inc.  ("GTS" -  formerly  "Pabtex,  Inc."),
     located in Port Arthur, Texas with deep water access to the Gulf of Mexico,
     an owner and operator of a bulk  materials  handling  facility which stores
     and transfers  coal and  petroleum  coke from trucks and rail cars to ships
     primarily for export;
o    Mid-South Microwave, Inc., which owns and leases a 1,600 mile industrial
     frequency microwave transmission system that is the primary communications
     facility used by KCSR;
o    Rice-Carden Corporation., owning and operating various industrial real
     estate and spur rail trackage contiguous to the KCSR right-of-way;
o    Southern Development Company, the owner of the executive office building in
     downtown Kansas City, Missouri used by KCSI and KCSR;
o    Wyandotte Garage  Corporation,  an owner and operator of a parking facility
     located in downtown Kansas City, Missouri used by KCSI and KCSR; and
o    Transfin Insurance, Ltd., a single parent captive insurance company,
     providing property and general liability coverage to KCSL and its
     subsidiaries and affiliates.

1999  contributions to net income from other  Transportation-related  affiliates
and KCSL decreased approximately $3.7 million from 1998, reflecting $1.3 million
in higher expenses at KCSL and lower  contributions from various  Transportation
subsidiaries. Higher expenses at KCSL relate mostly to costs associated with the
Separation  and other legal  matters.  Net income from GTS declined $2.0 million
during  1999 as a  result  of a 13%  decline  in  revenues  coupled  with an 80%
increase  in  operating  expenses.  A  significant  portion of the  increase  in
operating expenses of GTS related to uncollectable accounts and legal fees.

46

1998  contributions to net income from other  Transportation-related  affiliates
and KCSL increased  $10.0 million from 1997,  primarily as a result of the asset
impairment  charges  recorded  during fourth  quarter  1997.  Exclusive of these
charges, contributions to net income increased approximately $1.0 million.


TRANSPORTATION  SEGMENT TRENDS and OUTLOOK

Management expects general commodities,  intermodal and automotive traffic to be
largely dependent on economic trends within certain industries in the geographic
region  served by the railroads  comprising  the NAFTA  Railway.  Transportation
management was  disappointed  with 1999 results,  but believes the NAFTA Railway
continues to provide an  attractive  service for  shippers.  The  Transportation
segment  experienced  several  challenges  during 1999, the most notable being a
congested  rail system.  Numerous  actions were taken during  fourth  quarter to
alleviate  congestion  and address the cost  structure  of  operations.  Six new
sidings have recently  been added on KCSR's  north-south  route  between  Kansas
City,  Missouri and Beaumont,  Texas,  which has helped to improve  capacity and
ease  congestion.  Also, as a result of the completion of the track  maintenance
program in September  1999, the related  congestion has subsided.  Other actions
taken  include  management  staff  reductions,   a  new  operations  center  and
dispatching  system,  centralized  traffic  control in the Shreveport  yard area
(allows for more fluid  traffic) and rate  increases to boost  contribution  and
manage growth.  Additionally,  as mentioned  previously,  KCSR expects  improved
locomotive  efficiency  with the  addition of the 50 new GE 4400 AC  locomotives
received during fourth quarter 1999. Further,  management is placing an emphasis
on safety and training in 2000 to help improve the efficiency and  effectiveness
of  operations,  as well as to reduce the number of  derailments,  accidents and
employee lost work days.  These actions have already  produced  improvements  in
operations  and  traffic  flow  in  December  1999  and  early  2000.  Based  on
anticipated  traffic levels, the easing of congestion during fourth quarter 1999
and the expected results of these management initiatives,  revenues for 2000 are
expected to increase  compared with 1999 levels.  Variable expenses are expected
to decline  slightly  as a  percentage  of revenues as a result of the easing of
congestion  and  management  initiatives,  except for fuel  expenses,  which are
expected to mirror market conditions.

The Company  expects to continue to realize  benefits  from traffic with Mexico,
the CN/IC alliance and interchange  traffic with Norfolk Southern.  In the short
term, the CN/IC alliance is expected to provide additional revenue opportunities
for intermodal and automotive  traffic, as well as access to additional chemical
customers in Geismar,  Louisiana,  one of the largest concentrations of chemical
suppliers in the world.  However,  management believes that, in the long term, a
proposed  BN/CN merger  could  adversely  impact  revenues  expected  from CN/IC
alliance traffic.

The Company  expects to record  equity in net earnings  from its  investment  in
Grupo TFM in 2000. Grupo TFM revenues have grown  substantially  since inception
(June 23, 1997) and are expected to continue to grow during 2000. Costs continue
to be reduced through  operational  efficiencies and are expected to be lower in
2000. These expected results for Grupo TFM are based on current  projections for
the valuation of the peso for 2000.  Management  does not make any assurances as
to the  impact  that a change in the  value of the peso or a change  in  Mexican
inflation will have on the results of Grupo TFM. See "Foreign  Exchange Matters"
below and Item 7(A), Quantitative and Qualitative Disclosures About Market Risk,
of this Form 10-K for further  information.  Management  also  expects to record
equity in net earnings from its Southern Capital and Mexrail  investments during
2000.

47

FINANCIAL SERVICES (STILWELL)



Revenues,  operating  income  and  net  income  for  Stilwell  (with  subsidiary
information  exclusive  of  holding  company  amortization  and  interest  costs
attributed to the respective subsidiary) were as follows (in millions):

                                             Year Ended December 31,
                                 1999               1998 (i)             1997 (ii)
                             ------------        --------------       --------------
                                                                
Revenues:
     Janus                      $1,155.3            $  626.2             $  450.1
     SMI and Berger                 40.0                33.5                 34.9
     Nelson                         17.0                11.1                  -
     Other                           -                   -                    0.1
                             -------------       --------------       --------------

       Total                    $1,212.3            $  670.8             $  485.1
                             =============       ==============       ==============


Operating Income (Loss):
     Janus                      $  539.5            $  296.7             $  226.6
     SMI and Berger                  2.9                 4.9                  3.8
     Nelson                         (1.7)                1.1                  -
     Other                         (22.4)              (22.1)               (31.2)
                             -------------       --------------       --------------

       Total                    $  518.3            $  280.6             $  199.2
                             =============       ==============       ==============


Net Income (Loss):
     Janus                      $  284.1            $  164.0             $  119.9
     SMI and Berger                  4.4                 3.9                  2.7
     Nelson                         (1.4)                0.6                  -
     Other                          26.0               (16.3)                (4.6)
                             -------------       --------------       --------------

       Total                    $  313.1            $  152.2             $  118.0
                             =============       ==============       ==============



(i)          Includes a one-time non-cash charge of $36.0 million ($23.2 million
             after-tax, or $0.21 per basic and diluted share) resulting from the
             DST and USCS merger,  which DST  accounted for under the pooling of
             interests  method.   The  charge  reflects  the  Company's  reduced
             ownership of DST (from 41% to approximately 32%), together with the
             Company's  proportionate  share  of DST  and  USCS  fourth  quarter
             merger-related  charges.  See Note 3 to the consolidated  financial
             statements in this Form 10-K.

(ii)         Includes $16.2 million (after-tax) of asset impairment and contract
             reserve costs. See Note 4 to the consolidated  financial statements
             in this Form 10-K.

48



Assets under  management as of December 31, 1999,  1998 and 1997 were as follows
(in billions):

                                                                1999                1998                 1997
                                                                ----                ----                 ----
                                                                                               
  JANUS
     Janus Advised Funds:
         Janus Investment Funds (i)                            $  171.8            $   75.9             $  48.7
         Janus Aspen Series (ii)                                   17.4                 6.2                 3.3
         Janus World Funds (iii)                                    1.4                 0.1                 -
         Janus Money Market Funds                                   9.4                 4.8                 2.6
                                                            -------------       --------------       --------------
             Total Janus Advised Funds                            200.0                87.0                54.6
     Janus Sub-Advised Funds and
       Private Accounts                                            49.5                21.3                13.2
                                                            -------------       --------------       --------------

       Total Janus                                                249.5               108.3                67.8
                                                            -------------       --------------       --------------

  BERGER
     Berger Advised Funds                                           5.7                 3.3                 3.2
     Berger/BIAM Funds                                              0.3                 0.2                 0.1
     Berger Sub-Advised Funds and
       Private Accounts                                             0.6                 0.2                 0.5
                                                            -------------       --------------       --------------

       Total Berger                                                 6.6                 3.7                 3.8
                                                            -------------       --------------       --------------

  NELSON  (iv)                                                      1.3                 1.1                 -
                                                            -------------       --------------       --------------

  Total Assets Under Management                                $  257.4            $  113.1             $  71.6
                                                            =============       ==============       ==============


(i)  Excludes money market funds

(ii) The Janus  Aspen  Series  consists  of eleven  portfolios  offered  through
     variable  annuity  and  variable  life  insurance  contracts,  and  certain
     qualified pension plans

(iii)  Janus   World   Funds  Plc   ("Janus   World   Funds")   is  a  group  of
       Ireland-domiciled funds introduced in December 1998

(iv)  Acquired in April 1998

The Financial Services segment  ("Stilwell")  reported 1999 net income of $313.1
million,  an increase of 106% compared to $152.2  million in 1998.  Exclusive of
the  one-time  charges  associated  with the DST merger in 1998,  net income was
$137.7 million (79%) higher than 1998.  Revenues  increased  $541.5 million,  or
81%, over 1998,  leading to higher operating  income.  Efforts to maintain costs
consistent  with the level of revenues  resulted in an operating  margin of 43%,
improved over the 42% in 1998.  Total assets under  management  increased $144.3
billion (128%) during 1999,  reaching $257.4 billion at December 31, 1999. Total
shareowner accounts exceeded 4.3 million as of December 31, 1999, a 43% increase
over  1998.  Equity  earnings  from DST for the year  ended  December  31,  1999
increased 45% versus comparable 1998 (exclusive of fourth quarter merger-related
costs).

Stilwell contributed $152.2 million to the Company's  consolidated net income in
1998 versus $118.0 million in 1997.  Exclusive of the one-time items recorded in
both years as discussed in the  "Significant  Developments"  section above,  net
income was $41.2  million  (31%)  higher than 1997.  Revenues  increased  $185.7
million, or 38%, over 1997, leading to higher operating income.  While operating
income  increased,  efforts to ensure an adequate  infrastructure to provide for
consistent,  reliable  and accurate  service to  investors  caused a decrease in
operating  margins in 1998, from

49

45% for the year ended  December  31, 1997 to 42% for 1998.  Total  assets under
management increased $41.5 billion (58%) during 1998, reaching $113.1 billion at
December  31, 1998.  Total  shareowner  accounts  exceeded  three  million as of
December 31, 1998, a 12% increase over 1997.

Revenue and operating  income  increases during the period from 1997 to 1999 are
primarily  attributable to Janus.  These increases are a direct result of Janus'
growth in assets  under  management.  Assets  under  management  and  shareowner
accounts have grown in recent years from a combination of new money  investments
(i.e., fund sales) and market appreciation. Fund sales have risen in response to
marketing efforts, favorable fund performance, introduction and market reception
of new  products,  and the current  popularity of no-load  mutual funds.  Market
appreciation has resulted from increases in investment values.

Following  is a detailed  discussion  of the  operating  results of the  primary
subsidiaries comprising the Financial Services segment.


JANUS CAPITAL CORPORATION

1999

In 1999, assets under management  increased 130.5% to $249.5 billion from $108.3
billion,  as a result of net sales of $56.3 billion and market  appreciation  of
$84.9 billion.  Equity portfolios comprise 95% of all assets under management at
the end of 1999.

Excluding money market funds,  1999 net sales of Janus Investment  Funds,  Janus
Aspen  Series  and  Janus  World  Funds  were  $42.2  billion  and net  sales of
subadvised and private  accounts  totaled $10.0 billion.  Total Janus shareowner
accounts increased over 1.3 million, or 49%, to 4.1 million.

Investment  management,  shareholder servicing and fund administration  revenue,
which is primarily based upon a percentage of assets under management, increased
$529.1  million,  or 85% in 1999, to $1.2 billion as a result of the increase in
assets under management. Aggregate fee rates declined from 1997 to 1999.

Operating  expenses  increased 87% from $329.5 million to $615.8 million in 1999
as a result of the significant  increase in assets under management,  additional
employees,  facilities and other infrastructure-related costs. Approximately 56%
of Janus'  1999  operating  expenses  consist of variable  costs that  generally
increase or decrease with fluctuations in management fee revenue.  An additional
15% of operating expenses  (principally  advertising,  promotion,  sponsorships,
pension plan and other contributions) are discretionary on a short-term basis.

The following highlights changes in key expenses in 1999 from 1998:

o    Employee compensation and benefits increased $144 million, or 91%,
     primarily attributable to increased incentive and base compensation.
     Additionally, Janus experienced significant overtime compensation, which
     was required to manage the rapid growth in investor activity. Incentive
     compensation increased due to the growth in management fee revenue and
     achievement of investment and financial performance goals.  For the twelve
     months and thirty-six months ended December 31, 1999, over 99% of assets
     under management were ranked within the first quartile of investment
     performance as compared to their respective peer groups and over 97%
     outperformed their respective index (as defined pursuant to compensation
     agreements). Base compensation increased due to a 68% increase in full-time
     employees from approximately 1,300 at the end of 1998 to approximately
     2,200 at December 31, 1999.

50

o    Fees paid to alliance and mutual fund  supermarkets  increased $77 million,
     or 124%,  due  principally to the growth in assets under  management  being
     distributed  through  these  channels.  Such  assets  increased  from $32.3
     billion at December 31, 1998 to $82.4 billion at December 31, 1999.

o    Marketing,  promotional and advertising expenditures increased 41% to $56.9
     million.   Janus  continued  to  promote  brand  awareness  through  print,
     television and radio media channels.

o    Depreciation  and  amortization  increased  $9.8 million,  or 141%,  due to
     continued infrastructure spending discussed below.

o    Sales  commissions  paid in 1999  related to sales of certain  fund shares,
     known as B shares, in Janus World Funds.  These payments increased by $29.5
     million to $31.7 million from $2.2 million in 1998.  Amortization  of these
     payments   amounted  to  $8.1  million  and  $154,000  in  1999  and  1998,
     respectively.

1998

In 1998,  assets under management  increased 59.7% to $108.3 billion as a result
of net  sales of  $13.4  billion  and  $27.1  billion  in  market  appreciation.
Approximately  $87.0 billion was invested in the Janus Advised  Funds,  with the
remainder  held by the Janus  Sub-Advised  Funds and  Private  Accounts.  Equity
portfolios comprised 94% of total assets under management at December 31, 1998.

Excluding  money market  funds,  1998 net sales of the Janus  Advised Funds were
$11.3 billion and net sales of the Janus  Sub-Advised Funds and Private Accounts
totaled $1.6 billion. Total Janus shareowner accounts increased 353,000, or 15%,
to 2.7 million.

Janus' revenues increased $176.1 million (39%) to $626.2 million in 1998, driven
by the significant growth in assets under management year to year.

Exclusive of the $2.2 and $2.6 million in amortization costs attributed to Janus
in 1997 and 1998,  respectively,  operating  expenses  increased 47% from $223.5
million  in  1997  to  $329.5  million  in  1998.  This  increase  reflects  the
significant  growth in assets under  management and revenues,  as well as Janus'
efforts to develop its  infrastructure to ensure consistent  quality of service.
Approximately  47% of  Janus'  1998  operating  expenses  were  variable  (e.g.,
incentive   compensation,   mutual  fund  supermarket   fees,  etc.),  19%  were
discretionary (principally marketing, pension plan contributions,  etc.) and the
remainder fixed.

A brief discussion of key expense increases follows:

o    Employee compensation and benefits increased $45 million, or 40%, in 1998
     compared to 1997 due to an increased number of employees (including senior
     investment management, marketing and administration employees, as well as
     additional shareowner servicing and technology support personnel) and
     incentive compensation. Incentive compensation increased principally due to
     growth in assets under management combined with strong investment
     performance.  In particular, portfolio management incentive compensation
     -- formulated to reward top investment performance -- approached its
     highest possible rate in 1998 as a result of more than 93% of assets under
     management ending 1998 in the top quartile of investment performance
     compared to their respective peer groups (as defined pursuant to
     compensation agreements).

51

o    Alliance and mutual fund  supermarket  fees  increased 65% in 1998 to $62.3
     million.  This increase was  principally due to an increase in assets under
     management being distributed through these channels,  from $19.0 billion at
     December 31, 1997 to $32.3 billion at December 31, 1998.

o    Marketing, promotional and advertising expenditures increased $17.5 million
     during 1998 to  capitalize on generally  favorable  market  conditions,  to
     respond to market volatility and to continue establishing the Janus brand.

o    Depreciation and amortization increased $2.3 million in 1998 compared
     to 1997 due to increased infrastructure spending as discussed below.

General

The growth in Janus'  assets under  management  over the past several years is a
function  of  several  factors  including,  among  others:  (i)  market-leading,
exceptional  investment  performance  for the one and three year periods and for
the life of fund for most mutual  funds  under  management;  (ii) strong  equity
securities markets worldwide; (iii) a strong brand awareness; and (iv) effective
use of third  party  distribution  channels  for  both  retail  and  sub-advised
products.

Since 1996,  Janus has introduced  eight new domestic funds -- four in the Janus
Investment Funds and four in the Janus Aspen Series.  Additionally,  to continue
to achieve optimal  results for investors,  Janus closed two of its most popular
funds recently.  With assets growing substantially during the year, Janus Twenty
Fund was closed in April  1999 and Janus  Global  Technology  Fund was closed in
January 2000. In December 1999,  Janus  announced  plans to open Janus Strategic
Value Fund, which opened in early 2000.

International, or offshore, operations increased assets under management by $1.4
billion in 1999,  due to $1.1  billion  in net sales and $337  million in market
appreciation.  Most of this growth was in Janus World Funds, which is a group of
offshore  multiclass  funds introduced in December 1998 modeled after certain of
the Janus  Investment Funds and domiciled in Dublin,  Ireland.  These operations
incurred an operating loss of $7.8 million  (before  taxes).  Due to significant
expansion  currently  underway,  such  operations are not expected to generate a
profit in 2000.  The  majority  of sales of the Janus World Funds were made into
the funds' class B shares,  which require Janus to advance sales  commissions to
various financial intermediaries. Janus paid $29.5 million in commissions during
1999.  Amounts paid for commissions were not material in 1998.  Continued growth
in these funds may impact liquidity and cash resources (see "Liquidity" below).

In 1999 and  1998,  Janus  invested  more  than  $56  million  and $37  million,
respectively,  on infrastructure  development to ensure uninterrupted service to
shareowners; to provide up-to-the-minute investment and securities trading data;
to improve operating efficiency; to integrate information systems; and to obtain
additional  physical space for expansion.  Net occupied lease space increased by
251,000  square feet during 1999 to 686,000  square feet,  with  commitments  to
occupy an additional 67,000 square feet by March 2000. Infrastructure efforts in
1999 focused on the following:

o    Increases in shareholder  servicing capacity.  Over 170,000 square feet was
     added  in  Denver   and   Austin  to   accommodate   additional   telephone
     representatives  and  shareholder   processing   personnel.   Additions  to
     telephone  infrastructure  were made  during 1999 that allow for over 2,600
     concurrent investor service calls to be received versus approximately 1,600
     at the  start of 1999.  Additionally,  XpressLine,  Janus'  automated  call
     system,  was expanded to handle  218,000 calls per day and 35,000 calls per
     hour.

52

o    Continued development and enhancement of Janus' web site. In 1999, features
     were added to allow  investors  to execute  most  transactions  (purchases,
     redemptions and exchanges) on-line, to access account information  on-line,
     to select the preferred method of statement delivery (paper or electronic),
     to allow a Janus  Investor  Services  Representative  to  access  copies of
     shareholder  statements to assist with investor  questions,  and to provide
     information  for  institutional  relationships.  Capacity  was  expanded to
     handle over 300,000  visits per day.  Janus  intends to maintain a 100% web
     capacity reserve.

Infrastructure efforts in 1998 included the following:
o    an  enterprise-wide  reporting system,  producing more efficient and timely
     management reporting and allowing full integration of portfolio management,
     human resources, budgeting and financial systems;
o    a second investor service and data center opened in Austin,  Texas in 1998,
     including redundant data and telephone connections to allow the facility to
     operate  in  the  event  that  Denver   facilities  and  personnel   become
     unavailable;
o    an upgrade of Janus' web site,  providing  shareowners  the  opportunity to
     customize  their personal Janus home page and to process most  transactions
     on-line; and
o    improvements of physical  facilities,  producing a more efficient workspace
     and allowing Janus to accommodate additional growth and technology.


SMI AND BERGER

1999

Berger  reported  1999 net earnings of $4.4 million  compared to $3.9 million in
1998,  exclusive  of  $4.5  million  in  holding  company  amortization  charges
attributed  to the  investment  in Berger in 1999 and 1998.  Total  assets under
management  held by the Berger funds as of December  31, 1999  increased to $6.6
billion,  up 78% from the $3.7 billion as of December 31,  1998.  This  increase
resulted from market appreciation of $2.3 billion and net sales of $0.6 billion.
Total  Berger  shareowner  accounts  decreased  approximately  13% during  1999,
primarily within Berger funds introduced prior to 1997 (e.g., Berger Growth Fund
- - formerly the Berger 100 Fund,  Berger Growth & Income Fund). In contrast,  the
number of  accounts in the funds  introduced  since 1997  increased  56% year to
year.  These  fluctuations  in shareowner  accounts  generally are indicative of
recent performance compared to peer groups.

Due to the increased level of assets under management  throughout 1999, revenues
increased  approximately 19% compared to 1998.  Berger's 1999 operating expenses
increased  approximately  $8.5  million  (30%)  over  1998,  resulting  in lower
operating  margins in 1999 versus 1998.  This increase in expenses was primarily
due to higher  salaries and wages costs in second and third quarters  associated
with  management   realignment   and  a  change  in  corporate   structure  (See
"Significant  Developments" above).  Without these reorganization costs, margins
improved  approximately  four percentage  points.  Higher costs also occurred in
third  party  distribution  costs  and  investment  performance-based  incentive
compensation.

Berger  recorded  $2.3  million  in  equity  earnings  from  its  joint  venture
investment,  BBOI, for the year ended December 31, 1999 compared to $1.5 million
in  1998.  This  increase  reflects   continued  growth  in  BBOI  assets  under
management,  which totaled $943 million at December 31, 1999 versus $522 million
at December 31, 1998 (including, in both years, private accounts not reported in
Berger's total assets under management). However, see discussion in "Significant
Developments"  regarding  the planned  dissolution  of BBOI in the first half of
2000.

53

1998

Berger  reported  1998 net earnings of $3.9 million  compared to $4.4 million in
1997,  exclusive  of holding  company  amortization  charges  attributed  to the
investment  in Berger in both  years and a 1997  one-time  restructuring,  asset
impairment and other charge of $2.7 million ($1.7 million  after-tax) related to
a contract  reserve.  Total  assets  under  management  held by the Berger funds
decreased  slightly to $3.7  billion as of December 31, 1998 versus $3.8 billion
as of December 31, 1997.  This decrease was  attributable  to net redemptions of
$0.7 billion, substantially offset by market appreciation of $0.6 billion. While
total  Berger  shareowner  accounts  decreased  approximately  13% during  1998,
primarily  within the Berger  Growth  Fund,  the number of accounts in the funds
introduced  during 1997 and 1998 increased 88% year to year. These  fluctuations
in shareowner accounts generally are indicative of shareowner reaction to recent
performance compared to peer groups.

As a result of fluctuations in the level of assets under  management  throughout
1998,  revenues  decreased  approximately  4% in 1998 from 1997.  Berger's  1998
operating  expenses  were  essentially  even  with  1997.  While  reductions  in
marketing costs resulted from a more targeted advertising program, these savings
were offset by higher  salaries and wages  resulting  from an increased  average
number of employees during 1998 versus 1997.  Amortization expense attributed to
Berger  declined by $0.9 million in 1998 due to reduced  goodwill  from the 1997
impairment discussed previously.

Berger  recorded  $1.5  million  in  equity  earnings  from  its  joint  venture
investment,  BBOI, for the year ended December 31, 1998 compared to $0.6 million
in  1997.  This  increase  reflects   continued  growth  in  BBOI  assets  under
management,  which  totaled  (including,  in both years,  private  accounts  not
reported in Berger's total assets under management) $522 million at December 31,
1998 versus $161 million at December 31, 1997.

General

During the period from 1997 to 1999, Berger introduced six new equity funds: the
Berger Mid Cap Value Fund; the Berger Small Cap Value Fund; the Berger  Balanced
Fund;  the  Berger Mid Cap  Growth  Fund;  the Berger  Select  Fund;  and,  most
recently, the Berger Information Technology Fund. These funds held approximately
$1.5 billion of assets under  management  at December 31, 1999,  more than three
times the $493 million at December 31, 1998. The core Berger funds (i.e.,  those
introduced  by Berger  prior to 1997)  gained  more than $1.4  billion in assets
under management during 1999,  reversing these funds' experience during 1998 and
1997.

In second  quarter 1999,  Berger  appointed a new president and chief  executive
officer and realigned the management of several of its advised funds,  including
the Berger  Growth Fund,  the Berger  Balanced  Fund and the Berger Select Fund.
Berger believes these changes improve its opportunity for growth in the future.

At December 31, 1999 and 1998, approximately 28.0% and 27.6%,  respectively,  of
Berger's  total assets  under  management  were  generated  through  mutual fund
"supermarkets" and other third party distribution channels.

54

NELSON MONEY MANAGERS PLC

1999

For the year ended December 31, 1999, Nelson reported a net loss of $1.4 million
compared  to net income of $0.6  million  for the  period  from  acquisition  to
December 31, 1998 (exclusive of holding company amortization costs attributed to
the  investment  in Nelson in both years).  This decline  resulted from Nelson's
efforts to expand its revenue base through the use of its proprietary investment
services in broader markets,  as well as through  brand-awareness  and marketing
programs initiated late in second quarter 1999. Revenues, which are earned based
on a percentage  of funds under  management  together with a fee on the client's
initial  investment,  were higher in 1999  compared to 1998 due to higher assets
under  management  and inclusive of a full year of Nelson  revenues.  Costs were
higher in 1999, indicative of Nelson's growth efforts.  Specifically,  increases
occurred in salaries and wages  (reflecting  growth in the number of employees),
administration  costs  (infrastructure  and training  efforts)  and  advertising
costs.

1998

Nelson contributed $0.6 million to consolidated net income in 1998 (exclusive of
the $1.3  million of holding  company  amortization  charges  attributed  to the
investment  in  Nelson),  reflecting  the nine  months of  results  since  being
acquired  by KCSI.  Nelson  revenues  were $11.1  million  for the  period  from
acquisition to year end 1998.  Operating expenses,  exclusive of amortization of
intangibles,  totaled $9.9 million.  The intangible  amounts associated with the
acquisition of Nelson are being amortized over a 20 year period.


EQUITY IN EARNINGS OF DST

Equity  earnings from DST totaled $44.4 million for 1999 versus $30.6 million in
1998 (exclusive of one-time fourth quarter merger-related charges). Improvements
in  revenues,  operating  margins and DST's  equity  earnings of  unconsolidated
affiliates  contributed  to this  increase  year to  year,  as did the  required
capitalization of internal use software development costs totaling approximately
$20.9 million (DST's pretax  total).  Consolidated  DST revenues  increased 9.8%
over the prior year,  reflecting higher financial  services and output solutions
revenues.  U.S.  mutual fund  shareowner  accounts  processed  increased to 56.4
million compared to 49.8 million as of December 31, 1998.

Exclusive of the one-time fourth quarter  merger-related  charges resulting from
the DST and USCS merger,  equity  earnings  from DST  increased  $6.3 million to
$30.6 million for the year ended December 31, 1998. This  improvement  over 1997
was  attributable  to revenue  growth  resulting from a 10.7% increase in mutual
fund shareowner  accounts serviced (reaching 49.8 million at December 31, 1998),
improved  international  operating  results and higher operating margins year to
year (15.1% versus 14.2% in 1997).

As discussed in the "Significant Developments" section above, fourth quarter and
year ended 1998 include a one-time  $23.2 million  (after-tax,  $0.21 per share)
non-cash  charge  resulting from the merger of a wholly-owned  subsidiary of DST
and USCS. This charge reflects the Company's  reduced ownership of DST (from 41%
to approximately  32%),  together with the Company's  proportionate share of DST
and USCS fourth quarter merger-related costs.


INTEREST EXPENSE AND OTHER, NET

Fluctuations  in interest  expense  from 1997  through  1999  reflect  declining
average debt balances  over the period.  The affect on interest  resulting  from
these lower  balances was  partially  offset by a

55

modest increase in charges on other  interest-bearing  balances during the three
year  period.  Interest  expense in 1999  reflects  this trend as the decline in
debt-related  interest  from 1998  exceeded the increase  resulting  from higher
average balances for other interest-bearing  balances.  Average debt balances in
1998 were lower than 1997 due to repayments  of  outstanding  balances  early in
1998; accordingly, 1998 interest expense declined from 1997. Interest expense in
1997 reflected borrowings in connection with KCSI common stock repurchases.

Other,  net for  full  year  1999  increased  $17.1  million  compared  to 1998,
exclusive of the $8.8 million  (pretax)  gain on the sale of Janus' 50% interest
in IDEX Management,  Inc.  ("IDEX").  Janus continues as sub-advisor to the five
portfolios  in the IDEX group of mutual funds it served prior to the sale.  This
increase year to year resulted from the  following:  i) realized  gains by Janus
and Berger on the sale of short-term  investments;  ii) higher  interest  income
resulting from an increase in cash; iii) an increase in investment  income;  and
iv)  gains  resulting  from the  issuance  of Janus  shares  to  certain  of its
employees.  Other,  net increased in 1998 versus 1997 as a result of the gain on
the sale of IDEX,  partially offset by reduced 1998 other income recorded at the
Financial  Services  holding  company level relating to a sales agreement with a
former affiliate.


STILWELL TRENDS and OUTLOOK

Future growth of Stilwell's  revenues and operating income is largely  dependent
on prevailing financial market conditions, relative performance of Janus, Berger
and Nelson products,  introduction and market reception of new products, as well
as other factors,  including changes in the stock and bond markets, increases in
the rate of return of  alternative  investments,  increasing  competition as the
number  of  mutual  funds  continues  to grow,  and  changes  in  marketing  and
distribution channels.

As a result of the rapid revenue  growth  during the last two years,  Stilwell's
operating  margins  have been strong.  Management  expects  that  Stilwell  will
experience margin pressures in the future as the various  subsidiaries strive to
ensure that the operational and administrative  infrastructure continues to meet
the high  standards of quality and service  historically  provided to investors.
Additionally,  a higher rate of growth in costs compared to revenues is expected
in connection with Nelson's  efforts to expand its operations.  Stilwell expects
to continue to participate in the earnings or losses from its DST investment.


LIQUIDITY



Summary cash flow data is as follows (in millions):
                                                 1999              1998             1997
                                              -----------      -----------       -------
                                                                        
Cash flows provided by (used for):
     Operating activities                     $     458.8      $     255.6       $     246.7
     Investing activities                          (158.6)          (113.6)           (379.4)
     Financing activities                          (108.2)          (107.3)            173.2
                                              ------------     ------------      -----------
Net increase in
  cash and equivalents                              192.0             34.7              40.5
Cash and equivalents at beginning of year           144.1            109.4              68.9
                                              -----------      -----------       -----------

Cash and equivalents at end of year           $     336.1      $     144.1       $     109.4
                                              ===========      ===========       ===========



During the year  ended  December  31,  1999,  the  Company's  consolidated  cash
position  increased $192.0 million from December 31, 1998,  resulting  primarily
from net income and changes in working  capital  balances,  partially  offset by
property acquisitions and debt repayments.

56

Operating Cash Flows.  The Company's cash flow from operations has  historically
been  positive  and  sufficient  to  fund   operations,   KCSR  roadway  capital
improvements,  other capital improvements and debt service.  External sources of
cash  (principally  negotiated bank debt,  public debt and sales of investments)
have  typically  been  used to fund  acquisitions,  new  investments,  equipment
additions and Company Common stock repurchases.



The following table  summarizes  consolidated  operating cash flow  information.
Certain reclassifications have been made to prior year information to conform to
current year presentation.

                                                           1999                1998               1997
                                                       -----------         -----------         -----------
                                                                           (in millions)
                                                                                      
     Net income (loss)                                 $     323.3         $     190.2         $     (14.1)
     Depreciation and amortization                            92.3                73.5                75.2
     Equity in undistributed earnings                        (51.6)              (16.8)              (15.0)
     Reduction in ownership of DST                             -                  29.7                 -
     Restructuring, asset impairment and
       other charges                                           -                   -                 196.4
     Deferred income taxes                                    21.6                23.2               (16.6)
     Gains on sales of assets                                 (0.7)              (20.2)               (6.9)
     Minority interest in consolidated earnings               57.3                33.4                24.9
     Deferred commissions                                    (29.5)                -                   -
     Change in working capital items                          43.5               (59.5)               (7.4)
     Other                                                     2.6                 2.1                10.2
                                                       -----------         -----------         -----------

         Net operating cash flow                       $     458.8         $     255.6         $     246.7
                                                       ===========         ===========         ===========


Net  operating  cash  inflows for the year ended  December  31, 1999 were $458.8
million  compared to net  operating  cash inflows of $255.6  million in the same
1998 period. This $203.2 million improvement was chiefly  attributable to higher
1999 net income,  increases in current liabilities resulting from infrastructure
growth and a 1998 payment of approximately $23 million related to the KCSR union
productivity fund termination.  Partially offsetting this increase were payments
of  deferred   commissions  in  connection   with  Janus  World  Funds  B  share
arrangements  and an increase in accounts  receivable  indicative of the revenue
growth.

1998 operating cash inflows  increased by approximately  $8.9 million from 1997.
This   increase  was  largely   attributable   to  higher   ongoing  net  income
(approximately  $69 million) and deferred tax expense (due to benefits booked in
1997 in connection with restructuring,  asset impairment and other charges). The
increase  was  partially  offset by the first  quarter  1998 KCSR  payment  with
respect to the productivity  fund liability,  lower interest payable as a result
of reduced  indebtedness  during 1998 and  declines in contract  allowances  and
prepaid freight charges due other railroads.

Investing  Cash Flows.  Net investing  cash outflows were $158.6 million for the
year ended  December 31, 1999 compared to $113.6  million of net investing  cash
outflows  during 1998.  This $45.0 million  difference  results  primarily  from
higher capital  expenditures - both in the Transportation and Financial Services
segments.  These increases were partially offset by a decrease in funds used for
investment in affiliates.

Net  investing  cash  outflows  were $113.6  million  during 1998 versus  $379.4
million in 1997. This $265.8 million  difference in cash outflows results mostly
from a decrease  in funds  used for  investments  in  affiliates  ($298  million
invested  in Grupo TFM in 1997),  offset  partially  by an  increase in property
acquisitions.

57

Cash was used for property  acquisitions of $157, $105, and $83 million in 1999,
1998 and 1997,  respectively,  and  investments in and loans with  affiliates of
$17, $25 and $304 million in 1999, 1998 and 1997, respectively.  Included in the
1997  investments  in  affiliates  was the  Company's  approximate  $298 million
capital contribution to Grupo TFM.

Generally,  operating cash flows and borrowings  under lines of credit have been
used  to  finance  property  acquisitions  and  investments  in and  loans  with
affiliates.

Financing Cash Flows.  Financing cash flows were as follows:

o    Borrowings  of  $22,  $152  and  $340  million  in  1999,  1998  and  1997,
     respectively.  Proceeds  from the  issuance  of debt in 1999  were used for
     stock  repurchases.  During 1998,  proceeds from borrowings  under existing
     lines of credit  were used to repay $100  million of 5.75% Notes which were
     due on July 1, 1998. Other 1998 borrowings were used to fund the KCSR union
     productivity  fund  termination  ($23  million),  to fund a portion  of the
     Nelson  acquisition  ($24 million) and to provide for working capital needs
     ($5  million).  1997 debt proceeds were used to fund the $298 million Grupo
     TFM capital contribution, repurchase Company common stock ($39 million) and
     for additional investment in Berger ($3 million).
o    Repayment of indebtedness in the amounts of $97, $239 and $110 million in
     1999, 1998 and 1997, respectively, generally funded through operating cash
     flows.
o    Repurchases of Company common stock during 1999 ($25 million) and 1997 ($50
     million),  which were funded with borrowings under existing lines of credit
     (as noted above) and internally generated cash flows.
o    Distributions  to  minority  stockholders  of  consolidated   subsidiaries.
     Amounts  increased in both 1999 and 1998  compared to the previous year due
     to higher net income on which distributions were based.
o    Proceeds from stock plans of $43, $30 and  $27million in 1999,  1998 and
     1997, respectively.
o    Payment of cash  dividends of $18, $18 and $15 million in 1999, 1998 and
     1997, respectively.

See  discussion  under  "Financial  Instruments  and Purchase  Commitments"  for
information  relative to certain  anticipated 2000 cash  expenditures.  Also see
information  under "Minority  Purchase  Agreements" for information  relative to
other existing contingencies.


CAPITAL STRUCTURE

Capital Requirements. Capital improvements for KCSR roadway track structure have
historically  been  funded  with cash flows from  operations.  The  Company  has
traditionally   used  Equipment  Trust   Certificates  for  major  purchases  of
locomotives and rolling stock,  while using  internally  generated cash flows or
leasing for other equipment.  Through its Southern  Capital joint venture,  KCSR
has the ability to finance railroad equipment,  and therefore,  has increasingly
used  lease-financing  alternatives  for  its  locomotives  and  rolling  stock.
Southern  Capital  was used to  finance  the  purchase  of the 50 new GE 4400 AC
locomotives in November 1999. These locomotives are being financed by KCSR under
operating leases with Southern Capital.  Capital requirements for Janus, Berger,
Nelson,  the holding company and other  subsidiaries  have been funded with cash
flows from operations and negotiated term financing.

Capital programs are primarily financed through internally generated cash flows.
These internally  generated cash flows were used to finance capital expenditures
for the  Transportation  segment in 1999 ($106 million),  1998 ($70 million) and
1997  ($77  million).  Internally  generated  cash  flows and  borrowings  under
existing lines of credit are expected to be used to fund capital programs in the
Transportation  segment for 2000,  currently  estimated  at  approximately  $110
million.

58

Internally  generated  cash  flows  are  expected  to be used to fund  Financial
Services segment capital programs in 2000.

During 1998, Janus opened a new facility in Austin, Texas as an Investor Service
and  Processing  Center for transfer agent  operations,  allowing for continuous
service in the event the Denver facility is unavailable. Also, in 1998 and 1997,
Janus   upgraded  and  expanded  its   information   technology  and  facilities
infrastructure. These efforts were generally funded with existing cash flows.



Capital.  Components of capital are shown as follows (in millions):

                                                              1999              1998             1997
                                                           ----------       -----------       -----------
                                                                                     
     Debt due within one year                              $     10.9       $      10.7       $     110.7
     Long-term debt                                             750.0             825.6             805.9
                                                           ----------       -----------       -----------
         Total debt                                             760.9             836.3             916.6

     Stockholders' equity                                     1,283.1             931.2             698.3
                                                           ----------       -----------       -----------

     Total debt plus equity                                $  2,044.0       $   1,767.5       $   1,614.9
                                                           ==========       ===========       ===========

     Total debt as a percent of
         total debt plus equity ("debt ratio")                   37.2%             47.3%             56.8%
                                                           ----------       -----------       -----------


At December 31, 1999,  the  Company's  consolidated  debt ratio  decreased  10.1
percentage points to 37.2% from 47.3% at December 31, 1998. Total debt decreased
$75.4 million as repayments exceeded borrowings.  Stockholders' equity increased
$351.9  million  primarily as a result of 1999 net income of $323.3  million and
$34.0 million in non-cash equity adjustments related to unrealized gains (net of
income tax) on "available for sale securities" largely held by DST. Other equity
activities  during  1999  essentially  offset  one  another.  This  increase  in
stockholders'  equity and the  decrease in debt  resulted in the decrease in the
debt ratio from December 31, 1998.

At December 31, 1998,  the Company's  consolidated  debt ratio had decreased 9.5
percentage  points to 47.3% compared to December 31, 1997.  Total debt decreased
$80.3 million as repayments exceeded borrowings.  Stockholders' equity increased
$232.9  million  primarily  as a result of $190.2  million in net income,  $24.1
million in non-cash equity adjustments  related to unrealized gains (net of tax)
on "available for sale" securities and stock options  exercised of approximately
$30.1 million,  partially offset by dividends of $17.9 million. This increase in
stockholders' equity coupled with the decrease in debt resulted in a decrease in
the debt ratio from December 31, 1997.

Under the current capital  structure of KCSI,  management  anticipates  that the
debt ratio will decrease  during 2000 as a result of continued  debt  repayments
and profitable  operations.  Note, however,  that unrealized gains on "available
for sale"  securities,  which  are  included  net of  deferred  income  taxes as
accumulated other comprehensive  income in stockholders'  equity, are contingent
on market conditions and thus, are subject to significant fluctuations in value.
Significant  declines in the value of these securities  would negatively  impact
stockholders' equity and could increase the Company's debt ratio.  Additionally,
upon  completion of the proposed  Separation,  the capital  structure of KCSI is
expected  to change  dramatically,  resulting  in an increase in the debt ratio.
Efforts to improve the capital structure of the Company following the Separation
were  initiated  with the  re-capitalization  of the Company's debt structure in
January 2000 as described in "Recent Developments".  The pro forma debt ratio of
the  Transportation  segment on a  stand-alone  basis under this  re-capitalized
structure approximates 54%, assuming the re-capitalization  occurred at December
31, 1999.

Debt  Securities  Registration  and  Offerings.  The SEC declared the  Company's
Registration Statement on Form S-3 (File No. 33-69648) effective April 22, 1996,
registering $500 million in

59

securities.  However,  no securities  have been issued.  The  securities  may be
offered in the form of Common Stock,  New Series  Preferred  Stock $1 par value,
Convertible  Debt  Securities  or  other  Debt  Securities  (collectively,  "the
Securities").  The Company has not engaged an underwriter for these  Securities.
Management  expects that any net proceeds from the sale of the Securities  would
be added to the general  funds of the Company and used  principally  for general
corporate  purposes,  including  working  capital,  capital  expenditures,   and
acquisitions  of or investments in businesses and assets.  The Company  believes
its operating  cash flows and available  financing  resources are  sufficient to
fund working capital and other requirements for 2000.

KCSI   Credit   Agreements.   In  January   2000,   in   conjunction   with  the
re-capitalization of the Company's debt structure,  the Company entered into new
credit agreements as described above in "Recent Developments".

Minority Purchase  Agreements.  A stock purchase agreement with Thomas H. Bailey
("Mr.  Bailey"),  Janus' Chairman,  President and Chief Executive  Officer,  and
another Janus  stockholder  (the "Janus Stock Purchase  Agreement")  and certain
restriction  agreements with other Janus minority  stockholders  contain,  among
other provisions,  mandatory put rights whereby at the election of such minority
stockholders,  KCSI would be required to purchase the minority interests of such
Janus minority  stockholders  at a purchase price equal to fifteen times the net
after-tax  earnings over the period indicated in the relevant  agreement,  or in
some  circumstances  at  a  purchase  price  as  determined  by  an  independent
appraisal. Under the Janus Stock Purchase Agreement, termination of Mr. Bailey's
employment  could  require a purchase and sale of the Janus common stock held by
him. If other minority holders terminated their employment, some or all of their
shares also could be subject to mandatory purchase and sale obligations. Certain
other minority  holders who continue their  employment also could exercise puts.
If all of the mandatory purchase and sale provisions and all the puts under such
Janus minority  stockholder  agreements were  implemented,  KCSI would have been
required to pay approximately $789 million as of December 31, 1999,  compared to
$447 and $337 million at December 31, 1998 and 1997, respectively. In the future
these amounts may be higher or lower depending on Janus'  earnings,  fair market
value and the timing of the exercise. Payment for the purchase of the respective
minority interests is to be made under the Janus Stock Purchase Agreement within
120 days after receiving  notification of exercise of the put rights.  Under the
restriction agreements with certain other Janus minority  stockholders,  payment
for the  purchase of the  respective  minority  interests  is to be made 30 days
after the later to occur of (i)  receiving  notification  of exercise of the put
rights or (ii)  determination  of the  purchase  price  through the  independent
appraisal process.

The Janus Stock  Purchase  Agreement and certain stock  purchase  agreements and
restriction  agreements with other minority stockholders also contain provisions
whereby  upon the  occurrence  of a Change  in  Ownership  (as  defined  in such
agreements) of KCSI,  KCSI may be required to purchase such holders' Janus stock
or,  as to the  stockholders  that  are  parties  to the  Janus  Stock  Purchase
Agreement,  at such holders' option, to sell its stock of Janus to such minority
stockholders.  The price for such  purchase  or sale  would be equal to  fifteen
times the net  after-tax  earnings  over the period  indicated  in the  relevant
agreement,  in some circumstances as determined by Janus' Stock Option Committee
or as  determined  by an  independent  appraisal.  If KCSI had been  required to
purchase  the  holders'  Janus  common  stock after a Change in  Ownership as of
December 31, 1999, the purchase price would have been approximately $899 million
(see  additional   information  in  Note  13  to  the   consolidated   financial
statements).

KCSI  would  account  for any such  purchase  as the  acquisition  of a minority
interest   under   Accounting   Principles   Board  Opinion  No.  16,   Business
Combinations.

As of March  31,  2000,  KCSI,  through  Stilwell,  had $200  million  in credit
facilities  available,  owned  securities  with a market value in excess of $1.3
billion and had cash balances at the Stilwell holding company level in excess of
$147.5 million. To the extent that these resources were

60

insufficient  to fund its purchase  obligations,  KCSI had access to the capital
markets and, with respect to the Janus Stock Purchase Agreement, had 120 days to
raise additional sums.

Overall Liquidity.  The Company believes it has adequate  resources  available -
including  existing  cash  balances,  sufficient  lines of  credit  (within  the
financial covenants referred to below),  businesses which have historically been
positive cash flow generators and the $500 million Shelf Registration  Statement
- - to meet anticipated operating, capital and debt service requirements and other
commitments in 2000.

The Company's cash and equivalents balance includes  investments in money market
mutual funds that are managed by Janus.  Janus'  investments in its money market
mutual funds are generally used to fund operations and to pay dividends.

The  Company's  credit  agreements  contain,  among  other  provisions,  various
financial   covenants.   The  Company  was  in  compliance  with  these  various
provisions,  including the financial covenants, as of December 31, 1999. Because
of certain  financial  covenants  contained in the credit  agreements,  however,
maximum   utilization  of  the  Company's  available  lines  of  credit  may  be
restricted.

As discussed  above in  "Significant  Developments",  Grupo TFM management is in
negotiations  with the  Mexican  Government  with  respect  to an option for the
Company and Grupo TFM to purchase the Mexican  Government's  20% interest in TFM
at a discount.  Management  expects to use  borrowings  under the new KCS Credit
Facility to fund this  transaction in the event it elects to exercise any option
that might be granted under these negotiations.

As discussed in "Significant  Developments"  above, TMM and the Company could be
required to purchase the Mexican  Government's  interest in TFM in proportion to
each partner's respective ownership interest in Grupo TFM (without regard to the
Mexican  Government's  interest in Grupo TFM);  however,  this  provision is not
exercisable prior to October 31, 2003. Also, the Mexican  Government's  interest
in Grupo TFM may be called by TMM and the Company,  exercisable  at the original
amount (in U.S.  dollars) paid by the Government plus interest based on one-year
U.S.  Treasury  securities.  Additionally,  the  Company  could be  required  to
contribute capital of up to approximately $74 million if Grupo TFM does not meet
certain  performance  benchmarks as outlined in the Contribution  Agreement (See
"Significant Developments").

Pursuant  to  contractual  agreement  between  KCSI and certain  Janus  minority
stockholders,  Janus  has  distributed  at least  90% of its net  income  to its
shareholders  each year.  The Company  uses its portion  (approximately  82%) of
these  dividends in accordance  with its strategic  plans,  which have included,
among others, repayment of indebtedness,  repurchase of Company common stock and
investments in affiliates.  Additionally,  Janus' agreement with the Janus World
Funds includes an  arrangement by which investor  purchases of Janus World Funds
class  B  shares  require  a  commission  to  be  advanced  by  Janus.  Advanced
commissions  on the Janus  World  Funds  class B shares were $29 million for the
year ended December 31, 1999.

As discussed  previously,  in preparation for the  Separation,  KCSI completed a
re-capitalization  of the Company's  debt  structure in January 2000. As part of
the  re-capitalization,  KCSI  refinanced  its public debt and revolving  credit
facilities.  Management  believes  that the new capital  structure  provides the
necessary  liquidity  to meet  anticipated  operating,  capital and debt service
requirements and other commitments for 2000.

61

OTHER

Janus Capital  Corporation.  In connection  with its 1984  acquisition of an 80%
interest in Janus,  KCSI entered into a stock purchase  agreement with Thomas H.
Bailey ("Mr.  Bailey"),  Janus' Chairman,  President and Chief Executive Officer
and owner of 12% of Janus  common  stock,  and another  Janus  stockholder  (the
"Janus  Stock  Purchase  Agreement").  The Janus Stock  Purchase  Agreement,  as
amended,  provides  that so long as Mr. Bailey is a holder of at least 5% of the
common  stock of Janus and  continues to be employed as President or Chairman of
the Board of Janus (or, if he does not serve as President,  James P. Craig,  III
serves as President and Chief Executive  Officer or Co-Chief  Executive  Officer
with Mr.  Bailey),  Mr. Bailey shall continue to establish and implement  policy
with respect to the  investment  advisory and portfolio  management  activity of
Janus.  The agreement also provides that, in furtherance of such  objective,  so
long as both the ownership  threshold and officer  status  conditions  described
above are  satisfied,  KCSI will vote its shares of Janus  common stock to elect
directors of Janus,  at least the  majority of whom are selected by Mr.  Bailey,
subject to KCSI's approval, which approval may not be unreasonably withheld. The
agreement  further provides that any change in management  philosophy,  style or
approach with respect to investment  advisory and portfolio  management policies
of Janus shall be mutually agreed upon by KCSI and Mr. Bailey.

KCSI does not  believe  Mr.  Bailey's  rights  under the  Janus  Stock  Purchase
Agreement are  "substantive,"  within the meaning of Issue 96-16 of the Emerging
Issues Task Force ("EITF 96-16"), because KCSI can terminate those rights at any
time by removing Mr. Bailey as an officer of Janus.  KCSI also believes that the
removal of Mr. Bailey would not result in significant  harm to KCSI based on the
factors  discussed below.  Colorado law provides that removal of an officer of a
Colorado   corporation  may  be  done  directly  by  its   stockholders  if  the
corporation's  bylaws so provide.  While Janus' bylaws contain no such provision
currently,  KCSI has the  ability to cause  Janus to amend its bylaws to include
such a provision.  Under  Colorado law, KCSI could take such action at an annual
meeting of stockholders or make a demand for a special meeting of  stockholders.
Janus is required  to hold a special  stockholders'  meeting  upon demand from a
holder of more than 10% of its common stock and to give notice of the meeting to
all stockholders. If notice of the meeting is not given within 30 days of such a
demand,  the District  Court is empowered to summarily  order the holding of the
meeting.  As the holder of more than 80% of the common stock of Janus,  KCSI has
the requisite  votes to compel a meeting and to obtain  approval of the required
actions at such a meeting.

KCSI has  concluded,  supported  by an opinion of legal  counsel,  that it could
carry out the above steps to remove Mr. Bailey without breaching the Janus Stock
Purchase  Agreement  and that if Mr.  Bailey  were to  challenge  his removal by
instituting litigation,  his sole remedy would be for damages and not injunctive
relief and that KCSI would likely prevail in that litigation.

Although  KCSI has the ability to remove Mr.  Bailey,  it has no present plan or
intention to do so, as he is one of the persons regarded as most responsible for
the success of Janus. The consequences of any removal of Mr. Bailey would depend
upon the timing and circumstances of such removal.  Mr. Bailey could be required
to sell, and KCSI could be required to purchase,  his Janus common stock, unless
he were terminated for cause.  Certain other Janus minority  stockholders  would
also be able,  and, if they  terminated  employment,  required,  to sell to KCSI
their shares of Janus common  stock.  The amounts that KCSI would be required to
pay in the event of such purchase and sale transactions  could be material.  See
Note 12 to the consolidated financial statements.  As of December 31, 1999, such
removal would have also resulted in  acceleration of the vesting of a portion of
the shares of restricted Janus common stock held by other minority  stockholders
having an approximate aggregate value of $16.3 million.

There  may also be other  consequences  of  removal  that  cannot  be  presently
identified or quantified.  For example, Mr. Bailey's removal could result in the
loss of other  valuable  employees  or  clients  of

62

Janus.  The  likelihood  of  occurrence  and the effects of any such employee or
client  departures  cannot be  predicted  and may depend on the  reasons for and
circumstances of Mr. Bailey's removal.  However,  KCSI believes that Janus would
be able in such a situation to retain or attract talented employees because: (i)
of Janus' prominence;  (ii) Janus' compensation scale is at the upper end of its
peer group;  (iii) some or all of Mr. Bailey's  repurchased Janus stock could be
then  available for sale or grants to other  employees;  and (iv) many key Janus
employees  must  continue to be employed at Janus to become  vested in currently
unvested restricted stock valued in the aggregate (after considering  additional
vesting that would occur upon the  termination of Mr.  Bailey) at  approximately
$36 million as of December 31, 1999. In addition, notwithstanding any removal of
Mr. Bailey,  KCSI would expect to continue its practice of encouraging  autonomy
by its  subsidiaries  and their boards of directors so that  management of Janus
would  continue to have  responsibility  for Janus'  day-to-day  operations  and
investment  advisory and portfolio  management  policies  and,  because it would
continue that autonomy, KCSI would expect many current Janus employees to remain
with Janus.

With respect to clients,  Janus' investment  advisory contracts with its clients
are  terminable  upon 60 days' notice and in the event of a change in control of
Janus.  Because of his rights  under the Janus  Stock  Purchase  Agreement,  Mr.
Bailey's departure,  whether by removal, resignation or death, might be regarded
as such a change in control.  However, in view of Janus' investment record, KCSI
has  concluded it is  reasonable  to expect that in such an event most of Janus'
clients would renew their  investment  advisory  contracts.  This  conclusion is
reached because (i) Janus relies on a team approach to investment management and
development  of  investment  expertise,  (ii) Mr.  Bailey  has not  served  as a
portfolio manager for any Janus fund for several years,  (iii) a succession plan
exists under which Mr. James P. Craig,  III would succeed Mr.  Bailey,  and (iv)
Janus should be able to continue to attract talented portfolio  managers.  It is
reasonable  to  expect  that  Janus'  clients'   reaction  will  depend  on  the
circumstances,  including,  for  example,  how much of the Janus team remains in
place and what investment advisory alternatives are available.

The Janus Stock Purchase  Agreement and other  agreements  provide for rights of
first refusal on the part of Janus minority  stockholders,  Janus and KCSI, with
respect to certain sales of Janus stock.  These  agreements also require KCSI to
purchase the shares of Janus minority stockholders in certain circumstances.  In
addition, in the event of a Change in Ownership of KCSI, as defined in the Janus
Stock Purchase Agreement, KCSI may be required to sell its stock of Janus to the
stockholders  who are parties to such  agreement  or to purchase  such  holders'
Janus stock.  In the event Mr. Bailey was  terminated  for any reason within one
year  following  a Change in  Ownership,  he would be  entitled  to a  severance
payment,  amounting, at December 31, 1999, to approximately $2 million. Purchase
and sales  transactions  under  these  agreements  are to be made  based  upon a
multiple  of  the  net   earnings  of  Janus  and/or  other  fair  market  value
determinations,  as defined therein.  See Note 12 to the consolidated  financial
statements.

Under the Investment  Company Act of 1940, certain changes in ownership of Janus
may result in  termination  of investment  advisory  agreements  with the mutual
funds and other accounts Janus manages,  requiring  approval of fund shareowners
and other  account  holders to obtain new  agreements.  Additionally,  there are
Janus officers and directors that serve as officers and/or  directors of certain
of the  registered  investment  companies  to  which  Janus  acts as  investment
advisor.

Year 2000. The Year 2000 discussion below contains  forward-looking  statements,
including those  concerning the Company's plans and expected  completion  dates,
cost  estimates,  assessments  of Year 2000 readiness for the Company as well as
for third  parties,  and the  potential  risks of any failure on the part of the
Company  or  third   parties   to  be  Year  2000  ready  on  a  timely   basis.
Forward-looking  statements  involve a number of risks  and  uncertainties  that
could cause actual  results to differ from those  projected.  See the "Overview"
section for additional information.

63

Current  Status.  KCSI and its  subsidiaries  experienced  no material Year 2000
related  issues  when the date moved to  January  1,  2000,  nor have any issues
arisen as of the date of this Form 10-K. Although the initial transition to 2000
occurred without adverse  effects,  there still exists possible Year 2000 issues
for those applications,  systems, processes and system hardware that have yet to
be used in live activities and  transactions.  The Company continues to evaluate
and pursue  discussions  with its various  customers,  partners and vendors with
respect to Year 2000 issues.  No assurance can be made that such parties will be
Year 2000 ready.  While the  Company  cannot  fully  determine  the impact,  the
inability  of its computer  systems to operate  properly in 2000 could result in
significant difficulty in processing and completing fundamental transactions. In
such events,  the Company's results of operations,  financial  position and cash
flows could be materially adversely affected.

General.  Many existing computer programs and microprocessors  that use only two
digits  (rather  than four) to  identify  a year could fail or create  erroneous
results with respect to dates after  December 31, 1999 if not  corrected to read
all four digits.  This computer program flaw is expected to affect all companies
and organizations, either directly or indirectly.

The Company  depends upon its computer and other  systems and the  computers and
other   systems  of  third   parties  to  conduct   and  manage  the   Company's
Transportation and Financial Services businesses. These Year 2000 related issues
may also adversely  affect the  operations  and financial  performance of one or
more of the Company's  customers and suppliers.  As a result, the failure of the
Company,  its customers or suppliers to operate properly in Year 2000 could have
a material  adverse  impact on the Company's  results of  operations,  financial
position and cash flows.  The Company is unable to assess the extent or duration
of that impact at this time, but they could be substantial.

To prepare for Year 2000,  the Company and its key  subsidiaries  formed project
teams comprised of employees and third party consultants to identify and resolve
the numerous  issues  surrounding  the Year 2000. The areas in which the project
teams focused most of their efforts are information  technology  ("IT") systems,
non-IT systems, and third party issues.

     IT Systems. In both the Transportation and Financial Services segments, the
     IT  systems  (including  mission  critical  and  significant   non-critical
     operating,  accounting and supporting  systems) and underlying hardware and
     software  have  operated in 2000 and no material  failures or problems have
     arisen.

     Non-IT  Systems.  All equipment that contains an internal clock or embedded
     micro-processor  (e.g.,  personal computers,  software,  telephone systems,
     locomotives, signal and communications systems, etc.) has been analyzed for
     Year 2000 readiness and  replacement and upgrades of this type of equipment
     are completed.

     Third Party Systems. Because both segments of the Company depend heavily on
     third party systems in the operation of their businesses, significant third
     party  relationships  were  evaluated to determine the status of their Year
     2000  readiness  and the potential  impact on the  Company's  operations if
     those significant third parties fail to become Year 2000 ready.

     The  Transportation  companies  worked  with the  Association  of  American
     Railroads ("AAR") and other AAR-member  railroads to coordinate the testing
     and certification of the systems  administered by the AAR.  Similarly,  the
     Financial Services entities  participated in various  industry-wide efforts
     (e.g.,  trading and account  maintenance,  trade  execution,  confirmation,
     etc.) and were required to  periodically  report to the SEC their  progress
     with respect to Year 2000  preparedness.  Transactions and other activities
     have been successfully  performed in 2000 for certain third party entities.
     The Company will continue to monitor its third party relationships for Year
     2000 issues.

64

Testing and  Documentation  Procedures.  All  material  modifications  to IT and
non-IT systems were  documented and maintained by the project teams for purposes
of tracking the Year 2000 project and as a part of the  Company's  due diligence
process.

Year 2000 Risks.  While there have been no material problems during Year 2000 as
of the date of this Form 10-K,  the Company  continues to evaluate the principal
risks associated with its IT and non-IT systems,  as well as third party systems
if they were not to operate properly in the Year 2000.

Based on work performed and information  received,  the Company believes its key
suppliers,  customers and other significant third party  relationships  were and
continue to be prepared  for the Year 2000 in all  material  respects;  however,
management  of the Company  makes no  assurances  that all such parties are Year
2000 ready.  In the event that the Company or key third parties  experience Year
2000 difficulties,  the Company's results of operations,  financial position and
cash flows could be materially  adversely affected.  The Company has no basis to
form an estimate of costs or lost revenues at this time.

Contingency Plans. The Company and its subsidiaries have identified  alternative
plans in the event that the Year 2000 project does not meet  anticipated  needs.
The  Company  has made  alternative  arrangements  in the  event  that  critical
suppliers,  customers,  utility  providers and other  significant  third parties
experience Year 2000 difficulties.

Year 2000 Costs.  Through December 31, 1999, the Company has spent approximately
$21 million ($8 million by Transportation; $13 million by Financial Services) in
connection with ensuring that all Company and subsidiary  computer  programs are
compatible with Year 2000  requirements.  In addition,  the Company  anticipates
future  spending  of less than $1  million  in  connection  with  this  process.
Accounting  principles  require all costs associated with Year 2000 issues to be
expensed as incurred. A portion of these costs will not result in an increase in
expense because existing  employees and equipment are being used to complete the
project.

Financial Instruments and Purchase Commitments. During 1995, the Company entered
into a forward  stock  purchase  contract as a means of  securing a  potentially
favorable  price for the  repurchase of six million  shares of its common stock.
During 1997, the Company  purchased 2.4 million shares under this contract at an
aggregate cost of $39 million (including transaction premium).

In  accordance  with the  provision of the New Credit  Facilities  requiring the
Company to manage its interest  rate risk  through  hedging  activity,  in first
quarter 2000 the Company entered into five separate interest rate cap agreements
for an aggregate  notional  amount of $200 million  expiring on various dates in
2002. The interest rate caps are linked to LIBOR.  $100 million of the aggregate
notional amount provides a cap on the Company's  interest rate of 7.25% plus the
applicable  spread,  while $100 million  limits the interest rate to 7% plus the
applicable spread.  Counterparties to the interest rate cap agreements are major
financial institutions who also participate in the New Credit Facilities. Credit
loss from counterparty non-performance is not anticipated.

Fuel  costs are  affected  by  traffic  levels,  efficiency  of  operations  and
equipment,  and  petroleum  market  conditions.  Controlling  fuel expenses is a
concern of management,  and expense savings remains a top priority. To that end,
from time to time KCSR enters into forward diesel fuel purchase  commitments and
hedge  transactions  (fuel  swaps or caps) as a means of  securing  volumes  and
prices.  Hedge  transactions  are  correlated  to  market  benchmarks  and hedge
positions  are  monitored  to  ensure  that  they will not  exceed  actual  fuel
requirements in any period.  There were no fuel swap or cap transactions  during
1997 and minimal purchase  commitments were negotiated for 1997. However, at the
end of 1997,  the Company had  purchase  commitments  for


65

approximately  27% of expected 1998 diesel fuel usage, as well as fuel swaps for
approximately  37% of  expected  1998  usage.  As a result of actual fuel prices
remaining  below both the  purchase  commitment  price and the swap price during
1998,  the Company's fuel expense was  approximately  $4.0 million  higher.  The
purchase  commitments  resulted in a higher cost of approximately  $1.7 million,
while the Company made  payments of  approximately  $2.3 million  related to the
1998 fuel swap  transactions.  At December  31,  1998,  the Company had purchase
commitments  and  fuel  swap   transactions  for   approximately  32%  and  16%,
respectively,   of  expected  1999  diesel  fuel  usage.  In  1999,  KCSR  saved
approximately $0.6 million as a result of these purchase  commitments.  The fuel
swap transactions resulted in higher fuel expense of approximately $1 million.

At December 31, 1999, the Company had no outstanding  purchase  commitments  for
2000 and had entered  into two diesel fuel cap  transactions  for a total of six
million  gallons  (approximately  10% of expected  2000 usage) at a cap price of
$0.60 per gallon. The caps are effective January 1, 2000 through June 30, 2000.

These transactions are intended to mitigate the impact of rising fuel prices and
are  recorded  using  hedge  accounting  policies  as set forth in Note 2 to the
consolidated  financial  statements of this Form 10-K.  In general,  the Company
enters into  transactions  such as those discussed  above in limited  situations
based on  management's  assessment of current  market  conditions  and perceived
risks.  Historically,  the  Company  has  engaged  in a  limited  number of such
transactions  and their  impact has been  insignificant.  However,  the  Company
intends to respond to evolving business and market conditions in order to manage
risks and exposures  associated with the Company's  various  operations,  and in
doing so, may enter into transactions similar to those discussed above.

Foreign Exchange Matters.  In connection with the Company's  investment in Grupo
TFM  (Mexico),  Nelson  (United  Kingdom) and Janus Capital  International  (UK)
Limited  ("Janus  UK"),  operating  in the United  Kingdom,  matters  arise with
respect to financial accounting and reporting for foreign currency  transactions
and for translating foreign currency financial statements into U.S. dollars. The
Company follows the requirements  outlined in Statement of Financial  Accounting
Standards  No. 52  "Foreign  Currency  Translation"  ("SFAS  52"),  and  related
authoritative guidance.

The  purchase  price  paid by Grupo TFM for 80% of the  common  stock of TFM was
fixed in Mexican pesos; accordingly,  the Company was exposed to fluctuations in
the U.S.  dollar/Mexican peso exchange rate. In the event that the proceeds from
the various  financing  arrangements  did not provide funds sufficient for Grupo
TFM to complete the purchase of TFM, the Company may have been  required to make
additional capital contributions to Grupo TFM. Accordingly,  in order to hedge a
portion of the Company's  exposure to  fluctuations  in the value of the Mexican
peso versus the U.S.  dollar,  the Company  entered  into two  separate  forward
contracts  to purchase  Mexican  pesos - $98  million in February  1997 and $100
million in March 1997. In April 1997, the Company realized a $3.8 million pretax
gain in  connection  with these  contracts.  This gain was deferred and has been
accounted  for as a component of the Company's  investment  in Grupo TFM.  These
contracts  were  intended  to hedge  only a portion  of the  Company's  exposure
related  to the  final  installment  of the  purchase  price  and not any  other
transactions or balances.

Prior  to  January  1,  1999,   Mexico's   economy  was  classified  as  "highly
inflationary" as defined in SFAS 52. Accordingly,  under the highly inflationary
accounting  guidance  in SFAS 52,  the  U.S.  dollar  was  used as  Grupo  TFM's
functional  currency,  and any  gains or losses  from  translating  Grupo  TFM's
financial statements into U.S. dollars were included in the determination of its
net income  (loss).  Equity  earnings  (losses)  from Grupo TFM  included in the
Company's   results  of  operations   reflected  the  Company's  share  of  such
translation gains and losses.

66

Effective  January 1, 1999,  the SEC staff declared that Mexico should no longer
be considered a highly inflationary economy.  Accordingly, the Company performed
an analysis under the guidance of SFAS 52 to determine  whether the U.S.  dollar
or the Mexican  peso should be used as the  functional  currency  for  financial
accounting and reporting  purposes for periods  subsequent to December 31, 1998.
Based on the results of the analysis,  management believes the U.S. dollar to be
the appropriate  functional currency for the Company's  investment in Grupo TFM;
therefore,  the financial  accounting and reporting of the operating  results of
Grupo TFM will remain consistent with prior periods.

Because the  Company is  required  to report  equity in Grupo TFM under GAAP and
Grupo TFM reports under  International  Accounting  Standards,  fluctuations  in
deferred income tax  calculations  occur based on translation  requirements  and
differences in accounting  standards.  The deferred income tax  calculations are
significantly impacted by fluctuations in the relative value of the Mexican peso
versus  the U.S.  dollar and the rate of  Mexican  inflation,  and can result in
significant  variances in the amount of equity earnings (losses) reported by the
Company.

Nelson  and  Janus UK  operate  principally  in the  United  Kingdom  and  their
financial  statements  are presented  using the British pound as the  functional
currency.  Any gains or losses arising from  transactions not denominated in the
British  pound are recorded as a foreign  currency  gain or loss and included in
the  results  of  operations  of Nelson  and Janus UK.  The  translation  of the
respective  company's financial  statements from the British pound into the U.S.
dollar  results  in  an  adjustment  to  stockholders'  equity  as a  cumulative
translation   adjustment.   At  December  31,  1999  and  1998,  the  cumulative
translation adjustments were not material.

The  Company  continues  to  evaluate  existing  alternatives  with  respect  to
utilizing  foreign currency  instruments to hedge its U.S. dollar  investment in
Grupo TFM, and Nelson as market  conditions  change or exchange rates fluctuate.
At December 31, 1999 and 1998, the Company had no outstanding  foreign  currency
hedging instruments.

Pensions and Other  Postretirement  Benefits.  Statement of Financial Accounting
Standards No. 132 "Employers' Disclosure about Pensions and Other Postretirement
Benefits - an amendment of FASB Statements No. 87, 88, and 106" ("SFAS 132") was
adopted  by the  Company in 1998 and prior year  information  has been  included
pursuant to SFAS 132. SFAS 132 establishes  standardized disclosure requirements
for  pension  and  other  postretirement   benefit  plans,  requires  additional
information  on  changes  in the  benefit  obligations  and fair  values of plan
assets, and eliminates certain disclosures that are no longer considered useful.
The  standard  does not  change the  measurement  or  recognition  of pension or
postretirement  benefit plans.  The adoption of SFAS 132 did not have a material
impact on the Company's disclosures.

Segment Disclosures. In 1998, the Company adopted the provisions of Statement of
Financial  Accounting  Standards  No.  131  "Disclosures  about  Segments  of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards
for the manner in which public business  enterprises  report  information  about
operating  segments in annual  financial  statements and requires  disclosure of
selected  information  about  operating  segments in interim  financial  reports
issued  to  shareholders.  SFAS  131  also  establishes  standards  for  related
disclosures  about products and services,  geographic areas and major customers.
The  adoption  of SFAS  131 did not  have a  material  impact  on the  Company's
disclosures.  Segment financial information is included in Note 1 and Note 14 to
the consolidated  financial  statements  included under Item 8 of this Form 10-K
and prior year information has been restated according to the provisions of SFAS
131.

Comprehensive  Income.  Effective  January  1, 1998,  the  Company  adopted  the
provisions of Statement of Financial  Accounting  Standards  No. 130  "Reporting
Comprehensive  Income" ("SFAS 130"),  which establishes  standards for reporting
and  disclosure  of  comprehensive  income and its  components  in the financial
statements.  Prior year information has been included  pursuant to

67

SFAS 130.  The  Company's  other  comprehensive  income  consists  primarily  of
unrealized  gains and losses  relating to investments  held by DST and accounted
for as  "available  for sale"  securities  as defined by SFAS 115.  The  Company
records its  proportionate  share of any  unrealized  gains or losses related to
these  investments,  net of deferred  income taxes, in  stockholders'  equity as
accumulated  other  comprehensive  income.  The unrealized gain related to these
investments  increased  $63.8 million,  $39.5 million,  and $42.6 million ($38.4
million,  $24.3 million, and $26.1 million, net of deferred taxes) for the years
ended December 31, 1999, 1998 and 1997, respectively.

Minority  Rights.  In EITF  96-16,  the  Financial  Accounting  Standards  Board
("FASB")  reached a consensus that  substantive  minority rights which provide a
minority stockholder with the right to effectively control significant decisions
in the  ordinary  course of an  investee's  business  could  impact  whether the
majority  stockholder should  consolidate the investee.  After evaluation of the
rights of the minority  stockholders  of its  consolidated  subsidiaries  and in
particular  the  contractual  rights of Mr.  Bailey  described in "Other - Janus
Capital  Corporation",  KCSI management concluded that application of EITF 96-16
did not affect the Company's consolidated financial statements.  This conclusion
with respect to Janus is currently  under  discussion  with the Staff of the SEC
and,  accordingly,  is subject to change.  Upon  resolution of this matter,  the
Company expects to file an amendment to this Form 10-K. If the  consolidation of
Janus is  discontinued,  the  Company  will  restate  certain  of its  financial
statements. If Janus continues to be consolidated,  the amendment is expected to
include an opinion of counsel supporting  consolidation.  See Notes 12 and 13 to
the consolidated financial statements.

Internally  Developed  Software.  In 1998,  the  Company  adopted  the  guidance
outlined in American  Institute of Certified  Public  Accountant's  Statement of
Position  98-1  "Accounting  for the Costs of  Computer  Software  Developed  or
Obtained  for  Internal  Use" ("SOP  98-1").  SOP 98-1  requires  that  computer
software costs incurred in the  preliminary  project stage,  as well as training
and maintenance costs be expensed as incurred.  This guidance also requires that
direct and indirect costs associated with the application  development  stage of
internal  use  software  be  capitalized  until such time that the  software  is
substantially  complete and ready for its intended use. Capitalized costs are to
be amortized on a straight-line basis over the useful life of the software.  The
adoption  of this  guidance  did not have a  material  impact  on the  Company's
results of operations, financial position or cash flows.

Derivative  Instruments.  In June 1998,  the FASB issued  Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities"  ("SFAS  133").  SFAS  133  establishes   accounting  and  reporting
standards for derivative  financial  instruments,  including certain  derivative
instruments embedded in other contracts, and for hedging activities. It requires
recognition of all derivatives as either assets or liabilities  measured at fair
value.  The FASB amended SFAS 133 to require adoption for all fiscal quarters of
fiscal  years  beginning  after  June  15,  2000  and  to  preclude  retroactive
applications prior to adoption.  The Company expects adoption of SFAS 133 by the
required  date.  The  adoption  of SFAS 133 is not  expected  to have a material
impact on the Company's results of operations, financial position or cash flows.

Litigation.  The Company and its  subsidiaries  are  involved  as  plaintiff  or
defendant in various  legal  actions  arising in the normal  course of business.
While the  ultimate  outcome of the  various  legal  proceedings  involving  the
Company and its  subsidiaries  cannot be  predicted  with  certainty,  it is the
opinion of management (after consultation with legal counsel) that the Company's
litigation  reserves are adequate and that these legal actions currently are not
material to the Company's consolidated results of operations, financial position
or cash flows. The following outlines two significant ongoing cases:

Duncan Case
In 1998, a jury in Beauregard Parish,  Louisiana returned a verdict against KCSR
in the amount of $16.3 million.  The Louisiana  state case arose from a railroad
crossing accident which occurred at

68

Oretta,  Louisiana  on  September  11,  1994,  in which three  individuals  were
injured.  Of the three, one was injured fatally,  one was rendered  quadriplegic
and the third suffered less serious injuries.

Subsequent  to the  verdict,  the  trial  court  held that the  plaintiffs  were
entitled to interest on the judgment from the date the suit was filed, dismissed
the verdict  against one defendant and reallocated the amount of that verdict to
the remaining  defendants.  The resulting total judgment against KCSR,  together
with interest, was $27.0 million as of December 31, 1999.

On November 3, 1999,  the Third Circuit  Court of Appeals in Louisiana  affirmed
the judgment.  Review is now being sought in the  Louisiana  Supreme  Court.  On
March 24, 2000,  the Louisiana  Supreme Court granted KCSR's  Application  for a
Writ of Review  regarding  this case.  Independent  trial  counsel has expressed
confidence to KCSR  management  that the Louisiana  Supreme Court will set aside
the district court and court of appeals  judgments in this case. KCSR management
believes it has  meritorious  defenses  and that it will  ultimately  prevail in
appeal to the Louisiana  Supreme Court.  If the verdict were to stand,  however,
the judgment and interest are in excess of existing insurance coverage and could
have an adverse  effect on the  Company's  consolidated  results of  operations,
financial position and cash flows.

Bogalusa Cases
In July  1996,  KCSR was  named as one of  twenty-seven  defendants  in  various
lawsuits in Louisiana and  Mississippi  arising from the explosion of a rail car
loaded with chemicals in Bogalusa, Louisiana on October 23, 1995. As a result of
the  explosion,  nitrogen  dioxide and oxides of nitrogen were released into the
atmosphere over parts of that town and the surrounding area causing  evacuations
and injuries.  Approximately  25,000 residents of Louisiana and Mississippi have
asserted  claims  to  recover  damages  allegedly  caused  by  exposure  to  the
chemicals.

KCSR neither  owned nor leased the rail car or the rails on which it was located
at the time of the explosion in Bogalusa.  KCSR did, however,  move the rail car
from Jackson to Vicksburg,  Mississippi, where it was loaded with chemicals, and
back to Jackson  where the car was  tendered to the IC. The  explosion  occurred
more than 15 days after the Company last  transported  the rail car. The car was
loaded in excess of its standard weight,  but under the car's capacity,  when it
was transported by the Company to interchange with the IC.

The trial of a group of twenty  plaintiffs in the Mississippi  lawsuits  arising
from the  chemical  release  resulted in a jury verdict and judgment in favor of
KCSR in June  1999.  The jury  found  that KCSR was not  negligent  and that the
plaintiffs  had  failed  to prove  that  they  were  damaged.  The  trial of the
Louisiana  class action is  scheduled to commence on June 11, 2001.  No date has
been scheduled for the trial of the additional plaintiffs in Mississippi.

KCSR believes  that its exposure to liability in these cases is remote.  If KCSR
were to be found  liable for punitive  damages in these  cases,  such a judgment
could have a material  adverse  effect on the results of  operations,  financial
position and cash flows of the Company.

Environmental  Matters.  Certain of the  Company's  subsidiaries  are subject to
extensive regulation under environmental protection laws concerning, among other
things,   discharges   to  waters  and  the   generation,   handling,   storage,
transportation  and disposal of waste and other  materials  where  environmental
risks are inherent.  In  particular,  the Company is subject to various laws and
certain  legislation   including,   among  others,  the  Federal   Comprehensive
Environmental Response,  Compensation and Liability Act ("CERCLA," also known as
the  Superfund  law),  the Toxic  Substances  Control  Act,  the  Federal  Water
Pollution  Control Act, and the  Hazardous  Materials  Transportation  Act. This
legislation  generally  imposes  joint and  several  liability  for clean up and
enforcement costs,  without regard to fault or legality of the original conduct,
on current and predecessor  owners and operators of a site. The Company does not
foresee  that  compliance  with the  requirements  imposed by the  environmental
legislation  will impair its  competitive  capability  or

69

result in any material additional capital expenditures, operating or maintenance
costs. As part of serving the petroleum and chemicals industry,  KCSR transports
hazardous  materials and has a Shreveport,  Louisiana-based  hazardous materials
emergency team available to handle  environmental issues that might occur in the
transport of such materials.  Additionally,  the Company performs ongoing review
and evaluation of the various  environmental  issues that arise in the Company's
operations,  and, as necessary, takes actions to limit the Company's exposure to
potential liability.

In November 1997,  representatives  of KCSR and the United States  Environmental
Protection Agency ("EPA") met at the site of two,  contiguous pieces of property
in North Baton Rouge, Louisiana,  abandoned leaseholds of Western Petrochemicals
and Export Drum.  These  properties had been the subjects of voluntary  clean up
prior to the EPA's involvement.  The site visit prompted KCSR to obtain from the
EPA, through the Freedom of Information Act, a "Preliminary  Assessment  Report"
concerning  the  properties,   dated  January,   1995,  and  directing  a  "Site
Investigation."  The EPA's November 1997 visit to the site was the start of that
"Site Investigation."  During the November 1997 site visit, the EPA indicated it
intended  to  recover,   through  litigation,   all  of  its  investigation  and
remediation  costs. At KCSR's request,  the EPA agreed informally to suspend its
investigation  pending an  exchange of  information  and  negotiation  of KCSR's
participation  in the  "Site  Investigation."  Based  upon  advice  subsequently
received  from the  Inactive  and  Abandoned  Sites  Division  of the  Louisiana
Department of Environmental Quality ("LADEQ"), KCSR will be allowed to undertake
the  investigation  and  remediation  of  the  site,  pursuant  to  the  LADEQ's
guidelines and oversight. As a result of the EPA's and LADEQ's involvement,  and
the investigation and remediation of the sites pursuant to LADEQ's oversight and
guidelines, the ultimate costs to KCSR are expected to be higher than originally
anticipated.  The  expected  costs  have  been  provided  for in  the  Company's
consolidated  financial  statements  and  completion  of  the  site  remediation
(scheduled to begin in March 2000) is not expected to have a material  impact on
the Company's  consolidated  results of operations,  financial  position or cash
flows.

In another  proceeding,  KCSR is  responsible  for the clean up and closure of a
facility  in  Port  Arthur,  Texas  formerly  leased  by  "Port  Drum"  for  the
reconditioning  of drums. A  comprehensive  environmental  sampling of this site
indicated  contamination of the soils and shallow  groundwater with heavy metals
and petroleum.  KCSR filed a lawsuit  against "Port Drum" and other  potentially
responsible parties,  which was mediated and settled in favor of KCSR. The terms
of this  settlement  provided for "Port Drum" and its  principals  to contribute
significant funds toward the cost of cleanup but provided that KCSR complete the
investigations,  remediation  and demolition of the facility.  KCSR submitted to
the  Texas  Natural  Resource   Conservation   Commission  ("TNRCC")  the  final
risk-based  closure and post-closure  plan for this site. TNRCC has responded to
the KCSR plan and is requiring that a treatability  study be performed  prior to
approval of the closure  plan.  KCSR expects to complete this study in the first
half of 2000.  TNRCC final approval,  as well as  implementation  is expected in
2000.  Estimated  costs  to  complete  the  study,   remediation,   closure  and
post-closure  monitoring of the facility,  beyond those funds  provided by "Port
Drum", have been provided for in the Company's consolidated financial statements
and  completion  is not  expected  to have a  material  impact on the  Company's
consolidated results of operations, financial position or cash flows.

As previously reported, KCSR has been named as a "potentially responsible party"
by the Louisiana  Department of Environmental  Quality in a state  environmental
proceeding,  Louisiana  Department  of  Environmental  Quality,  Docket  No. IAS
88-0001-A, involving a location near Bossier City, Louisiana, which was the site
of a wood preservative  treatment plant (Lincoln  Creosoting).  KCSR is a former
owner of part of the land in question. This matter was the subject of a trial in
the U.S.  District  Court in  Shreveport,  Louisiana  that was concluded in July
1993. The court found that Joslyn Manufacturing Company ("Joslyn"),  an operator
of the plant,  was and is required to indemnify KCSR for damages  arising out of
plant operations. (KCSR's potential liability is as a

70

property owner rather than as a generator or transporter of  contaminants.)  The
case was  appealed  to the U.S.  Court of Appeals for the Fifth  Circuit,  which
Court affirmed the U.S. District Court ruling in favor of KCSR.

In early 1994, the EPA added the Lincoln  Creosoting site to its CERCLA national
priority list.  Since Joslyn has performed major remedial work at this site, and
KCSR has been held to be  entitled  to  indemnity  for such costs by the Federal
District  and  Appeals  Courts,  it would  appear  that  KCSR  should  not incur
significant remedial liability. At this time, it is not possible to evaluate the
potential consequences of further remediation at the site.

The Louisiana  Department of Transportation  ("LDOT") has sued KCSR and a number
of other  defendants in Louisiana state court to recover clean-up costs incurred
by LDOT  while  constructing  Interstate  Highway  49 at  Shreveport,  Louisiana
(Louisiana  Department of  Transportation  v. The Kansas City  Southern  Railway
Company,  et al., Case No. 417190-B in the First Judicial District Court,  Caddo
Parish,  Louisiana).  The clean up was associated with an old oil refinery site,
operated by the other named  defendants.  KCSR's main line was  adjacent to that
site,  and KCSR  was  included  in the  suit  because  LDOT  claims  that a 1966
derailment on the adjacent track released  hazardous  substances  onto the site.
However, there is evidence that the derailment occurred on the side of the track
opposite  from  the  refinery  site.   Furthermore,   there  appears  to  be  no
relationship  between  the  lading on the  derailed  train and any  contaminants
identified  at the  site.  Therefore,  management  believes  that the  Company's
exposure is limited.

In another proceeding, Louisiana Department of Environmental Quality, Docket No.
IE-0-91-0001,  KCSR was named as a party in the alleged contamination of Capitol
Lake in Baton Rouge, Louisiana. During 1994, the list of potentially responsible
parties was  significantly  expanded to include the State of Louisiana,  and the
City and Parish of Baton  Rouge,  among  others.  Studies  commissioned  by KCSR
indicate  that  contaminants  contained in the lake were not  generated by KCSR.
Management  and  counsel do not  believe  this  proceeding  will have a material
effect on the Company.

In the Ilada Superfund Site located in East Cape Girardeau, Ill., KCSR was cited
for  furnishing one carload of used oil to this  petroleum  recycling  facility.
Counsel  advises  that  KCSR's  liability,  if any,  should  fall within the "de
minimus" provisions of the Superfund law, representing minimal exposure.

The Mississippi  Department of Environmental Quality ("MDEQ") initiated a demand
on all railroads operating in Mississippi to clean up their refueling facilities
and investigate any soil and groundwater  impacts  resulting from past refueling
activities. KCSR has six facilities located in Mississippi. KCSR has developed a
plan,  together  with the State of  Mississippi,  that will  satisfy  the MDEQ's
initiative.  Estimated  costs to complete the studies and  expected  remediation
have been provided for in the Company's  consolidated  financial  statements and
the  resolution  is not  expected  to have a  material  impact on the  Company's
consolidated results of operations or financial position.

The  Illinois  Environmental  Protection  Agency  ("IEPA")  has sued the Gateway
Western for alleged violations of state  environmental laws relating to the 1997
spill of methyl isobutyl  carbinol in the East St. Louis yard.  During switching
operations a tank car carrying this  chemical was  punctured  and  approximately
18,000  gallons  were  released.  Emergency  clean up and removal of liquids and
contaminated  soils occurred within two weeks and remaining residues of carbinol
in the soil and shallow groundwater were confined almost entirely to the Gateway
Western property.  Remediation continues and progress is reported to the IEPA on
a quarterly  basis and will  continue  until IEPA clean-up  standards  have been
achieved.  Remediation  is expected to be complete in 2000 and  estimated  costs
have been provided for in the Company's consolidated  financial statements.  The
parties  reached a tentative  negotiated  settlement  of the lawsuit in November
1998, which provides

71

that the Gateway Western pay a penalty and further,  that it fund a Supplemental
Environmental Project in St. Claire County, Illinois. The clean up costs and the
settlement  of the  lawsuit are not  expected  to have a material  impact on the
Company's consolidated results of operations, financial position or cash flows.

The Company  has  recorded  liabilities  with  respect to various  environmental
issues,  which represent its best estimates of remediation and restoration costs
that may be required to comply with  present laws and  regulations.  At December
31, 1999,  these recorded  liabilities  were not material.  Although these costs
cannot be  predicted  with  certainty,  management  believes  that the  ultimate
outcome of  identified  matters will not have a material  adverse  effect on the
Company's consolidated results of operations, financial condition or cash flows.

Regulatory Influence. In addition to the environmental agencies mentioned above,
KCSR operations are regulated by the STB, various state regulatory agencies, and
the  Occupational  Safety and Health  Administration  ("OSHA").  State  agencies
regulate some aspects of rail  operations  with respect to health and safety and
in some instances,  intrastate freight rates. OSHA has jurisdiction over certain
health and safety features of railroad operations.

KCSR  expects  its  railroad  operations  to be subject  to future  requirements
regulating  exhaust  emissions  from diesel  locomotives  that may  increase its
operating costs. During 1995 the EPA issued proposed  regulations  applicable to
locomotive engines. These regulations, which were issued as final in early 1998,
will be  effective  in  stages  for  new or  remanufactured  locomotive  engines
installed  after 2000.  KCSR has reviewed these new  regulations  and management
does not expect  that  compliance  with these  regulations  will have a material
impact on the Company's results of operations.

Virtually  all aspects of  Stilwell's  business  is subject to various  laws and
regulations.  Applicable  laws include the  Investment  Company Act of 1940, the
Investment  Advisers Act of 1940, the Securities Act of 1933, the Securities and
Exchange  Act of 1934,  Employee  Retirement  Income  Security  Act of 1974,  as
amended and various other state  securities and related laws  (including laws in
the United Kingdom).  Applicable regulations include, but are not limited to, in
the United  States,  the rules and  regulations  of the SEC, the  Department  of
Labor,  securities exchanges and the National Association of Securities Dealers,
and in the United Kingdom,  the Investment  Management  Regulatory  Organization
Limited, the Personal Investment Authority and the Financial Services Authority.

The Company does not foresee that regulatory  compliance  under present statutes
will  impair its  competitive  capability  or result in any  material  effect on
results of operations.

Inflation.  Inflation  has  not  had  a  significant  impact  on  the  Company's
operations in the past three years.  Generally  accepted  accounting  principles
require the use of historical costs.  Replacement cost and related  depreciation
expense  of the  Company's  property  would  be  substantially  higher  than the
historical  costs  reported.  Any  increase in expenses  from these fixed costs,
coupled with variable  cost  increases due to  significant  inflation,  would be
difficult to recover through price increases given the competitive  environments
of the Company's  principal  subsidiaries.  See "Foreign Exchange Matters" above
with respect to inflation in Mexico.

72

Item 7(A).  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company utilizes various financial  instruments that entail certain inherent
market  risks.  Generally,  these  instruments  have not been  entered  into for
trading purposes. The following information,  together with information included
in Item 7,  Management's  Discussion  and  Analysis of Financial  Condition  and
Results  of  Operations  and  Note 12 to the  Company's  consolidated  financial
statements  in this Form 10-K,  describe  the key  aspects of certain  financial
instruments which have market risk to the Company.

Interest Rate Sensitivity
The Company's  interest  sensitive  liabilities  include its long-term fixed and
floating-rate debt obligations.  As discussed in "Recent Developments" in Item 7
above,  on  December 6, 1999,  KCSI  commenced  offers to  purchase  and consent
solicitations  with respect to any and all of the Company's  outstanding  7.875%
Notes due July 1, 2002, 6.625% Notes due March 1, 2005, 8.8% Debentures due July
1, 2022, and 7% Debentures due December 15, 2025 (collectively "Debt Securities"
or "notes and  debentures").  Approximately  $398.4  million of the $400 million
outstanding  Debt Securities were validly  tendered and accepted by the Company.
Total  consideration  paid for the  repurchase  of these  outstanding  notes and
debentures  was  $401.2  million.  Funding  for the  repurchase  of  these  Debt
Securities  and for the repayment of $264 million of borrowings  under  existing
revolving  credit  facilities was obtained from two new credit  facilities ("KCS
Credit  Facility"  and "Stilwell  Credit  Facility" -  collectively  "New Credit
Facilities")  each of which was entered into on January 11,  2000.  Accordingly,
the Company's ongoing interest exposure under fixed rate debt obligations is not
material.

At December 31, 1999,  the  Company's  floating-rate  indebtedness  totaled $278
million.  However,  as discussed  above,  the Company funded the payment of $665
million to retire the Debt  Securities  and repay amounts  outstanding  on other
floating-rate  indebtedness with borrowings under the New Credit Facilities. The
New  Credit   Facilities,   comprised  of   different   tranches  and  types  of
indebtedness,  charge  interest based on target interest  indexes (e.g.,  LIBOR,
federal  funds rate,  etc.) plus a defined  amount of basis points  ("applicable
spread"), as set forth in the respective  agreement.  Due to the high percentage
of variable rate debt associated with the  restructuring  of the Company's debt,
the Company will be more  sensitive to  fluctuations  in interest  rates than in
recent years.

A  hypothetical  100 basis  points  increase  in each of the  respective  target
interest indexes would result in additional interest expense of approximately $7
million on an annualized basis for the floating-rate  instruments  assumed to be
outstanding as of December 31, 1999 given the January 11, 2000  transaction.  In
1998,  a 100 basis  points  increase  in interest  rates would have  resulted in
additional interest expense of approximately $3.4 million.

Certain  provisions of the KCS Credit Facility require the Company to manage its
interest rate risk exposure through the use of hedging instruments for a portion
of its outstanding  borrowings.  Accordingly,  in first quarter 2000 the Company
entered  into  five  separate  interest  rate cap  agreements  for an  aggregate
notional amount of $200 million  expiring on various dates in 2002. The interest
rate caps are linked to LIBOR. $100 million of the aggregate  notional amount is
limited to an  interest  rate of 7.25% plus the  applicable  spread,  while $100
million  is  limited  to an  interest  rate of 7% plus  the  applicable  spread.
Counterparties   to  the  interest  rate  cap  agreements  are  major  financial
institutions who are also participants in the New Credit Facilities. Credit loss
from  counterparty  non-performance  is not anticipated.  There were no interest
rate cap or swap agreements in place at December 31, 1998.

73

Based upon the  borrowing  rates  currently  available  to the  Company  and its
subsidiaries for  indebtedness  with similar terms and average  maturities,  the
fair value of  long-term  debt  after  consideration  of the  January  11,  2000
transaction was approximately  $766 million at December 31, 1999. The fair value
of long-term debt was $867 million at December 31, 1998.

Commodity Price Sensitivity
KCSR has a program to hedge against fluctuations in the price of its diesel fuel
purchases.  This  program  is  primarily  completed  using  various  swap or cap
transactions. These transactions are typically based on the price of heating oil
#2,  which the Company  believes to produce a high  correlation  to the price of
diesel fuel. These  transactions are generally  settled monthly in cash with the
counterparty.

Additionally,  from time to time, KCSR enters into forward purchase  commitments
for diesel  fuel as a means of securing  volumes at  competitive  prices.  These
contracts  normally require the Company to purchase defined quantities of diesel
fuel at prices established at the origination of the contract.

At the  end of  1999,  the  Company  had no  outstanding  diesel  fuel  purchase
commitments  for 2000.  At December 31,  1999,  the Company had entered into two
diesel fuel cap transactions  for a total of six million gallons  (approximately
10% of expected  2000  usage) at a cap price of $0.60 per  gallon.  The caps are
effective  January 1, 2000  through June 30,  2000.  At December  31, 1998,  the
Company had forward  diesel  fuel  purchase  commitments  for  approximately  21
million gallons at a weighted  average price of $0.45 per gallon,  as well as 10
million  gallons  under fuel swap  agreements  with a weighted  average price of
$0.44 per gallon. The contract prices do not include taxes, transportation costs
or other incremental fuel handling costs.

The unrecognized gain related to the diesel fuel caps based on the average price
of heating oil #2 approximated $0.6 million at December 31, 1999,  compared to a
$1.2  million  unrecognized  loss  related to diesel fuel swaps at December  31,
1998.

At December  31,  1999,  the  Company  held fuel  inventories  for use in normal
operations.  These  inventories  were  not  material  to the  Company's  overall
financial position.  However,  fuel costs in early 2000 are expected to continue
to increase based on higher market prices for fuel.

Foreign Exchange Sensitivity
The Company owns an approximate 37% interest in Grupo Transportacion Ferroviaria
Mexicana, S.A. de C.V. ("Grupo TFM"), incorporated in Mexico and an 80% interest
in Nelson Money  Managers  Plc  ("Nelson"),  a United  Kingdom  based  financial
services corporation.  Also, Janus owns 100% of Janus Capital International (UK)
Limited  ("Janus UK"), a United Kingdom based company.  In connection with these
investments,  matters arise with respect to financial  accounting  and reporting
for foreign currency transactions and for translating foreign currency financial
statements  into  U.S.   dollars.   Therefore,   the  Company  has  exposure  to
fluctuations in the value of the Mexican peso and the British pound.

Prior  to  January  1,  1999,   Mexico's   economy  was  classified  as  "highly
inflationary" as defined in Statement of Financial  Accounting  Standards No. 52
"Foreign  Currency  Translation"  ("SFAS  52").  Accordingly,  under the  highly
inflationary  accounting  guidance in SFAS 52, the U.S. dollar was used as Grupo
TFM's functional currency,  and any gains or losses from translating Grupo TFM's
financial statements into U.S. dollars were included in the determination of its
net income  (loss).  Equity  earnings  (losses)  from Grupo TFM  included in the
Company's   results  of  operations   reflected  the  Company's  share  of  such
translation gains and losses.

Effective January 1, 1999, the Securities and Exchange  Commission ("SEC") staff
declared  that  Mexico  should  no longer be  considered  a highly  inflationary
economy.  Accordingly,  the Company  performed an analysis under the guidance of
SFAS 52 to determine  whether the U.S. dollar or the

74

Mexican peso should be used as the functional currency for financial  accounting
and reporting purposes for periods subsequent to December 31, 1998. Based on the
results  of  the  analysis,  management  believes  the  U.S.  dollar  to be  the
appropriate  functional  currency  for the  Company's  investment  in Grupo TFM;
therefore,  the financial  accounting and reporting of the operating  results of
Grupo TFM will remain consistent with prior periods.

With respect to Nelson and Janus UK, as the relative  price of the British pound
fluctuates  versus the U.S.  dollar,  the Company's  proportionate  share of the
earnings or losses of these companies are affected. The following table provides
an example of the  potential  impact of a 10% change in the price of the British
pound  assuming  that each of these  United  Kingdom  companies  has earnings of
(Pound) 1,000 and using its ownership interest at December 31, 1999. The British
pound is the functional currency.



                                                           Janus UK                  Nelson
                                                                         
          Assumed Earnings                            (Pound)     1,000        (Pound)    1,000
          Exchange Rate (to U.S. $)                   (Pound) 0.5 to $1        (Pound)0.5 to $1
                                                      --------------------    ---------------------

          Converted U.S. Dollars                            $    2,000              $    2,000
          Ownership Percentage                                     100%                     80%
                                                      --------------------    ---------------------

          Assumed Earnings                                  $   2,000               $   1,600
                                                      --------------------    ---------------------

          Assumed 10% increase in Exchange Rate       (Pound) 0.55 to $1       (Pound) 0.55 to $1
                                                      --------------------    ---------------------

          Converted to U.S. Dollars                         $   1,818               $   1,818
          Ownership Percentage                                    100%                     80%
                                                      --------------------    ---------------------

          Assumed Earnings                                 $    1,818               $   1,454
                                                      --------------------    ---------------------

          Effect of 10% increase in Exchange Rate       $       (182)              $    (146)
                                                      ====================    =====================


The impact of changes in exchange  rates on the balance sheet are reflected in a
cumulative  translation  adjustment  account  as a  part  of  accumulated  other
comprehensive income and do not affect earnings.

While not currently  utilizing  foreign  currency  instruments to hedge its U.S.
dollar  investments in Grupo TFM, Nelson and Janus UK, the Company  continues to
evaluate   existing   alternatives  as  market  conditions  and  exchange  rates
fluctuate.

Available for Sale Investment Sensitivity
Both Janus and Berger have  invested a portion of their net income in certain of
their  respective  (non-money  market)  advised  funds.  These  investments  are
generally  classified as available for sale securities  pursuant to Statement of
Financial  Accounting  Standards No. 115 "Accounting for Certain  Investments in
Debt and Equity Securities."  Accordingly,  these investments are carried in the
Company's consolidated financial statements at fair market value and are subject
to the investment  performance of the underlying  sponsored fund. Any unrealized
gain or loss is recognized upon the sale of the investment.

Additionally,  DST, a 32% owned  equity  investment,  holds  available  for sale
investments  that may affect the Company's  consolidated  financial  statements.
Similarly to the Janus and Berger securities, any changes to the market value of
the DST  available  for sale  investments  are  reflected,  net of tax, in DST's
"accumulated other comprehensive  income" component of its equity.  Accordingly,
the  Company  records  its  proportionate  share of this  amount  as part of the
investment  in DST.  While  these  changes in market  value do not result in any
impact to the  Company's

75

consolidated results of operations  currently,  upon disposition by DST of these
investments, the Company will record its proportionate share of the gain or loss
as a component of equity earnings.

Equity Price Sensitivity
As noted above,  the Company owns 32% of DST, a publicly traded  company.  While
changes  in the  market  price  of  DST  are  not  reflected  in  the  Company's
consolidated  results of operation or  financial  position,  they may affect the
perceived  value of the  Company's  common stock.  Specifically,  the DST market
value  at  any  given  point  in  time  multiplied  by the  Company's  ownership
percentage  provides an amount,  which when divided by the outstanding number of
KCSI common shares,  derives a per share "value" presumably  attributable to the
Company's investment in DST. Fluctuations in this "value" as a result of changes
in the DST market price may affect the Company's stock price.

The revenues earned by Janus,  Berger and Nelson are dependent on the underlying
assets under management in the funds to which investment  advisory  services are
provided.  The portfolio of investments included in these various funds includes
combinations of equity, bond and other types of securities.  Fluctuations in the
value of these  various  securities  are common and are  generated  by  numerous
factors,  including,  among  others,  market  volatility,  the overall  economy,
inflation,   changes  in  investor   strategies,   availability  of  alternative
investment  vehicles,  and  others.  Accordingly,  declines  in  any  one  or  a
combination of these factors,  or other factors not separately  identified,  may
reduce the value of investment  securities  and, in turn, the underlying  assets
under management on which Financial Services revenues are earned.


76


Item 8.           Financial Statements and Supplementary Data

Index to Financial Statements
                                                                           Page

Management Report on Responsibility for Financial Reporting................ 77

Financial Statements:

     Report of Independent Accountants..................................... 77
     Consolidated Statements of Operations and Comprehensive
       Income for the three years ended December 31, 1999.................. 78
     Consolidated Balance Sheets at December 31, 1999
       1998 and 1997....................................................... 79
     Consolidated Statements of Cash Flows for the three
       years ended December 31, 1999....................................... 80
     Consolidated Statements of Changes in Stockholders'
       Equity for the three years ended December 31, 1999.................. 81
     Notes to Consolidated Financial Statements............................ 82

Financial Statement Schedules:

     All schedules are omitted because they are not applicable, insignificant or
     the required information is shown in the consolidated  financial statements
     or notes thereto.

     The consolidated  financial statements and related notes, together with the
     Report of Independent Accountants, of DST Systems, Inc. (an approximate 32%
     owned  affiliate of the Company  accounted for under the equity method) for
     the year ended  December 31,  1999,  which are included in the DST Systems,
     Inc.  Annual  Report  on Form 10-K for the year  ended  December  31,  1999
     (Commission  File No. 1-14036) have been  incorporated by reference in this
     Form 10-K as Exhibit 99.1.

77

Management Report on Responsibility for Financial Reporting

The accompanying  consolidated  financial statements and related notes of Kansas
City Southern Industries,  Inc. and its subsidiaries were prepared by management
in conformity with generally accepted accounting  principles  appropriate in the
circumstances.  In  preparing  the  financial  statements,  management  has made
judgments and estimates based on currently available information.  Management is
responsible  for  not  only  the  financial  information,  but  also  all  other
information  in this  Annual  Report  on Form  10-K.  Representations  contained
elsewhere  in  this  Annual  Report  on  Form  10-K  are  consistent   with  the
consolidated financial statements and related notes thereto.

The Company has a formalized system of internal  accounting controls designed to
provide reasonable  assurance that assets are safeguarded and that its financial
records are reliable.  Management  monitors the system for  compliance,  and the
Company's  internal auditors measure its  effectiveness  and recommend  possible
improvements  thereto.  In addition,  as part of their audit of the consolidated
financial statements, the Company's independent accountants, who are selected by
the  stockholders,  review  and  test  the  internal  accounting  controls  on a
selective basis to establish the extent of their reliance thereon in determining
the nature, extent and timing of audit tests to be applied.

The Board of  Directors  pursues  its  oversight  role in the area of  financial
reporting and internal  accounting  control  through its Audit  Committee.  This
committee, composed solely of non-management directors, meets regularly with the
independent accountants,  management and internal auditors to monitor the proper
discharge of  responsibilities  relative to internal  accounting controls and to
evaluate the quality of external financial reporting.


Report of Independent Accountants

To the Board of Directors and Stockholders of
Kansas City Southern Industries, Inc.

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of operations and  comprehensive  income, of changes in
stockholders' equity and of cash flows present fairly, in all material respects,
the  financial  position  of  Kansas  City  Southern  Industries,  Inc.  and its
subsidiaries  at  December  31,  1999,  1998 and 1997,  and the results of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

As  discussed  in Note 2 to the  consolidated  financial  statements,  effective
December   31,  1997  the  Company   changed  its  method  of   evaluating   the
recoverability of goodwill. We concur with the change in accounting.


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Kansas City, Missouri
March 16, 2000


78



                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                            AND COMPREHENSIVE INCOME
                                            Years Ended December 31
                                 Dollars in Millions, Except per Share Amounts

                                                         1999              1998               1997
                                                    ------------       ------------      ------------
                                                                                
Revenues                                            $    1,813.7       $    1,284.3      $    1,058.3

Costs and expenses                                       1,139.0              816.3             680.2
Depreciation and amortization                               92.3               73.5              75.2
Restructuring, asset impairment
   and other charges                                                                            196.4
                                                    ------------       ------------      ------------
Operating income                                           582.4              394.5             106.5

Equity in net earnings (losses) of unconsolidated
  affiliates (Notes 3, 6, 13):
     DST Systems, Inc.                                      44.4               24.3              24.3
     Grupo Transportacion Ferroviaria
        Mexicana, S.A. de C.V.                               1.5               (3.2)            (12.9)
     Other                                                   6.0                1.8               3.8
Interest expense                                           (63.3)             (66.1)            (63.7)
Reduction in ownership of DST Systems, Inc.                                   (29.7)
Other, net                                                  32.7               32.8              21.2
                                                    ------------       ------------      ------------
Pretax income                                              603.7              354.4              79.2

Income tax provision (Note 9)                              223.1              130.8              68.4
Minority interest in consolidated
  earnings (Notes 12, 13)                                   57.3               33.4              24.9
                                                    ------------       ------------      ------------

Net income (loss)                                          323.3              190.2             (14.1)

Other comprehensive income, net of income tax:
     Unrealized gain on securities                          38.4               24.3              26.1
     Less: reclassification adjustment for
        gains included in net income                        (4.4)              (0.2)             (0.2)
                                                    ------------       ------------      ------------
Comprehensive income                                $      357.3       $      214.3      $       11.8
                                                    ============       ============      =============

Per Share Data (Note 2):

Basic earnings (loss) per share                     $       2.93       $       1.74      $      (0.13)
                                                    ============       ============      =============

Diluted earnings (loss) per share                   $       2.79       $       1.66      $      (0.13)
                                                    ============       ============      =============

Weighted average common shares outstanding (in thousands):
     Basic                                               110,283            109,219           107,602
     Dilutive potential common shares                      3,767              3,840
                                                    ------------       ------------      ------------
     Diluted                                             114,050            113,059           107,602
                                                    ============       ============      ============

Dividends per share
     Preferred                                      $       1.00       $       1.00      $       1.00
     Common                                         $        .16       $        .16      $        .15



          See accompanying notes to consolidated financial statements.

79


                                        KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                             CONSOLIDATED BALANCE SHEETS
                                                   at December 31
                                    Dollars in Millions, Except per Share Amounts

                                                         1999               1998              1997
                                                     ------------      ------------      ------------
ASSETS
                                                                                
Current Assets:
     Cash and equivalents                           $      336.1       $      144.1      $      109.4
     Investments in advised funds (Note 7)                  23.9               32.2              24.4
     Accounts receivable, net (Note 7)                     287.9              208.4             177.0
     Inventories                                            40.5               47.0              38.4
     Other current assets (Note 7)                          45.1               37.8              23.9
                                                    ------------       ------------      ------------

         Total current assets                              733.5              469.5             373.1

Investments held for operating purposes (Notes 3, 6)       811.2              707.1             683.5

Properties, net (Notes 4, 7)                             1,347.8            1,266.7           1,227.2

Intangibles and Other Assets, net (Notes 3, 4, 7)          196.4              176.4             150.4
                                                    ------------       ------------      ------------

     Total assets                                   $    3,088.9       $    2,619.7      $    2,434.2
                                                    ============       ============      ============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Debt due within one year (Note 8)              $       10.9       $       10.7      $      110.7
     Accounts and wages payable                            199.1              125.8             109.0
     Accrued liabilities (Notes 4, 7)                      206.7              159.7             217.8
                                                    ------------       ------------      ------------

         Total current liabilities                         416.7              296.2             437.5
                                                    ------------       ------------      ------------

Other Liabilities:
     Long-term debt (Note 8)                               750.0              825.6             805.9
     Deferred income taxes (Note 9)                        449.2              403.6             332.2
     Other deferred credits                                132.6              128.8             132.1
     Commitments and contingencies
       (Notes 3, 8, 9, 12, 13)

         Total other liabilities                         1,331.8            1,358.0           1,270.2
                                                    ------------       ------------      ------------

Minority Interest in consolidated
  subsidiaries (Notes 12, 13)                               57.3               34.3              28.2
                                                    ------------       ------------      ------------


Stockholders' Equity (Notes 2, 5, 8, 10):
     $25 par, 4% noncumulative, Preferred stock              6.1                6.1               6.1
     $1 par, Series B convertible,
       Preferred stock                                                                            1.0
     $.01 par, Common stock                                  1.1                1.1               1.1
     Retained earnings                                   1,167.0              849.1             839.3
     Accumulated other comprehensive income                108.9               74.9              50.8
     Shares held in trust                                                                      (200.0)
                                                    ------------       ------------      ------------

         Total stockholders' equity                      1,283.1              931.2             698.3
                                                    ------------       ------------      ------------

     Total liabilities and stockholders' equity     $    3,088.9       $    2,619.7      $    2,434.2
                                                    ============       ============      ============


               See accompanying notes to consolidated  financial statements.


80



                                        KANSAS CITY SOUTHERN INDUSTRIES, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               Years Ended December 31
                                                 Dollars in Millions

                                                          1999               1998               1997
                                                       ------------        ------------       ------
                         
CASH FLOWS PROVIDED BY (USED FOR):
Operating Activities:
Net income (loss)                                       $  323.3             $  190.2       $  (14.1)
Adjustments to net income (loss):
     Depreciation and amortization                          92.3                 73.5           75.2
     Deferred income taxes                                  21.6                 23.2          (16.6)
     Equity in undistributed earnings of
       unconsolidated affiliates                           (51.6)               (16.8)         (15.0)
     Minority interest in consolidated earnings             57.3                 33.4           24.9
     Reduction in ownership of DST                                               29.7
     Restructuring, asset impairment and other charges                                         196.4
     Gain on sale of assets                                 (0.7)               (20.2)          (6.9)
     Employee benefit and deferred compensation
       expenses not requiring operating cash                 5.2                  3.8            8.7
Deferred commissions                                       (29.5)
Changes in working capital items:
     Accounts receivable                                   (79.5)               (29.9)         (29.0)
     Inventories                                             6.5                 (8.6)           2.5
     Accounts and wages payable                             66.1                 19.6           (3.1)
     Accrued liabilities                                    53.5                (32.4)          24.4
     Other current assets                                   (3.1)                (8.2)          (2.2)
Other, net                                                  (2.6)                (1.7)           1.5
                                                        --------             --------       --------
     Net                                                   458.8                255.6          246.7
                                                        --------             --------       --------

Investing Activities:
Property acquisitions                                     (156.7)              (104.9)         (82.6)
Proceeds from disposal of property                           3.0                  8.2            7.4
Investments in and loans with affiliates                   (17.3)               (25.3)        (303.5)
Net sales (purchases) of investments in
     advised funds                                          16.6                 (2.2)          (5.0)
Proceeds from disposal of other investments                                      10.4            0.3
Other, net                                                  (4.2)                 0.2            4.0
                                                        --------             --------       --------
     Net                                                  (158.6)              (113.6)        (379.4)
                                                        --------             --------       --------

Financing Activities:
Proceeds from issuance of long-term debt                    21.8                151.7          339.5
Repayment of long-term debt                                (97.5)              (238.6)        (110.1)
Proceeds from stock plans                                   43.4                 30.1           26.6
Stock repurchased                                          (24.6)                              (50.2)
Distributions to minority stockholders of
     consolidated subsidiaries                             (37.8)               (32.8)         (12.9)
Cash dividends paid                                        (17.6)               (17.8)         (15.2)
Other, net                                                   4.1                  0.1           (4.5)
                                                        --------             --------       --------
     Net                                                  (108.2)              (107.3)         173.2
                                                        --------             --------       --------

Cash and Equivalents:
Net increase                                               192.0                 34.7           40.5
At beginning of year                                       144.1                109.4           68.9
                                                        --------             --------       --------
At end of year (Note 5)                                 $  336.1             $  144.1       $  109.4
                                                        ========             ========       ========



          See accompanying notes to consolidated financial statements.

81


                                     KANSAS CITY SOUTHERN INDUSTRIES, INC.
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 Dollars in Millions, Except per Share Amounts

                                             $1 Par                                   Accumulated
                                $25 Par     Series B     $.01 Par                        other         Shares
                               Preferred    Preferred     Common       Retained      comprehensive      held
                                 stock        stock        stock       earnings         income        in trust       Total
                                 -----        -----        -----       --------         ------        --------       -----
                                                                                             
 Balance at
  December 31, 1996             $   6.1      $    1.0     $   0.4    $    883.3        $   24.9      $  (200.0)   $    715.7

Net loss                                                                  (14.1)                                       (14.1)
Dividends                                                                 (16.0)                                       (16.0)
Stock repurchased                                                         (50.2)                                       (50.2)
3-for-1 stock split                                           0.7          (0.7)                                         -
Stock plan shares
issued from treasury                                                        3.1                                          3.1
Stock issued in
acquisition (Note 3)                                                       10.1                                         10.1
Options exercised
and stock subscribed                                                       23.8                                         23.8
Other comprehensive income
                                                                                           25.9                         25.9
                                -------      -------      -------      -------         --------       --------     ---------

Balance at
  December 31, 1997                 6.1           1.0         1.1         839.3            50.8         (200.0)        698.3

Net income                                                                190.2                                        190.2
Dividends                                                                 (17.7)                                       (17.7)
Stock plan shares
issued from treasury                                                        3.0                                          3.0
Stock issued in
acquisition (Note 3)                                                        3.2                                          3.2
Options exercised
and stock subscribed                                                       30.1                                         30.1
Termination of shares held
in trust (Note 10)                               (1.0)                   (199.0)                         200.0           -
Other comprehensive income
                                                                                           24.1                         24.1
                                -------      -------      -------      -------         --------       --------     ---------

Balance at
  December 31, 1998                 6.1           -           1.1         849.1            74.9            -           931.2

Net income                                                                323.3                                        323.3
Dividends                                                                 (17.9)                                       (17.9)
Stock repurchased                                                         (24.6)                                       (24.6)
Options exercised and
stock subscribed                                                           37.1                                         37.1
Other comprehensive income
                                                                                           34.0                         34.0
                                -------      -------      -------      -------         --------       --------     ---------

Balance at
  December 31, 1999             $   6.1      $    -       $   1.1    $  1,167.0        $  108.9       $     -    $   1,283.1
                                =======      =======      =======      ========        ========       ========   ===========



          See accompanying notes to consolidated financial statements.

82

                       KANSAS CITY SOUTHERN INDUSTRIES, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of the Business

Kansas City  Southern  Industries,  Inc.  ("Company" or "KCSI") is a diversified
company  which  reports its  financial  information  in two  business  segments:
Transportation and Financial Services. The Transportation  segment,  through its
principal  subsidiaries and joint ventures,  owns and operates a rail network of
approximately  6,000 miles of main and branch lines that link the key commercial
and  industrial  markets  of  the  United  States  and  Mexico.  The  businesses
comprising the Financial  Services  segment offer a variety of asset  management
and  related  financial  services to  registered  investment  companies,  retail
investors,  institutions and  individuals.  Note 14 provides  condensed  segment
financial information.

Tax Ruling for Separation.  On July 9, 1999, KCSI received a tax ruling from the
Internal  Revenue  Service  ("IRS") to the effect that for United States federal
income tax purposes,  the planned  separation of the Financial  Services segment
from  KCSI  through  a  pro-rata   distribution  of  Stilwell  Financial,   Inc.
("Stilwell") common stock to KCSI stockholders (the "Separation") qualifies as a
tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as
amended.  Additionally,  in  February  2000,  the  Company  received a favorable
supplementary  tax ruling from the IRS to the effect that the assumption of $125
million  of  KCSI  debt  by  Stilwell   (in   connection   with  the   Company's
re-capitalization  of its debt  structure as discussed in Note 16) would have no
effect on the previously issued tax ruling.


TRANSPORTATION
Kansas City Southern  Lines,  Inc.  ("KCSL"),  a wholly-owned  subsidiary of the
Company,  is the holding company for  Transportation  segment  subsidiaries  and
affiliates. This segment includes, among others:

o The Kansas City Southern Railway Company ("KCSR"), a wholly-owned subsidiary;
o Gateway Western Railway Company ("Gateway Western"), a wholly-owned
  subsidiary;
o Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. ("Grupo TFM"), a 37%
  owned affiliate, which owns 80% of the common stock of TFM, S.A. de C.V.
  ("TFM");
o Mexrail, Inc. ("Mexrail"), a 49% owned affiliate, which wholly owns the Texas
  Mexican Railway Company ("Tex Mex");
o Southern Capital Corporation, LLC ("Southern Capital"), a 50% owned affiliate
  and
o Panama Canal Railway Company ("PCRC"), a 50% owned affiliate.

KCSL,  along  with its  principal  subsidiaries  and  joint  ventures,  owns and
operates a rail  network of  approximately  6,000 miles of main and branch lines
that link key commercial and industrial markets in the United States and Mexico.
Its strategic  alliance with the Canadian  National Railway Company and Illinois
Central  Corporation  and other  marketing  agreements has expanded its reach to
comprise a  contiguous  rail network of  approximately  25,000 miles of main and
branch lines connecting Canada, the United States and Mexico.

KCSL's rail  network  connects  shippers in the  midwestern  and eastern  United
States and Canada,  including  shippers utilizing Chicago and Kansas City -- the
two largest  rail  centers in the United  States -- with the largest  industrial
centers of Canada and  Mexico,  including  Toronto,  Edmonton,  Mexico  City and
Monterrey.  KCSL's  system,  through its core network,  strategic  alliances and
marketing  partnerships,  interconnects  with  all  Class I  railroads  in North
America.

83

KCSL's principal subsidiaries and investments are as follows:

o    KCSR, which traces its origins to 1887, operates a Class I Common Carrier
     railroad system in the United States, from the Midwest to the Gulf of
     Mexico and on an East-West axis from Meridian, Mississippi to Dallas,
     Texas.  KCSR offers the shortest route between Kansas City and major port
     cities along the Gulf of Mexico in Louisiana, Mississippi and Texas, and
     its customer base includes electric generating utilities and a wide range
     of companies in the chemical and petroleum industries, agricultural and
     mineral industries, paper and forest product industries, automotive
     product and intermodal industries, among others.  KCSR, in conjunction with
     the Norfolk Southern Corporation, operates the most direct rail route,
     referred to as the "Meridian Speedway", linking the Atlanta and Dallas
     gateways for traffic moving between the rapidly-growing southeast and
     southwest regions of the United States. The "Meridian Speedway" also
     provides eastern shippers and other U.S. and Canadian railroads with an
     efficient connection to Mexican markets.

o    Gateway  Western,  a regional common carrier system which links Kansas City
     with East St. Louis and  Springfield,  Illinois,  provides key interchanges
     with the majority of other Class I railroads.  Like KCSR,  Gateway  Western
     serves customers in a wide range of industries.

o    Strategic joint venture interests include Grupo TFM and Mexrail, which
     provide KCSL with direct access to Mexico.  Through Grupo TFM and Mexrail,
     operated in partnership with Transportacion Maritima Mexicana, S.A. de C.V.
     ("TMM"), KCSL has established a prominent position in the Mexican market.
     TFM's route network provides the shortest connection to the major
     industrial and population areas of Mexico from midwestern and eastern
     points in the United States.  TFM was privatized by the Mexican government
     in June 1997.  Tex Mex connects with KCSR via trackage rights at Beaumont,
     Texas, with TFM at Laredo, Texas, (the single largest rail freight transfer
     point between the United States and Mexico), as well as with other U.S.
     Class I railroads at various locations.

KCSR and Gateway  Western  revenues  and net income are  dependent  on providing
reliable  service to  customers  at  competitive  rates,  the  general  economic
conditions  in the  geographic  region  served and the  ability  to  effectively
compete  against   alternative   modes  of  surface   transportation,   such  as
over-the-road truck  transportation.  The ability of KCSR and Gateway Western to
construct  and  maintain  the  roadway  in order to provide  safe and  efficient
transportation  service is important to the ongoing viability as a rail carrier.
Additionally,  the containment of costs and expenses is important in maintaining
a competitive  market position,  particularly  with respect to employee costs as
approximately  84% of KCSR and Gateway  Western  combined  employees are covered
under various collective bargaining agreements.



FINANCIAL SERVICES

On January 23, 1998,  KCSI formed  Stilwell  (formerly FAM Holdings,  Inc.) as a
wholly-owned  holding  company  for the  group  of  businesses  and  investments
comprising  the  Financial  Services  segment  of  KCSI.  The  primary  entities
comprising this segment are as follows: Janus, approximately 82% owned; Stilwell
Management, Inc. ("SMI"), wholly-owned; Berger LLC ("Berger"), of which SMI owns
100% of Berger preferred  limited  liability company interests and approximately
86% of the Berger regular  limited  liability  company  interests;  Nelson Money
Managers Plc ("Nelson"),  80% owned; and DST Systems,  Inc.  ("DST"),  an equity
investment in which SMI owns an approximate  32% interest.  KCSI  transferred to
Stilwell KCSI's ownership  interests in Janus,  Berger,  Nelson, DST and certain
other  financial  services-related  assets and  Stilwell  assumed  all of KCSI's
liabilities  associated  with the  assets  transferred  effective  July 1, 1999.
Additionally,  in December 1999,  Stilwell  contributed to SMI the investment in
DST.

84

A summary of Stilwell's principal operations/investments follows:

o    Janus and Berger provide investment management,  advisory, distribution and
     transfer agent services primarily to U.S. based mutual funds, pension plans
     and other  institutional and private account  investors.  Janus also offers
     mutual fund products to international markets through the Janus World Funds
     plc ("Janus World  Funds").  Janus assets under  management at December 31,
     1999,  1998 and 1997 were $249.5,  $108.3 and $67.8 billion,  respectively.
     Berger assets under  management  totaled $6.6,  $3.7 and $3.8 billion as of
     December 31, 1999, 1998 and 1997, respectively.

     Janus and Berger revenues and operating  income are generally  derived as a
     percentage of average  assets under  management,  and a decline in the U.S.
     and/or  international  financial  markets,  or an  increase  in the rate of
     return of alternative  investments  could  negatively  affect  results.  In
     addition,   the  mutual  fund  industry,  in  general,   faces  significant
     competition as the number of mutual funds continues to increase,  marketing
     and distribution  channels become more creative and complex,  and investors
     place greater  emphasis on published  fund  recommendations  and investment
     category rankings.

o    Nelson,  operating in the United Kingdom,  provides  investment  advice and
     investment  management services primarily to individuals who are retired or
     are  contemplating  retirement.  Nelson  revenues  are  earned  based on an
     initial  fee  calculated  as a  percentage  of capital  invested  into each
     individual investment portfolio, as well as from an annual fee based on the
     level  of  assets  under   management   for  the  ongoing   management  and
     administration  of each  investment  portfolio.  Declines in  international
     financial  markets or a decline of the price of the British pound  relative
     to the U.S. dollar could negatively  affect the amount of earnings reported
     for Nelson in the consolidated financial statements.

o    DST, together with its subsidiaries and joint ventures, offers information
     processing and software services and products through three operating
     segments:  financial services, output solutions and customer management.
     Additionally, DST holds certain investments in equity securities, financial
     interests and real estate holdings.  DST operates throughout the United
     States, with operations in Kansas City, Missouri, Northern California and
     various locations on the east coast, among others, and internationally
     in Canada, Europe, Africa and the Pacific Rim.  DST has a single class of
     common stock, which is publicly traded on the New York Stock Exchange and
     the Chicago Stock Exchange.  See Note 3 for additional information.

     The earnings of DST are dependent in part upon the further growth of mutual
     fund  and  other  industries,  DST's  ability  to  continue  to  adapt  its
     technology to meet client needs and demands for the latest  technology  and
     various other factors including, but not limited to, reliance on processing
     facilities;  future international sales;  continued equity in earnings from
     joint ventures; and competition from other third party providers of similar
     services and products as well as from in-house providers.


Note 2. Significant Accounting Policies

Basis of Presentation.  Use of the term "Company" as described in these Notes to
Consolidated  Financial Statements means Kansas City Southern  Industries,  Inc.
and all of its consolidated  subsidiary  companies.  Significant  accounting and
reporting  policies are  described  below.  Certain prior year amounts have been
reclassified to conform to the current year presentation.

Use of Estimates. The accounting and financial reporting policies of the Company
conform  with  accounting  principles  generally  accepted in the United  States
("U.S.  GAAP"). The preparation of financial  statements in conformity with U.S.
GAAP requires  management  to make  estimates  and

85

assumptions  that affect the  reported  amounts of assets and  liabilities,  the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

Principles of Consolidation.  The consolidated  financial  statements  generally
include all majority owned subsidiaries.  All significant  intercompany accounts
and transactions  have been eliminated.

In Issue No. 96-16,  the Emerging  Issues Task Force ("EITF 96-16") of the FASB,
reached a consensus that  substantive  minority  rights which provide a minority
shareholder with the right to effectively control  significant  decisions in the
ordinary  course of an  investee's  business  could impact  whether the majority
shareholder should consolidate the investee.  Management evaluated the rights of
the minority shareholders of its consolidated subsidiaries.  Application of EITF
96-16 did not affect  the  Company's  consolidated  financial  statements.  This
conclusion with respect to Janus is currently under discussion with the Staff of
the SEC and,  accordingly,  is  subject  to  change.  See Notes 12 and 13 to the
consolidated financial statements.

Revenue  Recognition.  Revenue  is  recognized  by  the  Company's  consolidated
railroad  operations  based upon the  percentage  of  completion  of a commodity
movement.  Investment management fees are recognized by Janus, Berger and Nelson
primarily  as a  percentage  of assets  under  management.  Other  revenues,  in
general,  are recognized when the product is shipped,  as services are performed
or contractual obligations fulfilled.

Cash  Equivalents.  Short-term  liquid  investments  with an initial maturity of
generally  three  months  or less are  considered  cash  equivalents,  including
investments  in money  market  mutual  funds that are  managed by Janus.  Janus'
investments  in its  money  market  mutual  funds  are  generally  used  to fund
operations and to pay dividends. Pursuant to contractual agreements between KCSI
and certain Janus minority  stockholders,  Janus has distributed at least 90% of
its net income to its stockholders each year.

Inventories.  Materials and supplies  inventories for transportation  operations
are valued at average cost.

Properties  and  Depreciation.  Properties  are  stated at cost.  Additions  and
renewals  constituting a unit of property are capitalized and all properties are
depreciated  over  the  estimated  remaining  life  of  such  assets.   Ordinary
maintenance and repairs are charged to expense as incurred.

The cost of transportation  equipment and road property  normally retired,  less
salvage value, is charged to accumulated depreciation.  Conversely,  the cost of
industrial and other property retired,  and the cost of transportation  property
abnormally  retired,   together  with  accumulated   depreciation  thereon,  are
eliminated  from the  property  accounts  and the  related  gains or losses  are
reflected in net income.

Depreciation   for   transportation   operations  is  computed  using  composite
straight-line rates for financial statement purposes. The Surface Transportation
Board  ("STB")  approves the  depreciation  rates used by KCSR.  KCSR  evaluates
depreciation  rates for properties and equipment and implements  approved rates.
Periodic revisions of rates have not had a material effect on operating results.
Unit depreciation  methods,  employing both accelerated and straight-line rates,
are employed in other business  segments.  Accelerated  depreciation is used for
income tax  purposes.  The  ranges of annual  depreciation  rates for  financial
statement purposes are:

86


                                                   
  Transportation
      Road and structures                             1%  -   20%
      Rolling stock and equipment                     1%  -   24%
      Other equipment                                 1%  -   33%
      Capitalized leases                              3%  -   20%



The  Company  adopted  Statement  of  Financial  Accounting  Standards  No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of" ("SFAS  121")  effective  January 1, 1996.  SFAS 121  provides
accounting   standards  for  the  impairment  of  long-lived   assets,   certain
identifiable  intangibles,  and goodwill,  as well as for long-lived  assets and
certain identifiable  intangibles which are to be disposed. If events or changes
in  circumstances  of a long-lived asset indicate that the carrying amount of an
asset may not be  recoverable,  the Company must  estimate the future cash flows
expected to result from the use of the asset and its  eventual  disposition.  If
the sum of the expected future cash flows (undiscounted and without interest) is
lower  than the  carrying  amount  of the  asset,  an  impairment  loss  must be
recognized to the extent that the carrying  amount of the asset exceeds its fair
value.  The adoption of SFAS 121 did not have a material effect on the Company's
financial  position  or results of  operations.  However,  see Note 4 below with
respect to certain  KCSR assets held for  disposal  and certain  other  impaired
assets.

Investments.  The equity  method of accounting is used for all entities in which
the Company or its subsidiaries  have significant  influence,  but not more than
50% voting control interest; the cost method of accounting is generally used for
investments of less than 20% voting control interest.

Pursuant to Statement of Financial  Accounting Standards No. 115 "Accounting for
Certain  Investments in Debt and Equity  Securities"  ("SFAS 115"),  investments
classified as "available for sale" are reported at fair value,  with  unrealized
gains and losses  excluded from earnings and  reported,  net of deferred  income
taxes, in accumulated  other  comprehensive  income.  Investments  classified as
"trading"  securities  are  reported at fair value,  with  unrealized  gains and
losses included in net income.

Investments  in advised  funds are  comprised of shares of certain  mutual funds
advised by Janus and Berger.  Realized gains and losses are determined using the
first-in, first-out method.

Advertising,  Marketing and Promotion.  The Company  expenses all advertising as
incurred.  Direct response  advertising  for which future economic  benefits are
probable and  specifically  attributable  to the  advertising  is not  material.
Berger has marketing  agreements  with various  related mutual funds pursuant to
Rule 12b-1 under the Investment  Company Act of 1940 ("12b-1 Plan")  pursuant to
which  certain  12b-1 fees are  collected.  Under  these  agreements,  which are
approved  or  renewed  on an  annual  basis by the  boards of  directors  of the
respective  mutual funds,  Berger must engage in activities that are intended to
result in sales in the funds.  Any fees not spent must be returned to the funds.
Berger  collected  12b-1 Plan fees of $8.6,  $6.9 and $7.6 million for the years
ended December 31, 1999, 1998 and 1997, respectively.

Intangibles.  Intangibles principally represent the excess of cost over the fair
value of net underlying assets of acquired  companies using purchase  accounting
and are amortized using the straight-line  method over periods ranging from 5 to
40 years.

On an annual  basis,  the  Company  reviews  the  recoverability  of goodwill by
comparing the carrying value of the recoverability of the associated goodwill to
its  fair  value.  In  response  to  changes  in the  competitive  and  business
environment  in the rail  industry,  the  Company  revised its  methodology  for
evaluating  goodwill  recoverability  effective December 31, 1997. The change in
this method of measurement relates to the level at which assets are grouped from
the business unit level to the  investment  component  level.  At the same time,
there  were  changes  in the  estimates  of future  cash

87

flows  used to  measure  goodwill  recoverability.  The  effect of the change in
method of applying the accounting  principle is inseparable  from the changes in
estimate.   Accordingly,   the  combined  effects  have  been  reported  in  the
accompanying  consolidated  financial  statements  as a change in estimate.  The
Company believes that the revised methodology  represents a preferable method of
accounting  because it more closely links the fair value  estimates to the asset
whose  recoverability  is being evaluated.  The policy change did not impact the
Company's  Financial  Services  businesses  as their  goodwill  has always  been
evaluated on an investment component basis.

As a result of the changes  discussed  above,  the Company  determined  that the
aggregate  carrying value of the goodwill and other intangible assets associated
with the 1993 MidSouth  Corporation  ("MidSouth")  purchase  exceeded their fair
value. Accordingly,  the Company recorded an impairment loss of $91.3 million in
the fourth  quarter of 1997.  Due to the fact that the change in  accounting  is
inseparable  from the change in estimates,  the pro forma effects of retroactive
application cannot be determined.

Deferred Commissions.  Commissions paid to financial  intermediaries on sales of
certain  Janus  World  Funds  shares  ("B  shares")  are  recorded  as  deferred
commissions  in  the  accompanying  consolidated  financial  statements.   These
deferred commissions are amortized using the sum-of-the-years digits methodology
over four years, or when the B shares are redeemed, if earlier. Early withdrawal
charges  received by Janus from  redemption of the B shares within four years of
purchase  reduce  the  unamortized  deferred  commission  balance.  Payments  of
deferred commissions during 1999 were $29.5 million and associated  amortization
expense  for the year then ended  totaled  $8.1  million.  Payments  of deferred
commissions and associated amortization expense were not material in 1998.

Changes  of  Interest  in  Subsidiaries  and Equity  Investees.  A change of the
Company's interest in a subsidiary or equity investee resulting from the sale of
the subsidiary's or equity  investee's stock is generally  recorded as a gain or
loss in the  Company's  net  income in the period  that the  change of  interest
occurs.  If an issuance of stock by the subsidiary or affiliate is from treasury
shares on which gains have been previously recognized, however, KCSI will record
the gain directly to its equity and not include the gain in net income.  The net
gain  recorded by the  Company  (included  in the Other,  net  component  in the
Statements  of  Operations)  for the year ended  December  31, 1999 totaled $6.2
million. Gains for the years ended December 31, 1998 and 1997 were not material.
A change of  interest  in a  subsidiary  or  equity  investee  resulting  from a
subsidiary's or equity investee's  purchase of its stock increases the Company's
ownership  percentage of the subsidiary or equity investee.  The Company records
this type of transaction  under the purchase  method of accounting,  whereby any
excess of fair market value over the net tangible  and  identifiable  intangible
assets is recorded as goodwill.

Computer  Software  Costs.  Costs incurred in  conjunction  with the purchase or
development  of  computer  software  for  internal  use  are  accounted  for  in
accordance with American Institute of Certified Public Accountant's Statement of
Position  98-1  "Accounting  for the Costs of  Computer  Software  Developed  or
Obtained for  Internal  Use" ("SOP  98-1"),  which was adopted by the Company in
1998.  Costs incurred in the preliminary  project stage, as well as training and
maintenance  costs,  are  expensed  as  incurred.   Direct  and  indirect  costs
associated with the application  development  stage of internal use software are
capitalized  until such time that the  software is  substantially  complete  and
ready for its intended use.  Capitalized  costs are amortized on a straight line
basis over the useful life of the software.

Derivative  Financial  Instruments.  In 1997,  the Company  entered into foreign
currency contracts in order to reduce the impact of fluctuations in the value of
the Mexican peso on its investment in Grupo TFM.  These  contracts were intended
to  hedge  only a  portion  of  the  Company's  exposure  related  to the  final
installment  of the purchase price and not any other  transactions  or balances.
The  Company  follows  the  requirements  outlined  in  Statement  of  Financial
Accounting  Standards

88

No. 52 "Foreign  Currency  Translation"  ("SFAS 52"), and related  authoritative
guidance.  Accordingly,  gains and  losses  related  to hedges of the  Company's
investment  in Grupo TFM were  deferred and  recognized  as  adjustments  to the
carrying amount of the investment when the hedged transaction occurred.

Any gains and losses  qualifying as hedges of existing assets or liabilities are
included  in the  carrying  amounts  of  those  assets  or  liabilities  and are
ultimately  recognized in income as part of those carrying amounts. Any gains or
losses on  derivative  contracts  that do not  qualify as hedges are  recognized
currently as other income. Gains and losses on hedges are reflected in operating
activities in the statement of cash flows.

See Note 12 for  additional  information  with respect to  derivative  financial
instruments and purchase commitments.

Fair Value of Financial Instruments. Statement of Financial Accounting Standards
No. 107  "Disclosures  About Fair Value of  Financial  Instruments"  ("FAS 107")
requires an entity to disclose the fair value of its financial instruments.  The
Company's financial  instruments include cash and cash equivalents,  investments
in advised funds, accounts receivable and payable and long-term debt.

The carrying value of the Company's cash equivalents and accounts receivable and
payable  approximate  their fair  values  due to their  short-term  nature.  The
carrying value of the Company's  investments  designated as "available for sale"
and  "trading"  equals  their fair value,  which is based upon quoted  prices in
active markets.  The Company approximates the fair value of long-term debt based
upon  borrowing  rates  available at the reporting  date for  indebtedness  with
similar terms and average maturities.

Income Taxes.  Deferred income tax effects of transactions reported in different
periods for  financial  reporting  and income tax return  purposes  are recorded
under the  liability  method of accounting  for income taxes.  This method gives
consideration  to the future tax  consequences  of the deferred income tax items
and immediately recognizes changes in income tax laws upon enactment. The income
statement  effect is generally  derived from changes in deferred income taxes on
the balance sheet.

Treasury  Stock.  The excess of par over cost of the  Preferred  shares  held in
Treasury is  credited to capital  surplus.  Common  shares held in Treasury  are
accounted  for as if they were  retired and the excess of cost over par value of
such  shares is charged to  capital  surplus,  if  available,  then to  retained
earnings.

Stock  Plans.   Proceeds   received  from  the  exercise  of  stock  options  or
subscriptions are credited to the appropriate  capital accounts in the year they
are exercised.

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards No. 123 "Accounting for Stock-Based  Compensation"  ("SFAS
123") in October 1995.  This  statement  allows  companies to continue under the
approach set forth in Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees" ("APB 25"), for recognizing stock-based  compensation
expense in the financial statements,  but encourages companies to adopt the fair
value method of accounting for employee  stock options.  The Company has elected
to retain its accounting approach under APB 25, and has presented the applicable
pro  forma  disclosures  in Note  10 to the  consolidated  financial  statements
pursuant to the requirements of SFAS 123.

All shares held in the Employee  Stock  Ownership  Plan  ("ESOP") are treated as
outstanding  for purposes of computing  the  Company's  earnings per share.  See
additional information on the ESOP in Note 11.

89

Earnings  Per Share.  The Company  adopted  Statement  of  Financial  Accounting
Standards  No. 128  "Earnings  per Share"  ("SFAS 128") in 1997.  The  statement
specifies the computation, presentation and disclosure requirements for earnings
per share.  The statement  requires the  computation of earnings per share under
two  methods:  "basic" and  "diluted."  Basic  earnings per share is computed by
dividing income available to common  stockholders by the weighted average number
of common shares  outstanding  during the period.  Diluted earnings per share is
computed  giving  effect  to all  dilutive  potential  common  shares  that were
outstanding  during  the  period  (i.e.,  the  denominator  used  in  the  basic
calculation is increased to include the number of additional  common shares that
would have been  outstanding if the dilutive  potential shares had been issued).
SFAS 128 requires the Company to present basic and diluted per share amounts for
income (loss) from  continuing  operations and for net income (loss) on the face
of the statements of operations.

The effect of stock options to employees  represent the only difference  between
the  weighted  average  shares  used for the basic  computation  compared to the
diluted  computation.  The total incremental  shares from assumed  conversion of
stock options  included in the  computation  of diluted  earnings per share were
3,766,571  and  3,840,333  for the  years  ended  December  31,  1999 and  1998,
respectively.  Because of the net loss in 1997,  all options were  anti-dilutive
for the year  ended  December  31,  1997.  The  weighted  average  of options to
purchase 88,875 and 274,340 shares in 1999 and 1998, respectively, were excluded
from the diluted earnings per share computation because the exercise prices were
greater than the respective average market price of the common shares.

The only  adjustments  that  currently  affect the  numerator  of the  Company's
diluted  earnings  per  share  computation   include  preferred   dividends  and
potentially   dilutive   securities  at  subsidiaries   and  affiliates.   These
adjustments  totaled $4.8 and $2.3 million for the years ended December 31, 1999
and 1998,  respectively.  Adjustments  for the year ended December 31, 1997 were
not material.



Stockholders'  Equity.  Information  regarding  the  Company's  capital stock at
December 31, 1999 and 1998 follows:
                                                                   Shares                      Shares
                                                                 Authorized                    Issued
                                                                                       
  $25 Par, 4% noncumulative, Preferred stock                         840,000                     649,736
  $1 Par, Preferred stock                                          2,000,000                        None
  $1 Par, Series A, Preferred stock                                  150,000                        None
  $1 Par, Series B convertible, Preferred stock                    1,000,000                        None
  $.01 Par, Common stock                                         400,000,000                 146,738,232



In 1997,  there were  1,000,000  shares issued of $1 Par,  Series B convertible,
Preferred stock and 145,206,576  shares issued of $.01 Par, Common stock.  Other
1997 shares authorized and issued were the same as those in 1999 and 1998.

On July 29, 1997, the Company's Board of Directors authorized a 3-for-1 split in
the Company's  common stock effected in the form of a stock dividend.  All share
and per share data reflect this split.

The  Company's  stockholders  approved a  one-for-two  reverse  stock split at a
special stockholders' meeting held on July 15, 1998. The Company will not effect
this reverse stock split until a Separation is completed. See Note 1.

90



Shares outstanding are as follows at December 31, (in thousands):

                                                     1999         1998         1997
                                                     ----         ----        -----
                                                                    
      $25 Par, 4% noncumulative, Preferred stock         242        242          242
      $.01 Par, Common stock                         110,574    109,815      108,084



Retained  earnings  include  equity in  unremitted  earnings  of  unconsolidated
affiliates  of $143.4,  $97.5 and $90.4  million at December 31, 1999,  1998 and
1997, respectively.

Employee Plan Funding Trust. The Company's $1 Par Series B convertible Preferred
stock  ("Series  B  Preferred  stock"),  issued  in 1993,  had a $200 per  share
liquidation  preference and was convertible to common stock at a ratio of twelve
to one.  Effective  September 30, 1998, the Company terminated the Employee Plan
Funding Trust ("EPFT" or "Trust"),  which was established as a grantor trust for
the purpose of holding these shares of Series B Preferred  stock for the benefit
of various KCSI employee benefit plans.

In accordance  with the Agreement to terminate  the EPFT,  the Company  received
872,362 shares of Series B Preferred stock in full repayment of the indebtedness
from the  Trust  ($178.7  million  plus  accrued  interest).  In  addition,  the
remaining  127,638  shares of Series B Preferred  stock were converted into KCSI
Common stock,  resulting in the issuance to the EPFT of 1,531,656 shares of such
Common stock. This Common stock was then transferred to KCSI and the Company has
set these  shares  aside for use in  connection  with the KCSI Stock  Option and
Performance  Award Plan, as amended and restated  effective  July 15, 1998. As a
result of the  termination  of the  Trust,  the Series B  Preferred  stock is no
longer issued or outstanding and the converted Common stock has been included in
the shares issued above.

Statement of Financial  Accounting Standards No. 130. Effective January 1, 1998,
the  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  130  "Reporting   Comprehensive   Income"  ("SFAS  130"),  which
establishes  standards for reporting and disclosure of comprehensive  income and
its  components in the financial  statements.  Prior year  information  has been
included pursuant to SFAS 130. The Company's other comprehensive income consists
primarily of its proportionate  share of unrealized gains and losses relating to
investments  held by DST as "available  for sale"  securities as defined by SFAS
115. The unrealized gain related to these  investments  increased $63.8 million,
$39.5 million and $42.6 million ($38.4 million, $24.3 million and $26.1 million,
net of deferred  taxes) for the years ended  December 31,  1999,  1998 and 1997,
respectively.

New Accounting Pronouncements. The following accounting pronouncement is not yet
effective,  but may  have an  impact  on the  Company's  consolidated  financial
statements upon adoption.

Statement of Financial Accounting Standards No. 133. In June 1998, the Financial
Accounting  Standards  Board ("FASB") issued  Statement of Financial  Accounting
Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS  133").  SFAS 133  establishes  accounting  and  reporting  standards for
derivative  financial  instruments,  including  certain  derivative  instruments
embedded in other contracts, and for hedging activities. It requires recognition
of all  derivatives  as either  assets or  liabilities  measured  at fair value.
Initially, the effective date of SFAS 133 was for all fiscal quarters for fiscal
years  beginning  after June 15, 1999;  however,  in June 1999,  the FASB issued
Statement of Financial  Accounting  Standards No. 137 "Accounting for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133 - an amendment of FASB Statement No. 133",  which deferred the
effective  date of SFAS  133 for one year so that it will be  effective  for all
fiscal  quarters of all fiscal years  beginning after June 15, 2000. The Company
is reviewing  the  provisions  of SFAS 133 and

91

expects  adoption by the required date. The adoption of SFAS 133 with respect to
existing  hedge  transactions  is not expected to have a material  impact on the
Company's results of operations, financial position or cash flows.


Note 3. Acquisitions and Dispositions

DST  Transactions.  On  December  21,  1998,  DST and USCS  International,  Inc.
("USCS")  announced the completion of the merger of USCS with a wholly-owned DST
subsidiary.  The merger, accounted for as a pooling of interests by DST, expands
DST's  presence in the output  solutions  and customer  management  software and
services  industries.  Under the terms of the merger, USCS became a wholly-owned
subsidiary of DST. DST issued  approximately  13.8 million  shares of its common
stock in the transaction.

The issuance of additional DST common shares reduced KCSI's  ownership  interest
from 41% to  approximately  32%.  Additionally,  the Company recorded a one-time
non-cash charge of approximately $36.0 million pretax ($23.2 million after-tax),
reflecting   the   Company's   reduced   ownership  of  DST  and  the  Company's
proportionate  share of DST and USCS fourth quarter  merger-related  costs. KCSI
accounts for its DST investment under the equity method.

Acquisition of Nelson.  On April 20, 1998, the Company completed its acquisition
of 80% of Nelson, an investment  advisor and manager based in the United Kingdom
("UK"). Nelson has six offices throughout the UK and offers planning based asset
management  services directly to private clients.  Nelson managed  approximately
$1.3 billion of assets as of December 31, 1999. The  acquisition,  accounted for
as a purchase,  was  completed  using a combination  of cash,  KCSI common stock
(67,000 shares valued at $3.2 million) and notes payable ($4.9 million,  payable
by March 31, 2005 and bearing  interest at 7 percent).  The total purchase price
was  approximately  $33 million.  The  purchase  price was in excess of the fair
market value of the net tangible and identifiable intangible assets received and
this excess was recorded as goodwill to be amortized  over a period of 20 years.
Assuming  the  transaction  had been  completed  January 1, 1998,  inclusion  of
Nelson's results on a pro forma basis, as of and for the year ended December 31,
1998,  would not have been  material to the  Company's  consolidated  results of
operations.

Grupo TFM. In June 1996,  the Company and TMM formed Grupo TFM to participate in
the privatization of the Mexican rail industry.

On December 6, 1996,  Grupo TFM, TMM and the Company  announced that the Mexican
Government  ("Government") had awarded to Grupo TFM the right to purchase 80% of
the  common  stock  of  TFM  for  approximately  11.072  billion  Mexican  pesos
(approximately $1.4 billion based on the U.S.  dollar/Mexican peso exchange rate
on the award date). TFM holds the concession to operate Mexico's "Northeast Rail
Lines" for 50 years, with the option of a 50 year extension  (subject to certain
conditions).

The Northeast Rail Lines are a  strategically  important rail link to Mexico and
the North  American  Free  Trade  Agreement  ("NAFTA")  corridor.  The lines are
estimated to transport  approximately 40% of Mexico's rail cargo and are located
next to primary north/south truck routes. The Northeast Rail Lines directly link
Mexico City and Monterrey,  as well as Guadalajara  (through  trackage  rights),
with the  ports  of  Lazaro  Cardenas,  Veracruz,  Tampico,  and the  cities  of
Matamoros and Nuevo  Laredo.  Nuevo Laredo is a primary  transportation  gateway
between  Mexico and the  United  States.  The  Northeast  Rail Lines  connect in
Laredo,  Texas to the Union Pacific  Railroad and the Tex Mex. The Tex Mex links
with KCSR at Beaumont,  Texas through trackage rights. With the KCSR and Tex Mex
interchange at Beaumont, and through KCSR's connections with major rail carriers
at various other points,  KCSR has developed a NAFTA rail system to  participate
in the economic integration of the North American marketplace.

92

On January 31, 1997, Grupo TFM paid the first  installment of the purchase price
(approximately $565 million based on the U.S. dollar/Mexican peso exchange rate)
to the Government,  representing  approximately 40% of the purchase price. Grupo
TFM funded the initial  installment  of the TFM purchase  price through  capital
contributions from TMM and the Company.  The Company  contributed  approximately
$298 million to Grupo TFM, of which approximately $277 million was used by Grupo
TFM as part of the  initial  installment  payment.  The  Company  financed  this
contribution using borrowings under existing lines of credit.

On June 23,  1997,  Grupo TFM  completed  the purchase of 80% of TFM through the
payment of the remaining $835 million to the Government. This payment was funded
by Grupo TFM using a significant  portion of the funds obtained from: (i) senior
secured  term credit  facilities  ($325  million);  (ii) senior notes and senior
discount  debentures  ($400  million);  (iii) proceeds from the sale of 24.6% of
Grupo  TFM to the  Government  (approximately  $199  million  based  on the U.S.
dollar/Mexican peso exchange rate on June 23, 1997); and (iv) additional capital
contributions  from TMM and the Company  (approximately  $1.4  million from each
partner).  Additionally,  Grupo TFM entered into a $150 million revolving credit
facility for general  working capital  purposes.  The  Government's  interest in
Grupo  TFM is in the form of  limited  voting  right  shares,  and the  purchase
agreement  includes a call option for TMM and the Company,  which is exercisable
at the original  amount (in U.S.  dollars) paid by the Government  plus interest
based on one-year U.S. Treasury securities.

In first quarter 1997, the Company entered into two separate forward contracts -
$98  million in  February  1997 and $100  million  in March  1997 - to  purchase
Mexican pesos in order to hedge  against a portion of the Company's  exposure to
fluctuations in the value of the Mexican peso versus the U.S.  dollar.  In April
1997, the Company  realized a $3.8 million pretax gain in connection  with these
contracts.  This gain was deferred, and has been accounted for as a component of
the Company's  investment in Grupo TFM.  These  contracts were intended to hedge
only a portion of the Company's exposure related to the final installment of the
purchase price and not any other transactions or balances.

Concurrent  with the  financing  transactions,  Grupo TFM,  TMM and the  Company
entered into a Capital Contribution  Agreement  ("Contribution  Agreement") with
TFM,  which  includes a possible  capital  call of $150 million from TMM and the
Company if certain performance  benchmarks,  outlined in the agreement,  are not
met.  The Company  would be  responsible  for  approximately  $74 million of the
capital  call.  The term of the  Contribution  Agreement  is three  years.  In a
related agreement between Grupo TFM, TFM and the Government,  among others,  the
Government  agreed to contribute up to $37.5 million of equity  capital to Grupo
TFM if TMM and the Company were  required to  contribute  under the capital call
provisions of the Contribution  Agreement prior to July 16, 1998. The Government
also  committed that if it had not made any  contributions  by July 16, 1998, it
would, up to July 31, 1999, make additional  capital  contributions to Grupo TFM
(of up to an aggregate  amount of $37.5 million) on a  proportionate  basis with
TMM and the Company if capital contributions are required. During these periods,
no  additional  contributions  from the  Company  were  requested  or made  and,
therefore,  the Government was not required to contribute any additional capital
to Grupo TFM under this related agreement. The commitment from the Government to
participate in a capital call has expired.  The  provisions of the  Contribution
Agreement requiring a capital call from TMM and the Company expire in June 2000.
If a capital call occurs prior to June 2000, the provisions of the  Contribution
Agreement  automatically  extend  to  June  2002.  As of  December  31,  1999 no
additional contributions from the Company have been requested or made.

At December 31, 1999,  the Company's  investment in Grupo TFM was  approximately
$286.5 million.  The Company's  interest in Grupo TFM is approximately 37% (with
TMM and a TMM  affiliate  owning 38.4% and the  Government  owning the remaining
24.6%).  The Company  accounts for its  investment in Grupo TFM under the equity
method.

93

On January 28, 1999, the Company, along with other direct and indirect owners of
TFM, entered into a preliminary  agreement with the Government.  As part of that
agreement,  an option was granted to the Company,  TMM and Grupo Servia, S.A. de
C.V.  ("Grupo  Servia") to  purchase  all or a portion of the  Government's  20%
ownership  interest  in TFM at a discount.  The  option,  under the terms of the
preliminary agreement, has expired.  However,  management of TFM has advised the
Company that  negotiations with the Government are continuing and TFM management
expects that the Government will extend the option.

Gateway  Western  Acquisition.  In May  1997,  the STB  approved  the  Company's
acquisition of Gateway  Western,  a regional rail carrier with  operations  from
Kansas City,  Missouri to East St. Louis and  Springfield,  Illinois and haulage
rights  between  Springfield  and  Chicago,   from  the  Southern  Pacific  Rail
Corporation.  Prior to the STB  approval -- from  acquisition  in December  1996
through May 1997 -- the Company's investment in Gateway Western was treated as a
majority-owned  unconsolidated subsidiary accounted for under the equity method.
Upon approval from the STB, the assets, liabilities,  revenues and expenses were
included in the Company's consolidated  financial statements.  The consideration
paid for Gateway Western (including  various  acquisition costs and liabilities)
was approximately $12.2 million, which exceeded the fair value of the underlying
net assets by  approximately  $12.1 million.  The resulting  intangible is being
amortized over a period of 40 years.

Under a prior  agreement with The Atchison,  Topeka & Santa Fe Railway  Company,
Burlington Northern Santa Fe Corporation has the option of purchasing the assets
of Gateway Western (based on a fixed formula in the agreement)  through the year
2004.

Berger  Ownership  Interest.  On September  30, 1999,  Berger  Associates,  Inc.
("BAI")  assigned  and  transferred  its  operating  assets and  business to its
subsidiary,  Berger LLC, a limited liability company.  In addition,  BAI changed
its name to Stilwell  Management,  Inc. ("SMI").  SMI owns 100% of the preferred
limited liability company interests and approximately 86% of the regular limited
liability  company  interest in Berger.  The  remaining  14% of regular  limited
liability  company  interests  were issued to key SMI and Berger LLC  employees,
resulting in a non-cash compensation charge.

Prior to the change in corporate form discussed above, the Company owned 100% of
BAI. The Company  increased its ownership in BAI to 100% during 1997 as a result
of BAI's purchase,  for treasury, of common stock from minority shareholders and
the  acquisition  by KCSI of additional  BAI shares from a minority  shareholder
through  the  issuance  of  330,000  shares  of  KCSI  common  stock  valued  at
approximately $10.1 million. In connection with these transactions,  BAI granted
options to acquire  shares of its stock to certain  employees.  At December  31,
1998, the Company's  ownership would have been diluted to  approximately  91% if
all of the outstanding options had been exercised.  These transactions  resulted
in  approximately  $17.8 million of goodwill,  which is being  amortized over 15
years.  However,  see  discussion of impairment of a portion of this goodwill in
Note 4. All of the outstanding options were cancelled upon formation of Berger.

The Company's 1994  acquisition  of a controlling  interest in BAI was completed
under a Stock  Purchase  Agreement  ("Agreement")  covering a  five-year  period
ending in October 1999.  Pursuant to the Agreement,  the Company was required to
make  additional  purchase  price  payments  based  upon BAI  attaining  certain
incremental levels of assets under management up to $10 billion by October 1999.
The Company paid $3.0 million  under this  Agreement in 1999.  No payments  were
made during 1998. In 1997, the Company made additional payments of $3.1 million,
resulting  in  adjustments  to the  purchase  price.  The  goodwill  amounts are
amortized over 15 years.

94

Note 4.  Restructuring, Asset Impairment and Other Charges

As discussed in Note 2, in response to changes in the  competitive  and business
environment  in the rail  industry,  the  Company  revised its  methodology  for
evaluating goodwill  recoverability  effective December 31, 1997. As a result of
this revised  methodology (as well as certain changes in estimate),  the Company
determined  that  the  aggregate  carrying  value  of  the  goodwill  and  other
intangible assets associated with the 1993 MidSouth purchase exceeded their fair
value  (measured by  reference  to the net present  value of future cash flows).
Accordingly, the Company recorded an impairment loss of $91.3 million in 1997.

In connection with the review of its intangible  assets,  the Company determined
that the carrying value of the goodwill associated with Berger exceeded its fair
value (measured by reference to various  valuation  techniques  commonly used in
the investment  management  industry) as a result of below-peer  performance and
growth of the core Berger funds. Accordingly, the Company recorded an impairment
loss of $12.7 million.

During  the fourth  quarter  of 1997,  Transportation  management  committed  to
dispose, as soon as practicable,  certain under-performing branch lines acquired
in  connection  with the  1993  MidSouth  purchase,  as well as  certain  of the
Company's non-operating real estate.  Accordingly,  in accordance with SFAS 121,
the Company  recognized  losses  aggregating $38.5 million which represented the
excess  of  carrying  value  over  fair  value  less  cost to sell.  Results  of
operations  related to these assets  included in the  accompanying  consolidated
financial  statements cannot be separately  identified.  During 1998, one of the
branch lines was sold for a pretax gain of approximately $2.9 million.  In first
quarter  2000,  the other  branch  line was sold for a minimal  pretax  gain.  A
potential  buyer has been  identified  for the  non-operating  real  estate  and
management is currently negotiating this transaction.

In   accordance   with  SFAS  121,  the  Company   periodically   evaluates  the
recoverability of its operating properties.  As a result of continuing operating
losses  and a  further  decline  in the  customer  base  of  the  Transportation
segment's  bulk coke handling  facility  (Global  Terminaling  Services,  Inc. -
formerly Pabtex, Inc.) the Company determined that the long-lived assets related
thereto may not be fully  recoverable.  Accordingly,  the Company  recognized an
impairment  loss of $9.2  million in 1997  representing  the excess of  carrying
value over fair value.

Additionally,  in 1997 the Company recorded  expenses  aggregating $44.7 million
related to  restructuring  and other costs.  This amount included  approximately
$27.1 related to the  termination of a union  productivity  fund (which required
KCSR to pay certain  employees  when reduced crew levels were used) and employee
separations,  as well as $17.6  million of other costs  related to reserves  for
leases,  contracts,  impaired investments and other reorganization costs. During
1998,  approximately  $31.1 million of cash payments were made and approximately
$2.5 million of the  reserves  were  reduced  based  primarily on changes in the
estimate of claims made relating to the union  productivity  fund.  During 1999,
approximately  $4.3 million of cash  payments were made reducing the accrual for
these reserves to approximately $2.2 million at December 31, 1999.


Note 5. Supplemental Cash Flow Disclosures



Supplemental Disclosures of Cash Flow Information.

                                       1999           1998            1997
                                   ----------      ----------     ----------
                                                          
Cash payments (in millions):
     Interest                        $  47.0        $  74.2        $  64.5
     Income taxes                      143.3           83.2           65.3


95

Supplemental  Schedule of  Non-cash  Investing  and  Financing  Activities.  The
Company did not  initiate an  offering of KCSI Common  stock under the  Employee
Stock  Purchase Plan  ("ESPP")  during 1999.  During 1998 and 1997,  the Company
issued  227,178 and 245,550  shares of KCSI Common  stock,  respectively,  under
various  offerings of the ESPP. These shares,  totaling a purchase price of $3.0
and $3.1 million in 1998 and 1997,  respectively,  were  subscribed and paid for
through employee payroll deductions in years preceding the issuance of stock.

In connection with the Eleventh  Offering of the ESPP  (initiated in 1998),  the
Company  received in 1999  approximately  $6.3  million  from  employee  payroll
deductions  for the  purchase  of KCSI  Common  stock.  This stock was issued to
employees in January 2000.

During  1999,  1998 and  1997,  the  Company's  Board of  Directors  declared  a
quarterly  dividend  totaling   approximately  $4.6,  $4.4,  and  $4.5  million,
respectively, payable in January of the following year. The dividend declaration
reduced  retained  earnings  and  established  a  liability  at the  end of each
respective year. No cash outlay occurred until the subsequent year.


Note 6. Investments



Investments  held  for  operating   purposes,   which  include   investments  in
unconsolidated affiliates, are as follows (in millions):
                                             Percentage
                                             Ownership
Company Name                             December 31, 1999                     Carrying Value
- ---------------------------------        -----------------         ---------------------------------------
                                                                                   
                                                                      1999          1998           1997
                                                                   -----------   -----------   -----------
DST (a)                                            32%             $     470.2   $     376.0   $     345.3
Grupo TFM                                          37%                   286.5         285.1         288.2
Southern Capital                                   50%                    28.1          24.6          27.6
Mexrail                                            49%                    13.7          13.0          14.9
Other                                                                     12.7          11.2          10.5
Market valuation allowances                                                  -          (2.8)         (3.0)
                                                                   -----------   -----------   -----------
     Total (b)                                                     $     811.2   $     707.1   $     683.5
                                                                   ===========   ===========   ===========


(a)  On December 21, 1998,  DST and USCS  announced the completion of the merger
     of USCS with a wholly-owned DST subsidiary.  Under the terms of the merger,
     accounted for as a pooling of interests by DST, USCS became a  wholly-owned
     subsidiary  of DST. DST issued  approximately  13.8  million  shares of its
     common  stock  in the  transaction,  resulting  in a  reduction  of  KCSI's
     ownership interest from 41% to approximately 32%. (See Note 3). Fair market
     value at December  31, 1999 (using  DST's New York Stock  Exchange  closing
     market price) was approximately $1,547.7 million.

(b)  Fair market value is not readily  determinable  for investments  other than
     noted above,  and in the opinion of management,  market value  approximates
     carrying value

Additionally,  DST  holds  investments  in the  common  stock  of  State  Street
Corporation and Computer Sciences Corporation, among others, which are accounted
for as  "available  for sale"  securities  as defined by SFAS 115.  The  Company
records its proportionate share of any unrealized DST gains or losses related to
these  investments,  net of deferred taxes, in accumulated  other  comprehensive
income.

Transactions  With and Between  Unconsolidated  Affiliates.  The Company and its
subsidiary,  KCSR, paid certain  expenses on behalf of Grupo TFM during 1997. In
addition,  the Company has a  management  services  agreement  with Grupo TFM to
provide certain consulting and management  services.  At December 31, 1999, $3.0
million is  reflected as an account  receivable  in the  Company's  consolidated
balance sheet.

96

In  connection  with the October 1996  formation of the Southern  Capital  joint
venture,   KCSR  entered  into  operating   leases  with  Southern  Capital  for
locomotives  and  rolling  stock at rental  rates  management  believes  reflect
market.  KCSR paid Southern  Capital $27.0,  $25.1 and $23.5 million under these
operating leases in 1999, 1998 and 1997,  respectively.  Additionally,  prior to
the sale of the loan  portfolio by Southern  Capital,  Southern  Group,  Inc. (a
former  subsidiary  of KCSR - merged into KCSR in 1999)  entered into a contract
with  Southern  Capital to manage the loan  portfolio  assets  held by  Southern
Capital, as well as to perform general  administrative and accounting  functions
for the joint  venture.  Payments under this contract were not material in 1999.
Payments  under this contract were  approximately  $1.7 million in both 1998 and
1997.

Together,  Janus and Berger incurred  approximately  $7.3, $5.5 and $5.3 million
during 1999, 1998 and 1997,  respectively,  in expenses  associated with various
services provided by DST and its subsidiaries and affiliates.

Janus  recorded  $8.9 and $7.1 million in revenues for the years ended  December
31, 1998 and 1997,  respectively,  representing management fees earned from IDEX
Management,  Inc.  ("IDEX").  IDEX was a 50% owned  investment of Janus prior to
disposition  during second quarter 1998. Janus recognized an $8.8 million pretax
gain in connection with this disposition.

In first quarter 1999, the Company  repurchased KCSI common stock owned by DST's
Employee Stock  Ownership  Plan. In total,  460,000 shares were  repurchased for
approximately $21.8 million.

Financial  Information.  Combined  financial  information of all  unconsolidated
affiliates  that the Company and its  subsidiaries  account for under the equity
method follows.  Note that information  relating to DST (i.e., the equity in net
assets of unconsolidated affiliates,  financial condition and operating results)
has been restated to combine the historical  results of DST and USCS as a result
of their merger on December 21, 1998. All amounts are in millions.



                                                                        DECEMBER 31, 1999
                                                                      Grupo
                                                      DST            TFM (i)         Other          Total
                                                   -----------    -----------     -----------    ----------
                                                                                     
   Investment in unconsolidated affiliates         $     470.2    $     286.5     $     45.0     $     801.7

   Equity in net assets of
     unconsolidated affiliates                           470.2          283.9           41.4           795.5

   Dividends and distributions received
     from unconsolidated affiliates                        -              -              0.3             0.3

Financial Condition:
   Current assets                                  $     464.5    $     134.4     $     35.8     $     634.7
   Non-current assets                                  1,861.8        1,905.7          319.1         4,086.6
                                                   -----------    -----------     ----------     -----------
       Assets                                      $   2,326.3    $   2,040.1     $    354.9     $   4,721.3
                                                   ===========    ===========     ==========     ===========

   Current liabilities                             $     285.8    $     255.9     $     42.1     $     583.8
   Non-current liabilities                               576.9          672.9          230.0         1,479.8
   Minority interest                                       -            343.9            -             343.9
   Equity of stockholders and partners                 1,463.6          767.4           82.8         2,313.8
                                                   -----------    -----------     ----------     -----------
       Liabilities and equity                      $   2,326.3    $   2,040.1     $    354.9     $   4,721.3
                                                   ===========    ===========     ==========     ===========

Operating results:
   Revenues                                        $   1,203.3    $     524.5     $     87.8     $   1,815.6
                                                   -----------    -----------     ----------     -----------
   Costs and expenses                              $   1,003.6    $     401.7     $     77.7     $   1,483.0
                                                   -----------    -----------     ----------     -----------
   Net income                                      $     138.1    $       4.1     $     13.3     $     155.5
                                                   -----------    -----------     ----------     -----------


97



                                                                      DECEMBER 31, 1998
                                                                       Grupo
                                                        DST          TFM (i)         Other          Total
                                                   -----------    -----------     -----------    -----------
                                                                                     
   Investment in unconsolidated affiliates         $     376.0    $     285.1     $     38.6     $     699.7

   Equity in net assets of
     unconsolidated affiliates                           376.0          282.4           34.6           693.0

   Dividends and distributions received
     from unconsolidated affiliates                        -              -              6.1             6.1

Financial Condition:
   Current assets                                  $     375.8    $     109.9     $     33.1     $     518.8
   Non-current assets                                  1,521.2        1,974.7          277.0         3,772.9
                                                   -----------    -----------     ----------     -----------
       Assets                                      $   1,897.0    $   2,084.6     $    310.1     $   4,291.7
                                                   ===========    ===========     ==========     ===========


   Current liabilities                             $     268.6    $     233.9     $     48.6     $     551.1
   Non-current liabilities                               461.4          745.0          191.7         1,398.1
   Minority interest                                       0.8          342.4            -             343.2
   Equity of stockholders and partners                 1,166.2          763.3           69.8         1,999.3
                                                   -----------    -----------     ----------     -----------
       Liabilities and equity                      $   1,897.0    $   2,084.6     $    310.1     $   4,291.7
                                                   ===========    ===========     ==========     ===========

Operating results:
   Revenues                                        $   1,096.1    $     431.3     $     87.7     $   1,615.1
                                                   -----------    -----------     ----------     -----------
   Costs and expenses                              $     976.6    $     368.8     $     85.4     $   1,430.8
                                                   -----------    -----------     ----------     -----------
   Net income (loss)                               $      71.6    $      (7.3)    $      2.4     $      66.7
                                                   -----------    -----------     ----------     -----------





                                                                      DECEMBER 31, 1997
                                                                      Grupo
                                                        DST          TFM (i)         Other          Total
                                                   -----------    -----------     -----------    -----------
                                                                                     
   Investment in unconsolidated affiliates         $     345.3    $     288.2     $     44.6     $     678.1

   Equity in net assets of
     unconsolidated affiliates                           300.1          285.1           39.6           624.8

   Dividends and distributions received
     from unconsolidated affiliates                        -              -              0.2             0.2

Financial Condition:
   Current assets                                  $     345.3    $     114.7     $     29.9     $     489.9
   Non-current assets                                  1,203.2        1,990.4          255.1         3,448.7
                                                   -----------    -----------     ----------     -----------
       Assets                                      $   1,548.5    $   2,105.1     $    285.0     $   3,938.6
                                                   ===========    ===========     ==========     ===========


   Current liabilities                             $     212.0    $     158.5     $     13.2     $     383.7
   Non-current liabilities                               404.2          830.6          191.7         1,426.5
   Minority interest                                       1.4          345.4            -             346.8
   Equity of stockholders and partners                   930.9          770.6           80.1         1,781.6
                                                   -----------    -----------     ----------     -----------
       Liabilities and equity                      $   1,548.5    $   2,105.1     $    285.0     $   3,938.6
                                                   ===========    ===========     ==========     ===========

Operating results:
   Revenues                                        $     950.0    $     206.4     $     83.2     $   1,239.6
                                                   -----------    -----------     ----------     -----------
   Costs and expenses                              $     823.1    $     190.5     $     61.4     $   1,075.0
                                                   -----------    -----------     ----------     -----------
   Net income (loss)                               $      79.4    $     (36.5)    $      5.9     $      48.8
                                                   -----------    -----------     ----------     -----------



(i)   Grupo TFM is presented on a U.S. GAAP basis.

98

Generally,   the  difference  between  the  carrying  amount  of  the  Company's
investment in unconsolidated  affiliates and the underlying equity in net assets
is attributable to certain equity  investments  whose carrying amounts have been
reduced to zero, and report a net deficit.  For 1997, the difference between the
Company's  investment  in  DST  and  the  underlying  equity  in net  assets  is
attributable  to the effects of restating  DST's  financial  statements  for the
merger of a DST wholly-owned  subsidiary with USCS. In addition, with respect to
the  Company's  investment  in  Grupo  TFM,  the  effects  of  foreign  currency
transactions  and  capitalized  interest  prior to June 23, 1997,  which are not
recorded on the investee's books, also result in these differences.

The deferred income tax calculations for Grupo TFM are significantly impacted by
fluctuations  in the relative  value of the Mexican peso versus the U.S.  dollar
and the rate of Mexican  inflation,  and can result in significant  variances in
the amount of equity earnings (losses) reported by the Company.

Other.  Interest income on cash and equivalents and investments in advised funds
was $15.6, $8.1 and $7.9 million in 1999, 1998 and 1997, respectively.


Note 7. Other Balance Sheet Captions



Investments in Advised Funds. Information with respect to investments in advised
funds is summarized as follows (in millions):

                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
Available for sale:
      Cost basis                                    $      22.2         $      23.9         $     19.6
      Gross unrealized gains                                2.0                 5.4                2.0
      Gross unrealized losses                              (0.3)                  -                  -
                                                    -----------         -----------         -----------
          Sub-total                                        23.9                29.3               21.6
                                                    -----------         -----------         ----------
Trading:
      Cost basis                                              -                 3.2                2.1
      Gross unrealized gains                                  -                   -                0.7
      Gross unrealized losses                                 -                (0.3)                 -
                                                    -----------         -----------         -----------
          Sub-total                                           -                 2.9                2.8
                                                    -----------         -----------         ----------
      Total                                         $      23.9         $      32.2         $     24.4
                                                    ===========         ===========         ==========



Gross  realized gains totaled $5.3 million for the year ended December 31, 1999.
Gross realized gains were not material to the Company's  consolidated results of
operations for 1998 and 1997.





Accounts  Receivable.  Accounts receivable include the following  allowances (in
millions):

                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
Accounts receivable                                 $     294.4         $     214.2         $    181.9
Allowance for doubtful accounts                            (6.5)               (5.8)              (4.9)
                                                    ------------        -----------         ----------

Accounts receivable, net                            $     287.9         $     208.4         $    177.0
                                                    ===========         ===========         ==========

Doubtful accounts expense                           $       1.7         $       0.9         $      1.6
                                                    -----------         -----------         ----------




99



Janus and Berger earn fees from the various registered  investment companies for
which each  company  act as  investment  advisor.  Accounts  receivable  include
amounts due from these  investment  companies.  The table below  summarizes this
related party activity as of and for the years ended December 31 (in millions):

                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
Investment management and
  shareowner servicing fees                         $   1,024.7         $     558.4         $    403.0
Accounts receivable from
  registered investment companies                         129.3                59.1               41.6





Other Current Assets.  Other current assets include the following items (in millions):

                                                        1999                1998                 1997
                                                    -----------         -----------         ----------
                                                                                   
Deferred income taxes                               $       8.4         $      14.8         $     10.1
Other                                                      36.7                23.0               13.8
                                                    -----------         -----------         ----------

      Total                                         $      45.1         $      37.8         $     23.9
                                                    ===========         ===========         ==========





Properties.  Properties and related accumulated depreciation and amortization are summarized below (in
millions):
                                                        1999               1998                1997
                                                    ------------        -----------         ----------
                                                                                   
Properties, at cost
   Transportation
     Road properties                                $   1,454.7         $   1,381.4         $  1,306.4
     Equipment, including $6.7, $6.7 and
      $15.4 financed under capital leases                 346.2               327.7              294.6
     Other                                                 54.5                55.1              106.2
   Financial Services, including $0, $0
     and $1.4 equipment financed under
     capital leases                                       115.7                69.6               38.6
                                                    -----------         -----------         ----------

     Total                                              1,971.1             1,833.8            1,745.8
                                                    -----------         ------------        ----------

Accumulated depreciation and amortization
   Transportation
     Road properties                                      422.8               384.9              346.2
     Equipment, including $3.7, $3.5
       and $10.8 for capital leases                       134.1               127.6              116.8
     Other                                                 21.1                22.4               26.4
   Financial Services
     including $0, $0 and $1.4
     for equipment capital leases                          45.3                32.2               29.2
                                                    -----------         -----------         ----------

          Total                                           623.3               567.1              518.6
                                                    -----------         -----------         ----------

       Net Properties                               $   1,347.8         $   1,266.7         $  1,227.2
                                                    ===========         ===========         ==========


As discussed in Note 4,  effective  December  31, 1997,  the Company  recorded a
charge representing long-lived assets held for disposal and impairment of assets
in accordance with SFAS 121.

100



Intangibles and Other Assets.  Intangibles and other assets include the following items (in millions):
                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
Identifiable intangibles                            $      59.0         $      59.0         $     59.0
Goodwill                                                  134.1               116.2               82.2
Accumulated amortization                                  (34.5)              (24.2)             (18.1)
                                                    -----------         -----------         ----------
  Net                                                     158.6               151.0              123.1
Other assets                                               37.8                25.4               27.3
                                                    -----------         -----------         ----------

      Total                                         $     196.4         $     176.4         $    150.4
                                                    ===========         ===========         ==========



Identifiable  intangible  assets  include,  among  others,  investment  advisory
relationships   and  shareowner   lists,   as  well  as  existing   distribution
arrangements.  Included in goodwill is  approximately  $13.4 million relating to
the DST investment. This goodwill resulted from DST stock repurchases. See Notes
2 and 5.

As discussed in Note 2,  effective  December 31, 1997,  the Company  changed its
method of  evaluating  the  recoverability  of  goodwill.  Also,  see Note 4 for
discussion of goodwill impairment recorded during fourth quarter 1997.



Accrued  Liabilities.  Accrued  liabilities  include  the  following  items  (in
millions):

                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
Prepaid freight charges due
      other railroads                               $      25.1         $      30.4         $     38.6
Current interest payable
      on indebtedness                                      12.5                13.2               17.2
Contract allowances                                        12.6                12.7               20.2
Productivity Fund liability                                 -                   -                 24.2
Other                                                     156.5               103.4              117.6
                                                    -----------         -----------         ----------

      Total                                         $     206.7         $     159.7         $    217.8
                                                    ===========         ===========         ==========


See Note 4 for discussion of reserves  established in 1997 for restructuring and
other charges.


Note 8. Long-Term Debt



Indebtedness Outstanding.  Long-term debt and pertinent provisions follow (in millions):

                                                        1999               1998                1997
                                                    -----------         -----------         ----------
                                                                                   
KCSI
Competitive Advance & Revolving Credit
   Facilities, through May 2002                     $     250.0         $     315.0         $    282.0
   Rates: Below Prime
Notes and Debentures, due July
   2002 to December 2025                                  400.0               400.0              500.0
   Unamortized discount                                    (2.1)               (2.4)              (2.7)
   Rates: 6.625% to 8.80%

101

KCSR
Equipment trust indebtedness, due
   serially to June 2009                                   68.6                78.8               88.9
   Rates: 7.15% to 9.68%

Other
Working capital lines                                      28.0                28.0               31.0
   Rates:  Below Prime
Subordinated and senior notes, secured term
   loans and industrial revenue bonds, due
   May 2004 to February 2018                               16.4                16.9               17.4
   Rates: 3.0% to 7.89%
Total                                                     760.9               836.3              916.6
Less: debt due within one year                             10.9                10.7              110.7
                                                    -----------         -----------         ----------
Long-term debt                                      $     750.0         $     825.6         $    805.9
                                                    ===========         ===========         ==========



Re-capitalization  of the  Company's  Debt  Structure.  In  preparation  for the
Separation,  the  Company  re-capitalized  its debt  structure  in January  2000
through the tender of its  outstanding  Notes and  Debentures (as defined below)
and the repayment of other credit facilities.  Funding for the repurchase of the
Notes  and  Debentures  and for  the  repayment  of  borrowings  under  existing
revolving credit facilities was obtained through two new credit facilities.  See
Note 16.



KCSI Credit Agreements.  The Company's lines of credit at December 31, 1999 follow (in millions):

                                                    Facility
Lines of Credit                                       Fee                Total         Unused
- --------------------------------------------------------------        ---------     -----------
                                                                           
     KCSI                                       .07 to .25%           $   540.0     $    290.0
     KCSR                                            .1875%                20.0           20.0
     Gateway Western                                 .1875%                40.0           12.0

                        Total                                         $   600.0     $    322.0
                                                                      =========     ==========


At December 31, 1999,  the Company had financing  available  through its various
lines of credit with a maximum  borrowing amount of $600 million (which includes
$55 million of  uncommitted  facilities).  The Company  had  borrowings  of $278
million  under its various  lines of credit at December 31,  1999,  leaving $322
million available for use, subject to any limitations  within existing financial
covenants.  Among other provisions, the agreements limit subsidiary indebtedness
and sale of assets, and require certain coverage ratios to be maintained.  As of
December 31, 1999,  the Company was in  compliance  with all  covenants of these
agreements. The Company's credit agreements are described further below.

On May 5, 1995, the Company established a credit agreement in the amount of $400
million,  comprised  of a $300  million  five-year  facility  and a $100 million
364-day facility.  The $300 million facility was renewed in May 1997,  extending
through May 2002,  while the $100 million  facility has  generally  been renewed
annually.  In second quarter 1999, the $100 million  facility was renewed with a
total  available  amount  of $75  million.  Proceeds  of these  facilities  have
generally been used for general  corporate  purposes.  The agreements  contain a
facility fee ranging from .07-.25% per annum and interest rates below prime.

In May 1998, the Company  established an additional  $100 million 364-day credit
agreement  assumable by the Financial  Services  segment upon  separation of the
Company's  two  segments.  This  facility  was renewed in second  quarter  1999.
Proceeds  have  been  used to  repay  Company  debt  and for  general  corporate
purposes.  This  agreement  contains a facility fee of .15% and  interest  rates
below prime.

102

At  December  31,  1999,  the  Company  also had  various  other lines of credit
totaling $125 million.  These additional lines,  which are available for general
corporate  purposes,  have interest rates below prime and terms of less than one
year.

As discussed in Note 3, in January 1997,  the Company made an  approximate  $298
million capital  contribution to Grupo TFM, of which  approximately $277 million
was used by Grupo TFM for the  purchase of TFM.  This  payment was funded  using
borrowings under the Company's lines of credit.

Public Debt  Transactions.  As discussed  above,  in January  2000,  the Company
re-capitalized  its debt structure  through the tender of its outstanding  Notes
and Debentures.  Following  completion of this transaction,  approximately  $1.6
million of the Company's public debt remains outstanding.

During 1998,  $100 million of 5.75% Notes,  which matured on July 1, 1998,  were
repaid using borrowings under existing lines of credit.

Public  indebtedness of the Company at December 31, 1999 includes:  $100 million
of 7.875% Notes due 2002; $100 million of 6.625% Notes due in 2005; $100 million
of 8.8%  Debentures  due 2022;  and $100 million of 7% Debentures  due 2025. The
various Notes are not redeemable prior to their respective maturities.  The 8.8%
Debentures  are  redeemable  on or after July 1, 2002 at a premium  of  104.04%,
which declines to par on or after July 1, 2012. The 7% Debentures are redeemable
at the option of the Company,  at any time, in whole or in part, at a redemption
price  equal  to the  greater  of (a)  100%  of the  principal  amount  of  such
Debentures  or (b) the sum of the  present  values  of the  remaining  scheduled
payments of principal and interest thereon  discounted to the date of redemption
on a  semiannual  basis at the  Treasury  Rate  (as  defined  in the  Debentures
agreement) plus 20 basis points,  and in each case accrued  interest  thereon to
the date of redemption.

These various debt transactions were issued at a total discount of $4.1 million.
This  discount is being  amortized  over the  respective  debt  maturities  on a
straight-line basis, which is not materially different from the interest method.
Deferred debt issue costs incurred in connection with these various transactions
(totaling   approximately   $4.8   million)  are  also  being   amortized  on  a
straight-line basis over the respective debt maturities.

KCSR  Indebtedness.  KCSR has purchased  rolling stock under  conditional  sales
agreements,  equipment trust certificates and capitalized lease obligations. The
equipment has been pledged as collateral for the related indebtedness.

Credit  Facility for Janus.  The Company has provided a credit facility to Janus
for use by Janus for general corporate purposes, effectively reducing the amount
of credit facilities available for the Company's other purposes.

Other Agreements,  Guarantees, Provisions and Restrictions. The Company has debt
agreements  containing  restrictions  on subsidiary  indebtedness,  advances and
transfers of assets, and sale and leaseback  transactions,  as well as requiring
compliance with various financial  covenants.  At December 31, 1999, the Company
was in compliance  with the provisions  and  restrictions  of these  agreements.
Because of  certain  financial  covenants  contained  in the credit  agreements,
however,  maximum  utilization of the Company's available lines of credit may be
restricted.  See Note 16 for a discussion of certain  covenants and restrictions
relating  to the two new  credit  facilities,  including  a  restriction  on the
payment of cash dividends to common stockholders.

103

Leases  and  Debt   Maturities.   The   Company  and  its   subsidiaries   lease
transportation equipment, as well as office and other operating facilities under
various capital and operating  leases.  Rental  expenses under operating  leases
were $70, $70 and $64 million for the years 1999, 1998 and 1997, respectively.

Concurrent  with the  formation of the Southern  Capital  joint venture in 1996,
KCSR entered into operating leases with Southern Capital for the majority of the
rail equipment  acquired by or contributed  to Southern  Capital.  In connection
with this  transaction,  the Company  received  cash that  exceeded the net book
value of assets contributed to the joint venture by approximately $44.1 million.
Accordingly, this excess fair value over book value is being recognized over the
terms of the leases (approximately $5.6, $4.4 and $4.9 million in 1999, 1998 and
1997, respectively).



Minimum annual payments and present value thereof under existing capital leases,
other  debt   maturities,   and  minimum   annual   rental   commitments   under
noncancellable operating leases are as follows (in millions):

                       Capital Leases                                                    Operating Leases
                Minimum                       Net
                 Lease         Less         Present      Other         Total
               Payments      Interest        Value       Debt          Debt     Affiliates    Third Party    Total
               --------      --------        -----       ----          ----     ----------    -----------    -----
                                                                                   
2000             $   0.7     $     0.3    $     0.4    $    10.5     $   10.9     $   34.3     $   39.4    $  73.7
2001                 0.8           0.3          0.5         12.3         12.8         34.3         30.3       64.6
2002                 0.7           0.2          0.5        112.3        112.8         34.3         25.9       60.2
2003                 0.8           0.2          0.6         15.8         16.4         34.3         20.2       54.5
2004                 0.6           0.1          0.5         12.3         12.8         31.3         10.0       41.3
Later years          1.7           0.3          1.4        593.8        595.2        215.0         37.5      252.5
                --------     ---------    ---------    ---------     --------     --------     --------    -------

Total           $    5.3     $     1.4    $     3.9    $   757.0     $  760.9     $  383.5     $  163.3    $ 546.8
                ========     =========    =========    =========     ========     ========     ========    =======




Fair Value of Long-Term Debt. Based upon the borrowing rates currently available
to the Company and its  subsidiaries  for  indebtedness  with similar  terms and
average  maturities,  the fair value of long-term debt was  approximately  $766,
$867 and $947 million at December 31, 1999, 1998 and 1997, respectively.


Note 9. Income Taxes

Under the liability method of accounting for income taxes specified by Statement
of Financial  Accounting  Standards No. 109  "Accounting  for Income Taxes," the
provision  for income tax expense is the sum of income taxes  currently  payable
and deferred income taxes. Currently payable income taxes represents the amounts
expected to be reported on the  Company's  income tax return,  and  deferred tax
expense or benefit represents the change in deferred taxes.  Deferred tax assets
and  liabilities  are determined  based on the difference  between the financial
statement and tax basis of assets and liabilities as measured by the enacted tax
rates that will be in effect when these differences reverse.



The following  summarizes  pretax income (loss) for the years ended December 31,
(in millions):

                                                         1999               1998                1997
                                                     -----------         -----------         ----------
                                                                                    
Domestic                                             $     605.8         $     357.5         $     91.8
International                                               (2.1)               (3.1)             (12.6)
                                                     -----------         -----------         ----------
          Total                                      $     603.7         $     354.4         $     79.2
                                                     ===========         ===========         ==========


104



Tax Expense.  Income tax expense (benefit) attributable to continuing operations consists of the following
components (in millions):
                                                         1999               1998                1997
                                                     -----------         -----------         ----------
                                                                                    
Current
     Federal                                         $     179.2         $      91.6         $     73.4
     State and local                                        22.3                16.0               11.6
                                                     -----------         -----------         ----------
          Total current                                    201.5               107.6               85.0
                                                     -----------         -----------         ----------
Deferred
     Federal                                                18.7                20.8              (14.1)
     State and local                                         2.9                 2.4               (2.5)
                                                     -----------         -----------         -----------
          Total deferred                                    21.6                23.2              (16.6)
                                                     -----------         -----------         ----------

Total income tax provision                           $     223.1         $     130.8         $     68.4
                                                     ===========         ===========         ==========




The federal and state deferred tax liabilities (assets) recorded on the Consolidated Balance Sheets at
December 31 follow (in millions):
                                                         1999               1998                1997
                                                     -----------         -----------         ----------
                                                                                    
Liabilities:
     Depreciation                                    $     350.3         $     345.2         $    306.6
     Equity, unconsolidated affiliates                     151.6               119.5              106.8
     Other, net                                              5.7                 0.4                0.4
                                                     -----------         -----------         ----------
       Gross deferred tax liabilities                      507.6               465.1              413.8
                                                     -----------         -----------         ----------

Assets:
     NOL and AMT credit carryovers                          (2.4)              (11.2)             (11.2)
     Book reserves not currently deductible
       for tax                                             (42.1)              (38.0)             (57.8)
     Deferred compensation and other
       employee benefits                                   (16.6)              (14.5)             (13.3)
     Deferred revenue                                       (0.6)               (2.2)              (2.9)
     Vacation accrual                                       (4.9)               (4.3)              (3.3)
     Other, net                                             (0.2)               (6.1)              (3.2)
                                                     -----------         -----------         ----------
       Gross deferred tax assets                           (66.8)              (76.3)             (91.7)
                                                     -----------         -----------         ----------
Net deferred tax liability                           $     440.8         $     388.8         $    322.1
                                                     ===========         ===========         ==========



Based upon the Company's  history of operating  income and its  expectations for
the future, management has determined that operating income of the Company will,
more likely than not, be  sufficient to recognize  fully the gross  deferred tax
assets set forth above.



Tax  Rates.  Differences  between  the  Company's  effective  income  tax  rates
applicable to continuing  operations  and the U.S.  federal income tax statutory
rates of 35% are as follows (in millions):

                                                         1999               1998                1997
                                                     -----------         -----------         ----------
                                                                                    
Income tax expense using the
  statutory rate in effect                           $     211.3         $     124.0         $     27.7
Tax effect of:
     Earnings of equity investees                          (12.6)               (6.3)              (7.0)
     Goodwill Impairment (see Note 4)                                                              35.0
     Other, net                                             (0.8)               (5.3)               3.6
                                                     -----------         -----------         ----------
Federal income tax expense                                 197.9               112.4               59.3
State and local income tax expense                          25.2                18.4                9.1
                                                     -----------         -----------         ----------

Total                                                $     223.1         $     130.8         $     68.4
                                                     ===========         ===========         ==========

Effective tax rate                                          37.0%               36.9%              86.4%
                                                     ===========         ===========         ==========


105

Tax  Carryovers.  At  December  31,  1998,  the  Company  had  $4.0  million  of
alternative  minimum tax credit  carryover  generated  by  MidSouth  and Gateway
Western prior to acquisition by the Company. This credit was utilized completely
for the year ended December 31, 1999 resulting in no carryover to future years.

The amount of federal NOL  carryover  generated by MidSouth and Gateway  Western
prior to acquisition was $67.8 million. The Company utilized approximately $4.5,
$25.0,  and $0.7  million of these NOL's in 1999,  1998 and 1997,  respectively.
$31.9  million of the NOL  carryover  was  utilized  in pre-1997  years  leaving
approximately  $5.7  million of carryover  available at December 31, 1999,  with
expiration  dates beginning in the year 2008. The remaining NOL is attributed to
the Gateway  Western.  The use of  preacquisition  net operating  losses and tax
credit  carryovers  is subject to  limitations  imposed by the Internal  Revenue
Code.  The  Company  does not  anticipate  that these  limitations  will  affect
utilization of the carryovers prior to their expiration.

Unremitted Earnings of U.S.  Unconsolidated  Affiliates.  In connection with the
initial  public  offering  of DST in fourth  quarter  1995,  the  Company  began
providing  deferred  income taxes for  unremitted  earnings of  qualifying  U.S.
unconsolidated  affiliates net of the 80% dividends  received deduction provided
under  current  tax law. As of  December  31,  1999,  the  cumulative  amount of
unremitted  earnings  qualifying for this deduction  aggregated  $165.8 million.
These  amounts  would  become  taxable  to the  Company  if  distributed  by the
affiliates  as  dividends,  in which case the  Company  would be entitled to the
dividends  received  deduction for 80% of the  dividends;  alternatively,  these
earnings  could be realized by the sale of the  affiliates'  stock,  which would
give rise to income tax at the  federal  capital  gains rate and state  ordinary
income tax rates, to the extent the stock sales proceeds  exceeded the Company's
income tax basis.  Deferred income taxes provided on unremitted earnings of U.S.
unconsolidated affiliates aggregated $13.3, $9.7 and $8.6 million as of December
31, 1999, 1998 and 1997, respectively.

Tax  Examinations.  The  IRS  is  currently  in the  process  of  examining  the
consolidated  federal  income tax returns for the years 1993 through  1996.  For
years prior to 1990, the statute of limitations has closed.  In addition,  other
taxing authorities are currently  examining the years 1990 through 1998 and have
proposed  additional  tax  assessments  for which the  Company  believes  it has
recorded adequate reserves.

Since most of these asserted tax deficiencies  represent temporary  differences,
subsequent  payments of taxes will not require  additional charges to income tax
expense. In addition,  accruals have been made for interest (net of tax benefit)
for  estimated  settlement  of the proposed tax  assessments.  Thus,  management
believes that final settlement of these matters will not have a material adverse
effect  on  the  Company's  consolidated  results  of  operations  or  financial
condition.


Note 10. Stockholders' Equity

Pro Forma Fair Value Information for Stock-Based Compensation Plans. At December
31, 1999,  the Company had several  stock-based  compensation  plans,  which are
described   separately   below.   The   Company   applies  APB  25  and  related
interpretations  in accounting for its plans, and  accordingly,  no compensation
cost has been  recognized for the Company's fixed stock option plans or the ESPP
programs. Had compensation cost for the Company's stock-based compensation plans
been determined in accordance with the fair value accounting  method  prescribed
by SFAS 123 for options issued after December 31, 1994, the Company's net income
(loss) and  earnings  (loss) per share would have been  reduced to the pro forma
amounts indicated below:


106



                                                   1999                1998                 1997
                                                ---------            --------            ---------
                                                                                
     Net income (loss) (in millions):
          As reported                           $   323.3            $  190.2            $  (14.1)
          Pro Forma                                 318.0               179.0               (21.1)

     Earnings (loss) per Basic share:
          As reported                           $    2.93            $   1.74            $  (0.13)
          Pro Forma                                  2.88                1.64               (0.20)

     Earnings (loss) per Diluted share:
          As reported                           $    2.79            $   1.66            $  (0.13)
          Pro Forma                                  2.74                1.58               (0.20)



Stock Option Plans.  During 1998,  various existing  Employee Stock Option Plans
were  combined and amended as the Kansas City  Southern  Industries,  Inc.  1991
Amended and  Restated  Stock Option and  Performance  Award Plan (as amended and
restated effective July 15, 1998). The Plan provides for the granting of options
to purchase up to 26.0 million shares of the Company's  common stock by officers
and other  designated  employees.  Such options have been granted at 100% of the
average  market price of the Company's  stock on the date of grant and generally
may not be exercised sooner than one year or longer than ten years following the
date of the grant,  except that options  outstanding with limited rights ("LRs")
or limited stock appreciation rights ("LSARs"),  become immediately  exercisable
upon  certain  defined  circumstances  constituting  a change in  control of the
Company.  The Plans include  provisions for stock  appreciation  rights, LRs and
LSARs.  All  outstanding  options  include  LRs,  except for options  granted to
non-employee Directors.



For purposes of computing  the pro forma effects of option grants under the fair
value  accounting  method  prescribed by SFAS 123, the fair value of each option
grant is  estimated  on the date of grant  using a version of the  Black-Scholes
option pricing model. The following assumptions were used for the various grants
depending on the date of grant, nature of vesting and term of option:

                                                1999                     1998                      1997
                                            --------------           --------------           --------------
                                                                                     

     Dividend Yield                           .25% to .36%             .34% to .56%             .47% to .82%
     Expected Volatility                        42% to 43%               30% to 42%               24% to 31%
     Risk-free Interest Rate                4.67% to 5.75%           4.74% to 5.64%           5.73% to 6.57%
     Expected Life                                 3 years                  3 years                  3 years





A summary of the status of the  Company's  stock option plans as of December 31,
1999,  1998 and 1997,  and  changes  during the years then ended,  is  presented
below:

                                                 1999                    1998                    1997
                                        ---------------------    --------------------    --------------------
                                                    Weighted-                Weighted-               Weighted-
                                                     Average                  Average                 Average
                                                    Exercise                 Exercise                Exercise
                                            Shares    Price         Shares    Price         Shares     Price
                                        ------------  -----      -----------  -----      -----------   -----
                                                                                     
    Outstanding at January 1             9,427,942     $15.35      9,892,581   $12.12     10,384,149   $10.83
    Exercised                           (1,272,964      15.91     (1,600,829)   13.07     (1,874,639)   10.33
    Canceled/Expired                      (84,532)      42.89        (40,933)   21.75       (401,634)   15.40
    Granted                                 490,71      49.73      1,177,123    39.62      1,784,705    18.51
                                        ----------               -----------              ----------

    Outstanding at December 31           8,561,162      16.97      9,427,942    15.35      9,892,581    12.12
                                        ==========               ===========              ==========

    Exercisable at December 31           7,668,785                 8,222,782               8,028,475

    Weighted-Average Fair Value of options
      granted during the year              $16.64                    $ 12.31                  $ 4.72


107



The following table summarizes the information  about stock options  outstanding
at December 31, 1999:
                                            OUTSTANDING                                  EXERCISABLE
                         -------------------------------------------------      ----------------------------
                                             Weighted-           Weighted-                         Weighted-
 Range of                  Number             Average             Average         Number            Average
 Exercise                Outstanding         Remaining           Exercise       Exercisable        Exercise
  Prices                 at 12/31/99     Contractual Life          Price        at 12/31/99          Price
- ---------                -----------     ----------------       ---------       -----------         --------
                                                                                     
$  2  - 10                2,717,708             2.0 years        $  4.85          2,717,708         $  4.85
   10 - 15                  853,669             5.9                13.03            853,669           13.03
   15 - 20                3,061,272             6.3                15.69          3,055,872           15.69
   20 - 30                  688,668             9.3                23.96            688,668           23.96
   30 - 40                      875             8.4                31.32                875           31.32
   40 - 50                1,083,470             9.9                43.48            351,993           42.56
   50 - 60                  155,500            10.0                59.85                  -            -
                          ---------                                              ----------

    2 - 60                8,561,162             5.6                16.97          7,668,785           13.53
                          =========                                              ==========


Shares available for future grants at December 31, 1999 aggregated 8,859,773.

Stock Purchase Plan. The ESPP,  established in 1977,  provides to  substantially
all full-time employees of the Company,  certain  subsidiaries and certain other
affiliated  entities,  the right to  subscribe  to an  aggregate of 22.8 million
shares of common stock.  The purchase  price for shares under any stock offering
is to be 85% of the  average  market  price on either the  exercise  date or the
offering  date,  whichever is lower,  but in no event less than the par value of
the shares. At December 31, 1999, there were  approximately  11.6 million shares
available for future offerings.



The following table summarizes activity related to the various ESPP offerings:

                                  Date           Shares                        Shares              Date
                                Initiated      Subscribed        Price         Issued             Issued
                                                                                 
Eleventh Offering                1998            213,825        $35.97         188,297          1999/2000
Tenth Offering                   1996            251,079         13.35         233,133          1997/1998
Ninth Offering                   1995            291,411         12.73         247,729          1996/1997


For purposes of computing the pro forma effects of  employees'  purchase  rights
under the fair value accounting method prescribed by SFAS 123, the fair value of
the Eleventh  Offering  under the ESPP is estimated on the date of grant using a
version   of   the   Black-Scholes   option   pricing   model.   The   following
weighted-average  assumptions were used: i) dividend yield of .95%; ii) expected
volatility of 42%; iii) risk-free  interest rate of 4.63%; and iv) expected life
of one year. The  weighted-average  fair value of purchase  rights granted under
the Eleventh Offering of the ESPP was $10.76. There were no offerings in 1999 or
1997.

Forward Stock Purchase Contract. During 1995, the Company entered into a forward
stock purchase  contract  ("the  contract") as a means of securing a potentially
favorable  price for the repurchase of six million shares of its common stock in
connection with the stock repurchase  program  authorized by the Company's Board
of Directors on April 24, 1995.  During 1999 and 1998, no shares were  purchased
under this  arrangement.  During 1997, the Company  purchased 2.4 million shares
under  this  arrangement  at  an  aggregate  price  of  $39  million  (including
transaction  premium).  The  contract  contained  provisions  which  allowed the
Company  to  elect  a net  cash or net  share  settlement  in  lieu of  physical
settlement  of the shares;  however,  all shares were  physically  settled.  The
transaction  was  recorded  in  the  consolidated   financial   statements  upon
settlement of the contract in accordance with the accounting  policies described
in Note 2.

108

Employee Plan Funding Trust ("EPFT" or "Trust").  Effective  September 30, 1998,
the Company  terminated  the EPFT,  which was  established  by KCSI as a grantor
trust for the  purpose of  holding  shares of Series B  Preferred  stock for the
benefit of various KCSI employee benefit plans, including the ESOP, Stock Option
Plans and ESPP (collectively,  "Benefit Plans"). The EPFT was administered by an
independent bank trustee ("Trustee") and included in the Company's  consolidated
financial statements.

In accordance  with the Agreement to terminate  the EPFT,  the Company  received
872,362 shares of Series B Preferred stock in full repayment of the indebtedness
from the Trust. In addition,  the remaining 127,638 shares of Series B Preferred
stock were converted by the Trustee into KCSI Common stock, at the rate of 12 to
1,  resulting  in the  issuance to the EPFT of  1,531,656  shares of such Common
stock.  The Trustee then  transferred  this Common stock to KCSI and the Company
has set these shares aside for use in connection  with the KCSI Stock Option and
Performance  Award  Plan,  as amended  and  restated  effective  July 15,  1998.
Following the foregoing transactions, the EPFT was terminated. The impact of the
termination  of the  EPFT  on the  Company's  consolidated  condensed  financial
statements  was a  reclassification  among the  components of the  stockholder's
equity accounts,  with no change in the  consolidated  assets and liabilities of
the Company.

Treasury Stock.  Shares of common stock in Treasury at December 31, 1999 totaled
36,164,402,  compared  with  36,923,325  at December 31, 1998 and  37,122,195 at
December 31, 1997.  The Company  issued  shares of common stock from  Treasury -
1,218,923  in  1999,  1,663,349  in 1998  and  2,031,162  in 1997 - to fund  the
exercise of options and  subscriptions  under various  employee stock option and
purchase plans. In 1998,  approximately 67,000 shares were issued in conjunction
with the  acquisition  of Nelson.  Treasury stock  previously  acquired had been
accounted for as if retired.  The 1,531,656  shares  received in connection with
the  termination  of the EPFT were added to  Treasury  stock  during  1998.  The
Company  purchased  shares as follows:  460,000 in 1999 and  2,863,983  in 1997.
Shares purchased during 1998 were not material.

Janus Restricted Stock.  During 1998, Janus granted 125,900 restricted shares of
Janus' common stock to certain Janus  employees  pursuant to a restricted  stock
agreement  ("Restricted Stock Agreement").  The restricted stock was recorded at
fair  market  value  (approximately  $28.9  million)  at the  time of grant as a
separate  component of Janus'  stockholders'  equity. The restricted stock fully
vests at the end of 10 years.  The Restricted  Stock  Agreement also includes an
accelerated  vesting  provision  whereby the vesting rate will be accelerated to
20% of the shares in any one year if  certain  specific  investment  performance
goals are met (to be  effective  on  January  1st of the  following  year).  The
employee  must be employed at the time of any vesting to receive the  applicable
shares. Janus records compensation expense based on the applicable vesting rate,
which was 20% in 1999 and 1998 based on  attainment  of  investment  performance
goals. In accordance with generally accepted accounting  principles,  the impact
of the Janus  amortization  charges in 1999 and  beyond  will be reduced by gain
recognition  at the holding  company  level,  reflecting  the Company's  reduced
ownership of Janus upon vesting by the restricted stockholders.

During 1999,  Janus granted 33,000 shares of Janus common stock to certain Janus
employees  pursuant to the Restricted Stock Agreement.  The restricted stock was
recorded at fair market value (approximately $10.8 million) at the time of grant
as a separate  component  of Janus'  stockholders'  equity.  Similar to the 1998
grant, the Restricted Stock Agreement includes an accelerated  vesting provision
whereby the  vesting  rate  accelerates  to 20% of the shares in any one year if
certain  specific  investment  performance  goals  are met (to be  effective  on
January 1st of the following year). Janus records  compensation expense based on
the applicable vesting rate,  currently at 20% based on attainment of investment
performance goals.

The shares made available for the restricted  stock grant were obtained  through
the purchase of 35,000 shares of Janus stock from an existing minority owner. In
connection  with this

109

transaction,  the Company recorded approximately $9.5 million of goodwill, which
is being amortized over a period of 15 years.

Because this 1999  issuance was from Janus'  treasury  shares on which  previous
gains have been  recognized,  the  Company  will  record any gains upon  vesting
directly to stockholders' equity. See Note 2.


Note 11. Profit Sharing and Other Postretirement Benefits

The  Company  maintains  various  plans  for the  benefit  of its  employees  as
described  below.  The  Company's  employee  benefit  expense  for  these  plans
aggregated $7.5, $7.7 and $6.3 million in 1999, 1998 and 1997, respectively.

Profit Sharing. Qualified profit sharing plans are maintained for most employees
not included in collective bargaining agreements.  Contributions for the Company
and its  subsidiaries  are made at the  discretion of the Boards of Directors in
amounts not to exceed the maximum allowable for federal income tax purposes.

401(k)  Plan.   The  Company's   401(k)  plan  permits   participants   to  make
contributions  by salary  reduction  pursuant to section  401(k) of the Internal
Revenue  Code.  The  Company  matches  contributions  up to a  maximum  of 3% of
compensation.

Employee  Stock  Ownership  Plan.  KCSI  established  the ESOP for employees not
covered by collective bargaining agreements.  KCSI contributions to the ESOP are
based on a percentage  (determined by the Compensation Committee of the Board of
Directors) of wages earned by eligible employees.

Other  Postretirement  Benefits.  The Company  adopted  Statement  of  Financial
Accounting Standards No. 106 "Employers' Accounting for Postretirement  Benefits
Other Than Pensions"  ("SFAS 106"),  effective  January 1, 1993. The Company and
several  of  its   subsidiaries   provide  certain   medical,   life  and  other
postretirement  benefits other than pensions to its retirees. With the exception
of the Gateway Western plans,  which are discussed  below,  the medical and life
plans are  available  to  employees  not  covered  under  collective  bargaining
arrangements,  who have  attained  age 60 and  rendered  ten  years of  service.
Individuals  employed as of  December  31,  1992 were  excluded  from a specific
service requirement.  The medical plan is contributory and provides benefits for
retirees, their covered dependents and beneficiaries.  Benefit expense begins to
accrue at age 40. The  medical  plan was  amended  effective  January 1, 1993 to
provide  for annual  adjustment  of retiree  contributions,  and also  contains,
depending  on the plan  coverage  selected,  certain  deductibles,  co-payments,
coinsurance  and  coordination  with  Medicare.   The  life  insurance  plan  is
non-contributory  and covers retirees only. The Company's policy, in most cases,
is to fund  benefits  payable under these plans as the  obligations  become due.
However, certain plan assets (e.g., money market funds) do exist with respect to
life insurance benefits.

During 1998, the Company adopted Statement of Financial Accounting Standards No.
132 "Employers' Disclosure about Pensions and Other Postretirement Benefits - an
amendment  of FASB  Statements  No. 87, 88, and 106" ("SFAS 132") and prior year
information  has been  included  pursuant  to SFAS  132.  SFAS  132  establishes
standardized  disclosure  requirements  for  pension  and  other  postretirement
benefit  plans,  requires  additional  information  on  changes  in the  benefit
obligations and fair values of plan assets, and eliminates  certain  disclosures
that  are no  longer  considered  useful.  The  standard  does  not  change  the
measurement or recognition of pension or postretirement benefit plans.

110



Reconciliation of the accumulated  postretirement benefit obligation,  change in
plan  assets  and funded  status,  respectively,  at  December  31  follows  (in
millions):

                                                         1999              1998                1997
                                                    ----------          ----------          ----------
                                                                                   
Accumulated postretirement
     benefit obligation at beginning of year        $      14.7         $      14.5         $     14.5
Service cost                                                0.4                 0.4                0.6
Interest cost                                               1.0                 1.0                1.2
Amortization of transition obligation                                                              0.1
Actuarial and other (gain) loss                             1.8                (0.1)              (0.6)
Benefits paid (i)                                          (1.1)               (1.1)              (1.3)
                                                    -----------         -----------         ----------
Accumulated postretirement
     benefit obligation at end of year                     16.8                14.7               14.5
                                                    -----------         -----------         ----------

Fair value of plan assets
     at beginning of year                                   1.4                 1.3                1.3
Actual return on plan assets                                0.1                 0.2                0.1
Benefits paid (i)                                          (0.2)               (0.1)              (0.1)
                                                    -----------         -----------         ----------
Fair value of plan assets
     at end of year                                         1.3                 1.4                1.3
                                                    -----------         -----------         ----------

Funded status and accrued
     benefit cost                                   $      15.5         $      13.3         $     13.2
                                                    ===========         ===========         ==========



     (i) Benefits  paid for the  reconciliation  of  accumulated  postretirement
         benefit  obligation  include both medical and life insurance  benefits,
         whereas benefits paid for the fair value of plan assets  reconciliation
         include only life  insurance  benefits.  Plan assets relate only to the
         life  insurance  benefits.  Medical  benefits are funded as obligations
         become due.



Net periodic  postretirement  benefit cost included the following components (in
millions):

                                                        1999               1998                 1997
                                                    -----------         -----------         ----------
                                                                                   
     Service cost                                   $       0.4         $       0.4         $      0.6
     Interest cost                                          1.0                 1.0                1.2
     Amortization of unrecognized
       transition obligation                                                                       0.1
     Expected return on plan assets                        (0.1)               (0.1)              (0.1)
                                                    -----------         -----------         ----------

     Net periodic postretirement
       benefit cost                                 $       1.3         $       1.3         $      1.8
                                                    ===========         ===========         ==========



The Company's  health care costs,  excluding  Gateway Western and certain former
employees of the  MidSouth,  are limited to the  increase in the Consumer  Price
Index ("CPI") with a maximum  annual  increase of 5%.  Accordingly,  health care
costs in  excess of the CPI limit  will be borne by the plan  participants,  and
therefore assumptions regarding health care cost trend rates are not applicable.

111



The following assumptions were used to determine the postretirement  obligations
and costs for the years ended December 31:
                                                          1999                1998                1997
                                                       ----------          ----------          ----------
                                                                                          
     Annual increase in the CPI                            3.00%               2.50%               3.00%
     Expected rate of return on life
       insurance plan assets                               6.50                6.50                6.50
     Discount rate                                         8.00                6.75                7.25
     Salary increase                                       4.00                4.00                4.00



Gateway Western's benefit plans are slightly different from those of the Company
and other subsidiaries. Gateway Western provides contributory health, dental and
life  insurance  benefits  to  substantially  all  of  its  active  and  retired
employees,   including  those  covered  by  collective  bargaining   agreements.
Effective  January  1,  1998,  existing  Gateway  Western  management  employees
converted to the Company's  benefit  plans.  In 1999, the assumed annual rate of
increase in health care costs for the  non-management  Gateway Western employees
choosing a preferred provider  organization was 7.5% and 6.5% for those choosing
the health maintenance  organization  option,  decreasing over two years to 6.5%
and 5.5%, respectively, to remain level thereafter. For certain former employees
of the MidSouth,  the assumed annual rate of an increase in health care costs is
12% currently, decreasing over six years to 6% to remain level thereafter.

The health care cost trend rate  assumption has an effect on the Gateway Western
amounts  represented,  as well as certain former  employees of the MidSouth.  An
increase or decrease in the assumed  health care cost trend rates by one percent
in 1999,  1998 and 1997 would not have a significant  impact on the  accumulated
postretirement benefit obligation. The effect of this change on the aggregate of
the service and interest  cost  components  of the net  periodic  postretirement
benefit is not significant.


Note 12. Commitments and Contingencies

Minority Purchase  Agreements.  A stock purchase agreement with Thomas H. Bailey
("Mr. Bailey"), Janus' Chairman, President and Chief Executive Officer and owner
of 12% of Janus common stock,  and another Janus  stockholder  (the "Janus Stock
Purchase  Agreement")  and  certain  restriction  agreements  with  other  Janus
minority  stockholders  contain,  among other  provisions,  mandatory put rights
whereby at the election of such minority stockholders, KCSI would be required to
purchase  the  minority  interests  of such  Janus  minority  stockholders  at a
purchase price equal to fifteen times the net after-tax earnings over the period
indicated  in the relevant  agreement,  or in some  circumstances  at a purchase
price as determined by an independent appraisal.  Under the Janus Stock Purchase
Agreement,  termination of Mr. Bailey's  employment could require a purchase and
sale of the Janus common stock held by him. If other minority holders terminated
their employment, some or all of their shares also could be subject to mandatory
purchase and sale obligations. Certain other minority holders who continue their
employment  also could exercise puts. If all of the mandatory  purchase and sale
provisions  and all the puts under such Janus  minority  stockholder  agreements
were  implemented,  KCSI  would have been  required  to pay  approximately  $789
million as of December 31,  1999,  compared to $447 and $337 million at December
31, 1998 and 1997,  respectively.  In the future these  amounts may be higher or
lower  depending  on Janus'  earnings,  fair market  value and the timing of the
exercise. Payment for the purchase of the respective minority interests is to be
made under the Janus Stock Purchase  Agreement  within 120 days after  receiving
notification  of exercise of the put rights.  Under the  restriction  agreements
with certain other Janus minority stockholders,  payment for the purchase of the
respective  minority interests is to be made 30 days after the later to occur of
(i) receiving  notification of exercise of the put rights or (ii)  determination
of the purchase price through the independent appraisal process.

112

The Janus Stock  Purchase  Agreement and certain stock  purchase  agreements and
restriction  agreements with other minority stockholders also contain provisions
whereby  upon the  occurrence  of a Change  in  Ownership  (as  defined  in such
agreements) of KCSI,  KCSI may be required to purchase such holders' Janus stock
or,  as to the  stockholders  that  are  parties  to the  Janus  Stock  Purchase
Agreement,  at such holders' option, to sell its stock of Janus to such minority
stockholders.  The price for such  purchase  or sale  would be equal to  fifteen
times the net  after-tax  earnings  over the period  indicated  in the  relevant
agreement,  or in some  circumstances  as  determined  by  Janus'  Stock  Option
Committee  or as  determined  by an  independent  appraisal.  If KCSI  had  been
required to purchase the holders' Janus common stock after a Change in Ownership
as of December 31, 1999, the purchase price would have been  approximately  $899
million (see additional information in Note 13).

KCSI  would  account  for any such  purchase  as the  acquisition  of a minority
interest   under   Accounting   Principles   Board  Opinion  No.  16,   Business
Combinations.

As of March  31,  2000,  KCSI,  through  Stilwell,  had $200  million  in credit
facilities  available,  owned  securities  with a market value in excess of $1.3
billion and had cash balances at the Stilwell holding company level in excess of
$147.5 million. To the extent that these resources were insufficient to fund its
purchase  obligations,  KCSI had access to the capital markets and, with respect
to the Janus Stock Purchase Agreement, had 120 days to raise additional sums.

Litigation.  In the opinion of management,  claims or lawsuits incidental to the
business of the Company and its subsidiaries  have been adequately  provided for
in the consolidated financial statements.

Duncan Case. In 1998, a jury in Beauregard Parish,  Louisiana returned a verdict
against KCSR in the amount of $16.3 million. The Louisiana state case arose from
a railroad  crossing  accident which occurred at Oretta,  Louisiana on September
11, 1994, in which three individuals were injured. Of the three, one was injured
fatally,  one was  rendered  quadriplegic  and the third  suffered  less serious
injuries.

Subsequent  to the  verdict,  the  trial  court  held that the  plaintiffs  were
entitled to interest on the judgment from the date the suit was filed, dismissed
the verdict  against one defendant and reallocated the amount of that verdict to
the remaining  defendants.  The resulting total judgment against KCSR,  together
with interest, was $27.0 million as of December 31, 1999.

On November 3, 1999,  the Third Circuit  Court of Appeals in Louisiana  affirmed
the judgment.  Review is now being sought in the  Louisiana  Supreme  Court.  On
March 24, 2000,  the Louisiana  Supreme Court granted KCSR's  Application  for a
Writ of Review  regarding  this case.  Independent  trial  counsel has expressed
confidence to KCSR  management  that the Louisiana  Supreme Court will set aside
the district court and court of appeals  judgments in this case. KCSR management
believes it has  meritorious  defenses  and that it will  ultimately  prevail in
appeal to the Louisiana  Supreme Court.  If the verdict were to stand,  however,
the judgment and interest are in excess of existing insurance coverage and could
have an adverse  effect on the  Company's  consolidated  results of  operations,
financial position and cash flows.

Bogalusa Cases.  In July 1996, KCSR was named as one of twenty-seven  defendants
in various lawsuits in Louisiana and Mississippi arising from the explosion of a
rail car loaded with chemicals in Bogalusa,  Louisiana on October 23, 1995. As a
result of the explosion,  nitrogen  dioxide and oxides of nitrogen were released
into the  atmosphere  over parts of that town and the  surrounding  area causing
evacuations  and  injuries.  Approximately  25,000  residents of  Louisiana  and
Mississippi have asserted claims to recover damages allegedly caused by exposure
to the chemicals.

113

KCSR neither  owned nor leased the rail car or the rails on which it was located
at the time of the explosion in Bogalusa.  KCSR did, however,  move the rail car
from Jackson to Vicksburg,  Mississippi, where it was loaded with chemicals, and
back to Jackson  where the car was  tendered to the IC. The  explosion  occurred
more than 15 days after the Company last  transported  the rail car. The car was
loaded in excess of its standard weight,  but under the car's capacity,  when it
was transported by the Company to interchange with the IC.

The trial of a group of twenty  plaintiffs in the Mississippi  lawsuits  arising
from the  chemical  release  resulted in a jury verdict and judgment in favor of
KCSR in June  1999.  The jury  found  that KCSR was not  negligent  and that the
plaintiffs  had  failed  to prove  that  they  were  damaged.  The  trial of the
Louisiana  class action is  scheduled to commence on June 11, 2001.  No date has
been scheduled for the trial of the additional plaintiffs in Mississippi.

KCSR believes  that its exposure to liability in these cases is remote.  If KCSR
were to be found  liable for punitive  damages in these  cases,  such a judgment
could have a material  adverse  effect on the Company's  results of  operations,
financial position and cash flows.

Diesel Fuel Commitments and Hedging  Activities.  From time to time, KCSR enters
into forward purchase  commitments and hedge  transactions  (fuel swaps or caps)
for diesel  fuel as a means of  securing  volumes  and  reducing  overall  cost.
Forward purchase commitment  contracts normally require KCSR to purchase certain
quantities of diesel fuel at defined prices  established  at the  origination of
the contract.  Hedge  transactions are correlated to market benchmarks and hedge
positions  are  monitored  to  ensure  that  they will not  exceed  actual  fuel
requirements in any period.

There were no fuel swap or cap  transactions  during 1997 and  minimal  purchase
commitments were negotiated for 1997.  However,  at the end of 1997, the Company
had purchase  commitments  for  approximately  27% of expected  1998 diesel fuel
usage, as well as fuel swaps for  approximately 37% of expected 1998 usage. As a
result of actual fuel prices remaining below both the purchase  commitment price
and the swap price during 1998,  the  Company's  fuel expense was  approximately
$4.0  million  higher.  The  purchase  commitments  resulted in a higher cost of
approximately  $1.7 million,  while the Company made  payments of  approximately
$2.3 million related to the 1998 fuel swap  transactions.  At December 31, 1998,
the  Company  had  purchase   commitments   and  fuel  swap   transactions   for
approximately 32% and 16%, respectively,  of expected 1999 diesel fuel usage. In
1999,  KCSR  saved  approximately  $0.6  million  as a result of these  purchase
commitments.  The fuel swap  transactions  resulted  in higher  fuel  expense of
approximately $1 million.

At the end of 1999,  the Company had no  outstanding  purchase  commitments  for
2000.  At December  31,  1999,  the Company had entered into two diesel fuel cap
transactions for a total of six million gallons  (approximately  10% of expected
2000 usage) at a cap price of $0.60 per gallon.  The caps are effective  January
1, 2000 through June 30, 2000.

Foreign  Exchange  Matters.  As  discussed  in Note 2, in  connection  with  the
Company's  investment  in Grupo TFM,  a Mexican  company,  Nelson,  an 80% owned
United Kingdom  company,  and Janus Capital  International  (UK) Limited ("Janus
UK"), an indirect wholly-owned  subsidiary of Janus based in the United Kingdom,
the  Company  follows  the  requirements   outlined  in  SFAS  52  (and  related
authoritative  guidance) with respect to financial  accounting and reporting for
foreign  currency  transactions and for translating  foreign currency  financial
statements from the entity's functional currency into U.S. dollars.

The  purchase  price  paid by Grupo TFM for 80% of the  common  stock of TFM was
fixed in Mexican pesos;  accordingly,  the U.S. dollar equivalent  fluctuated as
the U.S.  dollar/Mexican  peso  exchange rate  changed.  The  Company's  capital
contribution  (approximately  $298 million U.S.) to Grupo TFM

114

in connection  with the initial  installment  of the TFM purchase price was made
based on the U.S. dollar/Mexican peso exchange rate on January 31, 1997.

Grupo TFM paid the remaining 60% of the purchase  price in Mexican pesos on June
23, 1997. As discussed  above,  the final  installment was funded using proceeds
from Grupo TFM debt  financing and the sale of 24.6% of Grupo TFM to the Mexican
Government.  In the event that the proceeds  from these  arrangements  would not
have provided funds  sufficient  for Grupo TFM to make the final  installment of
the  purchase  price,  the  Company may have been  required  to make  additional
capital contributions. Accordingly, in order to hedge a portion of the Company's
exposure  to  fluctuations  in the value of the  Mexican  peso  versus  the U.S.
dollar,  the Company  entered  into two separate  forward  contracts to purchase
Mexican  pesos - $98 million in February 1997 and $100 million in March 1997. In
April 1997, the Company  realized a $3.8 million pretax gain in connection  with
these contracts.  This gain was deferred until the final  installment of the TFM
purchase  price was made in June 1997,  at which time, it was accounted for as a
component  of the  Company's  investment  in Grupo  TFM.  These  contracts  were
intended to hedge only a portion of the Company's  exposure related to the final
installment of the purchase price and not any other transactions or balances.

During 1997 and 1998,  Mexico's economy was classified as "highly  inflationary"
as defined in SFAS 52.  Accordingly,  under the highly  inflationary  accounting
guidance  in SFAS  52,  the U.S.  dollar  was  used as  Grupo  TFM's  functional
currency,  and any  gains or  losses  from  translating  Grupo  TFM's  financial
statements  into U.S.  dollars  were  included in the  determination  of its net
income (loss). Equity earnings (losses) from Grupo TFM included in the Company's
results of operations  reflected the Company's share of such  translation  gains
and losses.

Effective  January 1, 1999,  the SEC staff declared that Mexico should no longer
be considered a highly inflationary economy.  Accordingly, the Company performed
an analysis under the guidance of SFAS 52 to determine  whether the U.S.  dollar
or the Mexican  peso should be used as the  functional  currency  for  financial
accounting and reporting  purposes for periods  subsequent to December 31, 1998.
Based on the results of the analysis,  management believes the U.S. dollar to be
the appropriate  functional currency for the Company's  investment in Grupo TFM;
therefore,  the financial  accounting and reporting of the operating  results of
Grupo TFM will remain consistent with prior periods.

Nelson's  and Janus UK's  principal  operations  are in the United  Kingdom and,
therefore, the financial statements for each company are accounted for using the
British  pound as the  functional  currency.  Any gains or losses  arising  from
transactions  not  denominated  in the British  pound are  recorded as a foreign
currency  gain or loss and included in the results of  operations  of Nelson and
Janus UK. The translation of these  financial  statements from the British pound
into the U.S.  dollar  results in an  adjustment  to  stockholders'  equity as a
cumulative translation adjustment. At December 31, 1999 and 1998, the cumulative
translation adjustment was not material.

The  Company  continues  to  evaluate  existing  alternatives  with  respect  to
utilizing  foreign currency  instruments to hedge its U.S. dollar  investment in
Grupo TFM and Nelson as market conditions change or exchange rates fluctuate. At
December 31,  1999,  the Company had no  outstanding  foreign  currency  hedging
instruments.

Environmental  Liabilities.  The Company's transportation operations are subject
to  extensive  regulation  under  environmental  protection  laws  and its  land
holdings have been used for  transportation  purposes or leased to third parties
for commercial and industrial  purposes.  The Company  records  liabilities  for
remediation and restoration  costs related to past activities when the Company's
obligation  is  probable  and the costs can be  reasonably  estimated.  Costs of
ongoing compliance activities to current operations are expensed as incurred.

115

The Company's recorded liabilities for these issues represent its best estimates
(on an  undiscounted  basis) of remediation  and  restoration  costs that may be
required to comply with present laws and regulations. At December 31, 1999, 1998
and 1997 these  recorded  liabilities  were not material.  Although  these costs
cannot be  predicted  with  certainty,  management  believes  that the  ultimate
outcome of  identified  matters will not have a material  adverse  effect on the
Company's consolidated results of operations or financial condition.

Panama Canal Railway  Company.  In January 1998,  the Republic of Panama awarded
KCSR and its joint venture partner,  Mi-Jack  Products,  Inc., the concession to
reconstruct  and operate the PCRC.  The 47-mile  railroad  runs  parallel to the
Panama Canal and, upon reconstruction,  will provide international shippers with
an important  complement to the Panama Canal.  In November 1999,  PCRC completed
the  financing  arrangements  for this  project with the  International  Finance
Corporation  ("IFC"),  a member  of the  World  Bank  Group.  The  financing  is
comprised  of a $5  million  investment  from  the IFC and  senior  loans in the
aggregate  amounts of up to $45 million.  The  investment of $5 million from the
IFC is  comprised  of  non-voting  preferred  shares,  paying  a 10%  cumulative
dividend. These preferred shares reduce the Company's ownership interest in PCRC
from 50% to 41.67%.  The  preferred  shares are  expected  to be redeemed at the
option of IFC any year after 2008 at the lower of i) a net  cumulative  internal
rate of return of 30%, or ii)  eight-times  EBITDA  (average of two  consecutive
years) calculated in proportion to the IFC's percentage ownership in PCRC. Under
certain limited conditions,  the Company is a guarantor for up to $15 million of
cash  deficiencies  associated  with project  completion.  Additionally,  if the
Company or its partner terminate the concession  contract without the consent of
the IFC,  the Company is a  guarantor  for up to 50% of the  outstanding  senior
loans.  The total  cost of the  reconstruction  project is  estimated  to be $75
million  with  an  equity  commitment  from  KCSR  not to  exceed  $13  million.
Reconstruction  of PCRC's  right-of-way  is  expected to be complete in mid-2001
with commercial operations to begin immediately thereafter.

Intermodal and Automotive  Facility at the Former  Richards-Gebaur  Airbase.  In
conjunction  with the  construction of an intermodal and automotive  facility at
the former  Richards-Gebaur  airbase in Kansas City,  Missouri,  KCSR expects to
spend  approximately  $20  million  for site  improvements  and  infrastructure.
Additionally,  KCSR has negotiated a lease  arrangement  with the City of Kansas
City, Missouri for a period of fifty years. Lease payments are expected to range
between  $400,000 and $700,000 per year and will be adjusted for inflation based
on agreed-upon formulas.


Note 13. Control

Subsidiaries  and Affiliates.  The Janus Stock Purchase  Agreement,  as amended,
provides  that so long as Mr.  Bailey is a holder  of at least 5% of the  common
stock of Janus and  continues  to be  employed as  President  or Chairman of the
Board of Janus  (or,  if he does not serve as  President,  James P.  Craig,  III
serves as President and Chief Executive  Officer or Co-Chief  Executive  Officer
with Mr.  Bailey),  Mr. Bailey shall continue to establish and implement  policy
with respect to the  investment  advisory and portfolio  management  activity of
Janus.  The agreement also provides that, in furtherance of such  objective,  so
long as both the ownership  threshold and officer  status  conditions  described
above are  satisfied,  KCSI will vote its shares of Janus  common stock to elect
directors of Janus,  at least the  majority of whom are selected by Mr.  Bailey,
subject to KCSI's approval, which approval may not be unreasonably withheld. The
agreement  further provides that any change in management  philosophy,  style or
approach with respect to investment  advisory and portfolio  management policies
of Janus shall be mutually agreed upon by KCSI and Mr. Bailey.

KCSI does not  believe  Mr.  Bailey's  rights  under the  Janus  Stock  Purchase
Agreement are "substantive,"  within the meaning of EITF 96-16, because KCSI can
terminate  those  rights at any time by  removing  Mr.  Bailey as an  officer of
Janus.  KCSI also  believes  that the removal of Mr.

116

Bailey  would  not  result  in  significant  harm to KCSI  based on the  factors
discussed below.  Colorado law provides that removal of an officer of a Colorado
corporation may be done directly by its stockholders if the corporation's bylaws
so provide.  While Janus' bylaws contain no such provision  currently,  KCSI has
the  ability to cause  Janus to amend its bylaws to  include  such a  provision.
Under  Colorado  law,  KCSI  could  take such  action at an  annual  meeting  of
stockholders  or make a demand for a special meeting of  stockholders.  Janus is
required to hold a special  stockholders'  meeting  upon demand from a holder of
more than 10% of its  common  stock and to give  notice  of the  meeting  to all
stockholders.  If notice of the  meeting  is not given  within 30 days of such a
demand,  the District  Court is empowered to summarily  order the holding of the
meeting.  As the holder of more than 80% of the common stock of Janus,  KCSI has
the requisite  votes to compel a meeting and to obtain  approval of the required
actions at such a meeting.

KCSI has  concluded,  supported  by an opinion of legal  counsel,  that it could
carry out the above steps to remove Mr. Bailey without breaching the Janus Stock
Purchase  Agreement  and that if Mr.  Bailey  were to  challenge  his removal by
instituting litigation,  his sole remedy would be for damages and not injunctive
relief and that KCSI would likely prevail in that litigation.

Although  KCSI has the ability to remove Mr.  Bailey,  it has no present plan or
intention to do so, as he is one of the persons regarded as most responsible for
the success of Janus. The consequences of any removal of Mr. Bailey would depend
upon the timing and circumstances of such removal.  Mr. Bailey could be required
to sell, and KCSI could be required to purchase,  his Janus common stock, unless
he were terminated for cause.  Certain other Janus minority  stockholders  would
also be able,  and, if they  terminated  employment,  required,  to sell to KCSI
their shares of Janus common  stock.  The amounts that KCSI would be required to
pay in the event of such purchase and sale transactions  could be material.  See
Note 12. As of December  31,  1999,  such  removal  would have also  resulted in
acceleration  of the  vesting  of a portion of the  shares of  restricted  Janus
common stock held by other minority stockholders having an approximate aggregate
value of $16.3 million.

There  may also be other  consequences  of  removal  that  cannot  be  presently
identified or quantified.  For example, Mr. Bailey's removal could result in the
loss of other  valuable  employees  or  clients  of  Janus.  The  likelihood  of
occurrence and the effects of any such employee or client  departures  cannot be
predicted and may depend on the reasons for and  circumstances  of Mr.  Bailey's
removal.  However, KCSI believes that Janus would be able in such a situation to
retain or attract talented  employees because:  (i) of Janus'  prominence;  (ii)
Janus'  compensation  scale is at the upper end of its peer group; (iii) some or
all of Mr. Bailey's  repurchased Janus stock could be then available for sale or
grants to other employees; and (iv) many key Janus employees must continue to be
employed at Janus to become vested in currently unvested restricted stock valued
in the aggregate (after considering additional vesting that would occur upon the
termination of Mr. Bailey) at approximately $36 million as of December 31, 1999.
In addition,  notwithstanding  any removal of Mr.  Bailey,  KCSI would expect to
continue  its practice of  encouraging  autonomy by its  subsidiaries  and their
boards  of  directors  so  that  management  of  Janus  would  continue  to have
responsibility  for Janus'  day-to-day  operations and  investment  advisory and
portfolio management policies and, because it would continue that autonomy, KCSI
would expect many current Janus employees to remain with Janus.

With respect to clients,  Janus' investment  advisory contracts with its clients
are  terminable  upon 60 days' notice and in the event of a change in control of
Janus.  Because of his rights  under the Janus  Stock  Purchase  Agreement,  Mr.
Bailey's departure,  whether by removal, resignation or death, might be regarded
as such a change in control.  However, in view of Janus' investment record, KCSI
has  concluded it is  reasonable  to expect that in such an event most of Janus'
clients would renew their  investment  advisory  contracts.  This  conclusion is
reached because (i) Janus relies on a team approach to investment management and
development  of  investment  expertise,  (ii) Mr.  Bailey  has not  served  as a
portfolio manager for any Janus fund for several years,  (iii) a

117

succession  plan exists  under which Mr. James P. Craig,  III would  succeed Mr.
Bailey,  and (iv) Janus should be able to continue to attract talented portfolio
managers.  It is reasonable to expect that Janus' clients'  reaction will depend
on the circumstances, including, for example, how much of the Janus team remains
in place and what investment advisory alternatives are available.

The Janus Stock Purchase  Agreement and other  agreements  provide for rights of
first refusal on the part of Janus minority  stockholders,  Janus and KCSI, with
respect to certain sales of Janus stock.  These  agreements also require KCSI to
purchase the shares of Janus minority stockholders in certain circumstances.  In
addition, in the event of a Change in Ownership of KCSI, as defined in the Janus
Stock Purchase Agreement, KCSI may be required to sell its stock of Janus to the
stockholders  who are parties to such  agreement  or to purchase  such  holders'
Janus stock.  In the event Mr. Bailey was  terminated  for any reason within one
year  following  a Change in  Ownership,  he would be  entitled  to a  severance
payment,  amounting, at December 31, 1999, to approximately $2 million. Purchase
and sales  transactions  under  these  agreements  are to be made  based  upon a
multiple  of  the  net   earnings  of  Janus  and/or  other  fair  market  value
determinations, as defined therein. See Note 12.

Under the Investment  Company Act of 1940, certain changes in ownership of Janus
or Berger may result in  termination  of their  respective  investment  advisory
agreements  with the mutual  funds and other  accounts  they  manage,  requiring
approval of fund shareowners and other account holders to obtain new agreements.
Additionally,  there are Janus and Berger  officers and directors  that serve as
officers and/or directors of certain of the registered  investment  companies to
which Janus and Berger act as investment advisors.

The Company is party to certain  agreements  with TMM covering the Grupo TFM and
Mexrail  ventures,  which  contain  "change of control"  provisions,  provisions
intended  to  preserve  Company's  and  TMM's  proportionate  ownership  of  the
ventures,  and super  majority  provisions  with  respect  to voting on  certain
significant transactions.  Such agreements also provide a right of first refusal
in the event that either party initiates a divestiture of its equity interest in
Grupo TFM or Mexrail. Under certain circumstances,  such agreements could affect
the Company's ownership percentage and rights in these equity affiliates.


Employees.  The  Company  and  certain of its  subsidiaries  have  entered  into
agreements with employees  whereby,  upon defined  circumstances  constituting a
change in control of the Company or  subsidiary,  certain stock  options  become
exercisable,  certain benefit  entitlements  are  automatically  funded and such
employees  are  entitled  to  specified   cash  payments  upon   termination  of
employment.


Assets.  The Company and certain of its subsidiaries have established  trusts to
provide for the funding of corporate  commitments and  entitlements of officers,
directors, employees and others in the event of a specified change in control of
the Company or subsidiary.  Assets held in such trusts at December 31, 1999 were
not material. Depending upon the circumstances at the time of any such change in
control,  the most  significant  factor of which would be the highest price paid
for KCSI common stock by a party seeking to control the Company,  funding of the
Company's trusts could be very substantial.


Debt. Certain loan agreements and debt instruments entered into or guaranteed by
the Company and its subsidiaries provide for default in the event of a specified
change in control of the Company or particular subsidiaries of the Company.

118

Stockholder  Rights Plan. On September  19, 1995,  the Board of Directors of the
Company declared a dividend distribution of one Right for each outstanding share
of the Company's common stock, $.01 par value per share (the "Common Stock"), to
the  stockholders  of record on  October  12,  1995.  Each  Right  entitles  the
registered  holder to purchase from the Company 1/1,000th of a share of Series A
Preferred Stock (the "Preferred Stock") or in some circumstances,  Common Stock,
other  securities,  cash or other  assets as the case may be, at a price of $210
per share, subject to adjustment.

The  Rights,  which are  automatically  attached  to the Common  Stock,  are not
exercisable or transferable apart from the Common Stock until the tenth calendar
day following the earlier to occur of (unless extended by the Board of Directors
and subject to the earlier redemption or expiration of the Rights): (i) the date
of a public  announcement  that an acquiring  person  acquired,  or obtained the
right to acquire,  beneficial ownership of 20 percent or more of the outstanding
shares of the Common  Stock of the  Company (or 15 percent in the case that such
person  is  considered  an  "adverse  person"),  or  (ii)  the  commencement  or
announcement of an intention to make a tender offer or exchange offer that would
result in an  acquiring  person  beneficially  owning 20 percent or more of such
outstanding  shares of Common  Stock of the  Company  (or 15 percent in the case
that such person is considered an "adverse person").  Until exercised, the Right
will  have  no  rights  as a  stockholder  of the  Company,  including,  without
limitation,  the  right to vote or to  receive  dividends.  In  connection  with
certain  business  combinations  resulting in the  acquisition of the Company or
dispositions  of more than 50% of Company assets or earnings  power,  each Right
shall  thereafter  have the right to receive,  upon the exercise  thereof at the
then current  exercise price of the Right,  that number of shares of the highest
priority  voting  securities  of  the  acquiring  company  (or  certain  of  its
affiliates)  that at the time of such  transaction  would have a market value of
two times the  exercise  price of the Right.  The Rights  expire on October  12,
2005, unless earlier redeemed by the Company as described below.

At any time  prior to the tenth  calendar  day after  the first  date  after the
public announcement that an acquiring person has acquired  beneficial  ownership
of 20  percent  (or 15  percent in some  instances)  or more of the  outstanding
shares of the Common Stock of the Company,  the Company may redeem the Rights in
whole,  but not in part,  at a price of  $0.005  per  Right.  In  addition,  the
Company's right of redemption may be reinstated following an inadvertent trigger
of the Rights (as  determined by the Board) if an acquiring  person  reduces its
beneficial  ownership to 10 percent or less of the outstanding  shares of Common
Stock of the Company in a transaction  or series of  transactions  not involving
the Company.

The Series A Preferred shares  purchasable upon exercise of the Rights will have
a cumulative  quarterly  dividend rate set by the Board of Directors or equal to
1,000 times the  dividend  declared on the Common Stock for such  quarter.  Each
share will have the voting  rights of one vote on all matters voted at a meeting
of the  stockholders  for each 1/1,000th  share of preferred  stock held by such
stockholder.  In the event of any merger,  consolidation or other transaction in
which the common  shares are  exchanged,  each Series A Preferred  share will be
entitled to receive an amount equal to 1,000 times the amount to be received per
common share.  In the event of a liquidation,  the holders of Series A Preferred
shares will be entitled to receive $1,000 per share or an amount per share equal
to 1,000 times the aggregate  amount to be  distributed  per share to holders of
Common  Stock.  The  shares  will not be  redeemable.  The vote of  holders of a
majority of the Series A Preferred  shares,  voting together as a class, will be
required for any amendment to the Company's  Certificate of  Incorporation  that
would  materially  and  adversely  alter or change the  powers,  preferences  or
special rights of such shares.

119

Note 14. Industry Segments

In 1998, the Company adopted the provisions of Statement of Financial Accounting
Standards  No. 131  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  ("SFAS  131").  SFAS 131  establishes  standards for the manner in
which public business enterprises report information about operating segments in
annual  financial  statements  and requires  disclosure of selected  information
about operating  segments in interim  financial  reports issued to shareholders.
SFAS 131 also establishes  standards for related  disclosures about products and
services, geographic areas and major customers. The adoption of SFAS 131 did not
have a material impact on the disclosures of the Company. Prior year information
is  reflected  pursuant  to SFAS  131.  Sales  between  the  Transportation  and
Financial  Services  segments were not material in 1999,  1998 or 1997.  Certain
amounts in prior years' segment information have been reclassified to conform to
the current year  presentation.  Also, the information  reflects the Kansas City
Southern  Railway  operating  company on a  stand-alone  basis.  The  discussion
excludes consideration of any KCSR subsidiaries. See Note 1 for a description of
each segment.

120



Segment Financial Information, dollars in millions, years ended December 31,


                                                                                 FINANCIAL
                                                 TRANSPORTATION                   SERVICES          KCSI
                                         KCSR         Other     Consolidated    Consolidated    Consolidated
                                                                                  
1999
Revenues                              $  545.7     $    55.7    $   601.4        $1,212.3        $1,813.7
Costs and expenses                       425.7          54.7        480.4           658.6         1,139.0
Depreciation and amortization             50.2           6.7         56.9            35.4            92.3
                                      --------     ---------    ---------        --------       ---------
    Operating income (loss)               69.8          (5.7)        64.1           518.3           582.4

Equity in net earnings of
  unconsolidated affiliates                2.9           2.3          5.2            46.7            51.9
Interest expense                         (33.1)        (24.3)       (57.4)           (5.9)          (63.3)
Other, net                                 3.6           1.7          5.3            27.4            32.7
                                      --------     ---------    ---------        --------       ---------
    Pretax income (loss)                  43.2         (26.0)        17.2           586.5           603.7

Income taxes (benefit)                    16.4          (9.4)         7.0           216.1           223.1
Minority interest                           -             -            -             57.3            57.3
                                      -------      --------     --------         --------       ---------
    Net income (loss)                 $   26.8     $   (16.6)   $    10.2        $  313.1       $   323.3
                                      ========     =========    =========        ========       =========

Capital expenditures                  $   97.8     $     8.4    $   106.2        $   50.5       $   156.7
                                      ========     =========    =========        ========       =========


1998
Revenues                              $  551.6     $    61.9    $   613.5        $  670.8        $1,284.3
Costs and expenses                       391.1          51.8        442.9           373.4           816.3
Depreciation and amortization             50.6           6.1         56.7            16.8            73.5
                                      --------     ---------    ---------        --------       ---------
    Operating income                     109.9           4.0        113.9           280.6           394.5

Equity in net earnings (losses) of
  unconsolidated affiliates                2.0          (4.9)        (2.9)           25.8            22.9
Interest expense                         (35.6)        (24.0)       (59.6)           (6.5)          (66.1)
Reduction in ownership of DST               -             -            -            (29.7)          (29.7)
Other, net                                10.7           3.0         13.7            19.1            32.8
                                      --------     ---------    ---------        --------       ---------
    Pretax income (loss)                  87.0         (21.9)        65.1           289.3           354.4

Income taxes (benefit)                    34.0          (6.9)        27.1           103.7           130.8
Minority interest                           -             -            -             33.4            33.4
                                      -------      --------     --------         --------       ---------
    Net income (loss)                 $   53.0     $   (15.0)   $    38.0        $  152.2       $   190.2
                                      ========     =========    =========        ========       =========

Capital expenditures                  $   64.5     $     5.4    $    69.9        $   35.0       $   104.9
                                      ========     =========    =========        ========       =========


1997
Revenues                              $  517.8     $    55.4    $   573.2        $  485.1       $ 1,058.3
Costs and expenses                       383.0          42.8        425.8           254.4           680.2
Depreciation and amortization             54.7           7.4         62.1            13.1            75.2
Restructuring, asset impairment
  and other charges                      163.8          14.2        178.0            18.4           196.4
                                      --------     ---------    ---------        --------       ---------
    Operating income (loss)              (83.7)         (9.0)       (92.7)          199.2           106.5

Equity in net earnings (losses)
  of unconsolidated  affiliates            2.1         (11.8)        (9.7)           24.9            15.2
Interest expense                         (37.9)        (15.4)       (53.3)          (10.4)          (63.7)
Other, net                                 4.5           0.5          5.0            16.2            21.2
                                      --------     ---------    ---------        --------       ---------
    Pretax income (loss)                (115.0)        (35.7)      (150.7)          229.9            79.2

Income taxes (benefit)                    (9.5)         (9.1)       (18.6)           87.0            68.4
Minority interest                          -             -            -              24.9            24.9
                                      -------      --------     --------         --------       ---------
    Net income (loss)                 $ (105.5)    $   (26.6)   $  (132.1)       $  118.0       $   (14.1)
                                      ========     =========    =========        ========       =========

Capital expenditures                  $   67.6     $     9.2    $    76.8        $    5.8       $    82.6
                                      ========     =========    =========        ========       =========


121



Segment Financial Information, dollars in millions, at December 31,

                                                                                  FINANCIAL
                                                 TRANSPORTATION                   SERVICES         KCSI
                                         KCSR         Other     Consolidated    Consolidated   Consolidated
                                                                                 
1999
ASSETS
   Current assets                      $  165.6    $    42.9     $   208.5       $  525.0       $   733.5
   Investments                             33.0        304.1         337.1          474.1           811.2
   Properties, net                      1,180.6         96.8       1,277.4           70.4         1,347.8
   Intangible assets, net                   5.2         29.2          34.4          162.0           196.4
                                       --------    ---------     ---------       --------       ---------
      Total                            $1,384.4    $   473.0     $ 1,857.4       $1,231.5       $ 3,088.9
                                       ========    =========     =========       ========       =========

LIABILITIES AND
  STOCKHOLDERS' EQUITY
   Current liabilities                 $  203.3    $    50.9     $   254.2       $  162.5       $   416.7
   Long-term debt                         424.4        325.6         750.0            -             750.0
   Deferred income taxes                  280.9         16.5         297.4          151.8           449.2
   Other                                   71.7         15.6          87.3          102.6           189.9
   Net worth                              404.1         64.4         468.5          814.6         1,283.1
                                       --------    ---------     ---------       --------       ---------
      Total                            $1,384.4    $   473.0     $ 1,857.4       $1,231.5       $ 3,088.9
                                       ========    =========     =========       ========       =========


1998
ASSETS
   Current assets                      $  173.3    $    36.9     $   210.2       $  259.3       $   469.5
   Investments                             28.2        299.7         327.9          379.2           707.1
   Properties, net                      1,135.2         94.1       1,229.3           37.4         1,266.7
   Intangible assets, net                   5.2         24.2          29.4          147.0           176.4
                                       --------    ---------     ---------       --------       ---------
      Total                            $1,341.9    $   454.9     $ 1,796.8       $  822.9       $ 2,619.7
                                       ========    =========     =========       ========       =========

LIABILITIES AND
  STOCKHOLDERS' EQUITY
   Current liabilities                 $  174.5    $    50.6     $   225.1       $   71.1       $   296.2
   Long-term debt                         445.5        363.5         809.0           16.6           825.6
   Deferred income taxes                  272.7         12.5         285.2          118.4           403.6
   Other                                   73.1         13.4          86.5           76.6           163.1
   Net worth                              376.1         14.9         391.0          540.2           931.2
                                       --------    ---------     ---------       --------       ---------
      Total                            $1,341.9    $   454.9     $ 1,796.8       $  822.9       $ 2,619.7
                                       ========    =========     =========       ========       =========


1997
ASSETS
   Current assets                      $  159.7    $    19.2     $   178.9       $  194.2       $   373.1
   Investments                             31.1        304.3         335.4          348.1           683.5
   Properties, net                      1,123.9         93.9       1,217.8            9.4         1,227.2
   Intangible assets, net                   6.5         23.0          29.5          120.9           150.4
                                       --------    ---------     ---------       --------       ---------
      Total                            $1,321.2    $   440.4     $ 1,761.6       $  672.6       $ 2,434.2
                                       ========    =========     =========       ========       =========

LIABILITIES AND
  STOCKHOLDERS' EQUITY
   Current liabilities                 $  254.0    $   120.1     $   374.1       $   63.4       $   437.5
   Long-term debt                         442.4        279.4         721.8           84.1           805.9
   Deferred income taxes                  232.8         (7.6)        225.2          107.0           332.2
   Other                                   76.6         13.9          90.5           69.8           160.3
   Net worth                              315.4         34.6         350.0          348.3           698.3
                                       --------    ---------     ---------       --------       ---------
Total                                  $1,321.2    $   440.4     $ 1,761.6       $  672.6       $ 2,434.2
                                       ========    =========     =========       ========       =========



122


Note 15. Quarterly Financial Data (Unaudited)


(in millions, except per share amounts):
                                                                             1999

                                                  Fourth             Third           Second             First
                                                  Quarter           Quarter          Quarter           Quarter
                                                -----------      -----------       -----------      ----------
                                                                                        
Revenues                                        $    537.3       $     460.3       $     430.9      $     385.2
Costs and expenses                                   334.3             288.8             273.4            242.5
Depreciation and amortization                         24.8              24.1              22.3             21.1
                                                ----------       -----------       -----------      -----------
     Operating income                                178.2             147.4             135.2            121.6

Equity in net earnings (losses) of unconsolidated affiliates:
     DST                                              12.0              10.9              10.8             10.7
     Grupo TFM                                        (3.3)              3.8               0.5              0.5
     Other                                             0.8               2.0               2.1              1.1
Interest expense                                     (17.6)            (15.4)            (15.3)           (15.0)
Other, net                                            11.0              10.6               5.3              5.8
                                                ----------       -----------       -----------      -----------
     Pretax income                                   181.1             159.3             138.6            124.7

Income taxes                                          71.1              57.3              49.8             44.9
Minority interest                                     18.7              14.7              12.7             11.2
                                                ----------       -----------       -----------      -----------
     Net income                                       91.3              87.3              76.1             68.6

Other comprehensive income (loss), net of tax:
     Unrealized gain (loss) on securities             34.1             (12.3)             17.4             (0.8)
     Less: reclassification adjustment for
           gains included in net income               (0.4)             (3.3)             (0.4)            (0.3)
                                                ----------       -----------       -----------      -----------

     Comprehensive income                       $    125.0       $      71.7       $      93.1      $      67.5
                                                ==========       ===========       ===========      ===========

Earnings per share:
     Basic                                      $     0.83       $      0.79       $     0.69       $      0.62
                                                ==========       ===========       ==========       ===========

     Diluted                                    $     0.78       $      0.75       $     0.66       $      0.60
                                                ==========       ===========       ==========       ===========

Dividends per share:
     Preferred                                  $      .25       $       .25       $      .25       $       .25
     Common                                     $      .04       $       .04       $      .04       $       .04

Stock Price Ranges:
     Preferred    - High                        $   16.000       $    16.250       $   16.500       $    16.250
                  - Low                             14.000            13.500           13.750            14.875

     Common       - High                            75.000            65.938           66.438            57.375
                  - Low                             37.500            43.313           50.250            43.313


123


Fourth quarter 1998 includes a one-time pretax non-cash charge of  approximately
36.0 million  ($23.2  million  after-tax,  or $0.21 per share)  arising from the
merger of a wholly-owned  DST  subsidiary  with USCS.  This charge  reflects the
Company's  reduced  ownership of DST (from 41% to approximately  32%),  together
with the Company's  proportionate  share of DST and USCS fourth quarter  related
merger costs. See detail discussion in Notes 3 and 6.



(in millions, except per share amounts):
                                                                             1998

                                                  Fourth             Third           Second             First
                                                  Quarter           Quarter          Quarter           Quarter
                                                -----------      -----------       -----------      ----------
                                                                                        
Revenues                                        $    331.8       $     334.2       $     322.6      $     295.7
Costs and expenses                                   217.4             210.1             200.3            188.5
Depreciation and amortization                         20.1              18.7              17.9             16.8
                                                ----------       -----------       -----------      -----------
     Operating income                                 94.3             105.4             104.4             90.4

Equity in net earnings (losses) of unconsolidated affiliates:
     DST                                               1.6               7.7               7.5              7.5
     Grupo TFM                                         0.2               1.8              (2.1)            (3.1)
     Other                                             0.1               0.8               0.5              0.4
Interest expense                                     (15.4)            (17.1)            (16.2)           (17.4)
Reduction in ownership of DST                        (29.7)               -                 -                -
Other, net                                             6.8               4.2              15.2              6.6
                                                ----------       -----------       -----------      -----------
     Pretax income                                    57.9             102.8             109.3             84.4

Income taxes                                          20.2              38.2              40.9             31.5
Minority interest                                      7.6               9.4               9.7              6.7
                                                ----------       -----------       -----------      -----------
     Net income                                       30.1              55.2              58.7             46.2

Other comprehensive income (loss), net of tax:
     Unrealized gain (loss) on securities              8.2             (27.0)             13.0             30.1
     Less: reclassification adjustment for
        (gains) losses included in net income            -                -                 -              (0.2)
                                                -----------      -----------       -----------      -----------

     Comprehensive income                       $     38.3       $      28.2       $      71.7      $      76.1
                                                ==========       ===========       ===========      ===========

Earnings per share:
     Basic                                      $     0.27       $      0.50       $      0.54      $      0.43
                                                ==========       ===========       ===========      ===========

     Diluted                                    $     0.25       $      0.49       $      0.51      $      0.41
                                                ==========       ===========       ===========      ===========

Dividends per share:
     Preferred                                  $      .25       $       .25       $      .25       $       .25
     Common                                     $      .04       $       .04       $      .04       $       .04

Stock Price Ranges:
     Preferred    - High                        $   17.000       $    17.750       $   18.000       $    18.000
                  - Low                             14.000            15.250           16.000            16.625

     Common       - High                            49.563            57.438           49.813            46.000
                  - Low                             23.000            29.000           39.625            26.250


124

Note 16. Subsequent Events

Re-capitalization  of the  Company's  Debt  Structure.  In  preparation  for the
Separation,  the  Company  re-capitalized  its debt  structure  in January  2000
through a series of transactions as follows:

Bond Tender and Other Debt Repayment. On December 6, 1999, KCSI commenced offers
to  purchase  and  consent  solicitations  with  respect  to any  and all of the
Company's  outstanding  7.875% Notes due July 1, 2002, 6.625% Notes due March 1,
2005,  8.8% Debentures due July 1, 2022, and 7% Debentures due December 15, 2025
(collectively "Debt Securities" or "notes and debentures").

Approximately  $398.4 million of the $400 million  outstanding  Debt  Securities
were validly tendered and accepted by the Company.  Total consideration paid for
the repurchase of these  outstanding  notes and  debentures was $401.2  million.
Funding for the  repurchase  of these Debt  Securities  and for the repayment of
$264 million of borrowings under then existing  revolving credit  facilities was
obtained  from two new credit  facilities  (the "KCS  Credit  Facility"  and the
"Stilwell Credit Facility",  or collectively "New Credit  Facilities"),  each of
which was entered  into on January 11,  2000.  These New Credit  Facilities,  as
described further below, provide for total commitments of $950 million.

In first  quarter  2000,  the Company will report an  extraordinary  loss on the
extinguishment  of the  Company's  notes and  debentures of  approximately  $5.9
million, net of income taxes.

KCS Credit Facility.  The KCS Credit Facility provides for a total commitment of
$750 million,  comprised of three separate term loans totaling $600 million with
$200 million due January 11,  2001,  $150 million due December 30, 2005 and $250
million due December 30, 2006 and a revolving  credit  facility  available until
January 11, 2006 ("KCS Revolver").  The availability under the KCS Revolver will
initially  be $150  million and will be reduced to $100  million on the later of
January 2, 2001 and the  expiration  date with  respect to the Grupo TFM Capital
Contribution  Agreement.  Letters  of credit  are also  available  under the KCS
Revolver up to a limit of $90 million.  Borrowings under the KCS Credit Facility
are secured by substantially all of the Transportation segment's assets.

On January 11, 2000,  KCSR  borrowed the full amount ($600  million) of the term
loans and used the proceeds to repurchase the Debt Securities, retire other debt
obligations and pay related fees and expenses.  No funds were initially borrowed
under the KCS Revolver. Proceeds of future borrowings under the KCS Revolver are
to be used for working  capital and for other general  corporate  purposes.  The
letters of credit under the KCS  Revolver are to be used to support  obligations
in connection with the Grupo TFM Capital Contribution Agreement ($15 million may
be used for general corporate purposes).

Interest on the outstanding  loans under the KCS Credit Facility shall accrue at
a rate per annum based on the London  interbank  offered  rate  ("LIBOR") or the
prime rate, as the Company shall select.  Each loan shall accrue interest at the
selected rate plus the applicable  margin,  which will be determined by the type
of loan.  Until the term loan maturing in 2001 is repaid in full, the term loans
maturing  in 2001 and 2005 and all  loans  under the KCS  Revolver  will have an
applicable  margin of 2.75% per annum for LIBOR priced loans and 1.75% per annum
for prime  rate  priced  loans and the term loan  maturing  in 2006 will have an
applicable  margin of 3.00% per annum for LIBOR priced loans and 2.00% per annum
for prime rate based  loans.  The  interest  rate with  respect to the term loan
maturing  in 2001 is also  subject to 0.25% per annum  interest  rate  increases
every three  months  until such term loan is paid in full,  at which  time,  the
applicable  margins for all other loans will be reduced and may fluctuate  based
on the  leverage  ratio of the  Company  at that time.

125

The KCS Credit Facility requires the payment to the banks of a commitment fee of
0.50%  per  annum on the  average  daily,  unused  amount  of the KCS  Revolver.
Additionally  a fee equal to a per annum rate equal to 0.25% plus the applicable
margin  for LIBOR  priced  revolving  loans will be paid on any letter of credit
issued under the KCS Credit Facility.  The KCS Credit Facility  contains certain
covenants,  among others, as follows: i) restricts the payment of cash dividends
to common stockholders;  ii) limits annual capital  expenditures;  iii) requires
hedging instruments with respect to at least 50% of the outstanding  balances of
each of the term loans maturing in 2005 and 2006 to mitigate  interest rate risk
associated with the new variable rate debt; and iv) provides  leverage ratio and
interest  coverage ratio  requirements  typical of this type of debt instrument.
These covenants,  along with other provisions could restrict maximum utilization
of  the  facility.   Issue  costs  relating  to  the  KCS  Credit   Facility  of
approximately  $17.6  million  were  deferred  and  will be  amortized  over the
respective term of the loans.

In accordance  with the  provision  requiring the Company to manage its interest
rate risk through  hedging  activity,  in first quarter 2000 the Company entered
into five separate interest rate cap agreements for an aggregate notional amount
of $200 million  expiring on various  dates in 2002.  The interest rate caps are
linked to LIBOR. $100 million of the aggregate notional amount provides a cap on
the Company's  interest  rate of 7.25% plus the  applicable  spread,  while $100
million   limits  the  interest   rate  to  7%  plus  the   applicable   spread.
Counterparties   to  the  interest  rate  cap  agreements  are  major  financial
institutions who also participate in the New Credit Facilities. Credit loss from
counterparty non-performance is not anticipated.

Stilwell  Credit  Facility.  On January 11, 2000,  KCSI also arranged a new $200
million 364-day senior unsecured competitive  Advance/Revolving  Credit Facility
("Stilwell Credit Facility"). KCSI borrowed $125 million under this facility and
used the proceeds to retire debt  obligations as discussed  above.  Stilwell has
assumed this credit facility,  including the $125 million  borrowed  thereunder,
and  upon  completion  of  the  Separation,  KCSI  will  be  released  from  all
obligations thereunder. Stilwell repaid the $125 million in March 2000.

Two  borrowing  options are  available  under the Stilwell  Credit  Facility:  a
competitive  advance  option,  which is uncommitted,  and a committed  revolving
credit  option.  Interest on the  competitive  advance  option is based on rates
obtained  from bids as  selected by Stilwell  in  accordance  with the  lender's
standard competitive auction procedures. Interest on the revolving credit option
accrues based on the type of loan (e.g., Eurodollar, Swingline, etc.) with rates
computed using LIBOR plus 0.35% per annum or, alternatively,  the highest of the
prime  rate,  the  Federal  Funds  Effective  Rate  plus  0.005%,  and the  Base
Certificate of Deposit Rate plus 1%.

The Stilwell  Credit  Facility  includes a facility fee of 0.15% per annum and a
utilization  fee of 0.125%  on the  amount of the  outstanding  loans  under the
facility for each day on which the aggregate  utilization of the Stilwell Credit
Facility  exceeds  33% of the  aggregate  commitments  of the  various  lenders.
Additionally,  the Stilwell Credit Facility  contains,  among other  provisions,
various  financial  covenants,  which could restrict maximum  utilization of the
Stilwell  Credit  Facility.  Stilwell may assign or delegate all or a portion of
its rights and obligations  under the Stilwell Credit Facility to one or more of
its domestic subsidiaries.


Sale of  Janus  Stock.  In first  quarter  2000,  Stilwell  sold to  Janus,  for
treasury, 192,408 shares of Janus common stock and such shares will be available
for awards under Janus'  recently  adopted Long Term Incentive  Plan.  Janus has
agreed that for as long as it has  available  shares of Janus  common  stock for
grant  under that plan,  it will not award  phantom  stock,  stock  appreciation
rights or similar rights. The sale of these shares resulted in an after-tax gain
of  approximately  $15.7  million,  and  together  with the issuance by Janus of
approximately  35,000 shares of restricted stock in first quarter 2000,  reduced
Stilwell's ownership to approximately 81.5%.

126

Litigation  Settlement.  In January 2000,  Stilwell  received  approximately $44
million in connection with the settlement of a legal dispute related to a former
equity  investment.  The settlement  agreement  resolves all outstanding  issues
related to this former equity investment.  In first quarter 2000,  Stilwell will
recognize an  after-tax  gain of  approximately  $26 million as a result of this
settlement.


Dividends  Suspended  for KCSI Common  Stock.  During first  quarter  2000,  the
Company's  Board  of  Directors  announced  that,  based  upon a  review  of the
Company's  dividend  policy  in  conjunction  with  the  New  Credit  Facilities
discussed  above  and in light of the  anticipated  Separation,  it  decided  to
suspend the Common stock  dividend of KCSI under the  existing  structure of the
Company.  This  complies  with  the  terms  and  covenants  of  the  New  Credit
Facilities.  Subsequent  to the  Separation,  the  separate  Boards  of KCSI and
Stilwell will determine the  appropriate  dividend  policy for their  respective
companies.



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.



127



                              Part III

The Company has incorporated by reference certain responses to the Items of this
Part III pursuant to Rule 12b-23 under the Exchange Act and General  Instruction
G(3) to Form 10-K.  The  Company's  definitive  proxy  statement  for the annual
meeting of stockholders  scheduled for June 15, 2000 ("Proxy Statement") will be
filed no later than 120 days after December 31, 1999.

Item 10.   Directors and Executive Officers of the Company

(a)     Directors of the Company

The  information  set forth in response to Item 401 of Regulation  S-K under the
heading "Proposal 1 - Election of Two Directors" and "The Board of Directors" in
the Company's  Proxy  Statement is  incorporated  herein by reference in partial
response to this Item 10.

(b)     Executive Officers of the Company

The  information  set  forth in  response  to Item 401 of  Regulation  S-K under
"Executive  Officers of the Company," an unnumbered  Item in Part I (immediately
following Item 4, Submission of Matters to a Vote of Security Holders),  of this
Form 10-K is incorporated  herein by reference in partial  response to this Item
10.

The  information  set forth in response to Item 405 of Regulation  S-K under the
heading  "Section  16(a) of Beneficial  Ownership  Reporting  Compliance" in the
Company's  Proxy  Statement  is  incorporated  herein by  reference  in  partial
response to this Item 10.


Item 11.          Executive Compensation

The  information  set  forth in  response  to Item 402 of  Regulation  S-K under
"Management Compensation" and "Compensation of Directors" in the Company's Proxy
Statement,  (other than The Compensation  and  Organization  Committee Report on
Executive  Compensation  and the Stock  Performance  Graph),  is incorporated by
reference in response to this Item 11.


Item 12.          Security Ownership of Certain Beneficial Owners and Management

The  information  set forth in response to Item 403 of Regulation  S-K under the
heading  "Principal  Stockholders and Stock Owned  Beneficially by Directors and
Certain  Executive   Officers"  in  the  Company's  Proxy  Statement  is  hereby
incorporated by reference in response to this Item 12.

The Company has no knowledge of any  arrangement the operation of which may at a
subsequent date result in a change of control of the Company.


Item 13.          Certain Relationships and Related Transactions

None

128
                                       Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     List of Documents filed as part of this Report

(1)     Financial Statements

The  financial  statements  and  related  notes,  together  with the  report  of
PricewaterhouseCoopers  LLP  dated  March  16,  2000,  appear in Part II Item 8,
Financial Statements and Supplementary Data, of this Form 10-K.

(2)     Financial Statement Schedules

The  schedules  and  exhibits  for  which  provision  is made in the  applicable
accounting  regulation of the Securities and Exchange  Commission appear in Part
II Item 8,  Financial  Statements  and  Supplementary  Data,  under the Index to
Financial Statements of this Form 10-K.

(3)  List of Exhibits

(a)     Exhibits

The Company has  incorporated by reference  herein certain exhibits as specified
below pursuant to Rule 12b-32 under the Exchange Act.

(2)  Plan of acquisition, reorganization, arrangement, liquidation or succession
        (Inapplicable)

(3)     Articles of Incorporation and Bylaws

        Articles of Incorporation

        3.1       Exhibit  4 to  Company's  Registration  Statement  on Form S-8
                  originally  filed  September  19,  1986  (Commission  File No.
                  33-8880),  Certificate of Incorporation as amended through May
                  14, 1985, is hereby incorporated by reference as Exhibit 3.1

        3.2       Exhibit  4.1 to  Company's  Current  Report  on Form 8-K dated
                  October 1, 1993 (Commission  File No. 1-4717),  Certificate of
                  Designation  dated  September 29, 1993  Establishing  Series B
                  Convertible  Preferred  Stock,  par  value  $1.00,  is  hereby
                  incorporated by reference as Exhibit 3.2

        3.3       Exhibit 3.1 to  Company's  Form 10-K for the fiscal year ended
                  December 31, 1994 (Commission  File No. 1-4717),  Amendment to
                  Company's  Certificate of  Incorporation  to set par value for
                  common  stock and  increase  the number of  authorized  common
                  shares dated May 6, 1994, is hereby  incorporated by reference
                  as Exhibit 3.3

        3.4       Exhibit 3.4 to  Company's  Form 10-K for the fiscal year ended
                  December  31,  1996  (Commission  File  No.  1-4717),  Amended
                  Certificate  of  Designation  Establishing  the New  Series  A
                  Preferred Stock,  par value $1.00,  dated November 7, 1995, is
                  hereby incorporated by reference as Exhibit 3.4


129

        3.5       Exhibit 3.5 to  Company's  Form 10-K for the fiscal year ended
                  December  31,  1996   (Commission   File  No.   1-4717),   The
                  Certificate  of Amendment  dated May 12, 1987 of the Company's
                  Certificate of Incorporation  adding the Sixteenth  paragraph,
                  is hereby incorporated by reference as Exhibit 3.5

        Bylaws

        3.6       Exhibit 3.6 to  Company's  Form 10-K for the fiscal year ended
                  December 31, 1998 (Commission File No. 1-4717),  The Company's
                  By-Laws, as amended and restated September 17, 1998, is hereby
                  incorporated by reference as Exhibit 3.6


(4)     Instruments Defining the Right of Security Holders, Including Indentures

        4.1       The Fourth, Seventh,  Eighth, Twelfth,  Thirteenth,  Fifteenth
                  and   Sixteenth   paragraphs   of   Exhibit   3.1  hereto  are
                  incorporated by reference as Exhibit 4.1

        4.2       Article I, Sections 1,3 and 11 of Article II, Article V and
                  Article VIII of Exhibit 3.6 hereto are incorporated by
                  reference as Exhibit 4.2

        4.3       The  Certificate  of  Designation  dated  September  29,  1993
                  establishing  Series B Convertible  Preferred Stock, par value
                  $1.00,   which  is   attached   hereto  as  Exhibit   3.2,  is
                  incorporated by reference as Exhibit 4.3

        4.4       The Amended  Certificate of Designation dated November 7, 1995
                  establishing  the New  Series A  Preferred  Stock,  par  value
                  $1.00,   which  is   attached   hereto  as  Exhibit   3.4,  is
                  incorporated by reference as Exhibit 4.4

        4.5       The Indenture,  dated July 1, 1992 between the Company and The
                  Chase  Manhattan Bank (the  "Indenture")  which is attached as
                  Exhibit 4 to Company's  Shelf  Registration of $300 million of
                  Debt  Securities  on Form S-3 filed June 19, 1992  (Commission
                  File No.  33-47198) and as Exhibit 4(a) to the Company's  Form
                  S-3  filed  March  29,  1993  (Commission  File No.  33-60192)
                  registering  $200  million  of  Debt  Securities,   is  hereby
                  incorporated by reference as Exhibit 4.5

        4.5.1     Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  between the Company  and The Chase  Manhattan  Bank
                  dated  July 1,  1992 (the  "Indenture")  with  respect  to the
                  7.875%  Notes  Due  July  1,  2002  issued   pursuant  to  the
                  Indenture, is attached to this Form 10-K as Exhibit 4.5.1

        4.5.2     Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  dated July 1, 1992 with respect to the 6.625% Notes
                  Due  March  1,  2005  issued  pursuant  to the  Indenture,  is
                  attached to this Form 10-K as Exhibit 4.5.2

        4.5.3     Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  dated  July  1,  1992  with  respect  to  the  8.8%
                  Debentures Due July 1, 2022 issued  pursuant to the Indenture,
                  is attached to this Form 10-K as Exhibit 4.5.3

        4.5.4     Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture dated July 1, 1992 with respect to the 7% Debentures
                  Due December  15, 2025 issued  pursuant to the  Indenture,  is
                  attached to this Form 10-K as Exhibit 4.5.4

130

        4.6       Exhibit  99 to  Company's  Form 8-A  dated  October  24,  1995
                  (Commission File No. 1-4717),  which is the Stockholder Rights
                  Agreement  by and between  the  Company  and Harris  Trust and
                  Savings  Bank  dated  as of  September  19,  1995,  is  hereby
                  incorporated by reference as Exhibit 4.6

(9)     Voting Trust Agreement
        (Inapplicable)

(10)    Material Contracts

        10.1      Exhibit I to  Company's  Form 10-K for the  fiscal  year ended
                  December 31, 1987 (Commission  File No. 1-4717),  The Director
                  Indemnification Agreement, is hereby incorporated by reference
                  as Exhibit 10.1

        10.2      Exhibit B to Company's  Definitive  Proxy  Statement  for 1987
                  Annual  Stockholder  Meeting dated April 6, 1987, The Director
                  Indemnification Agreement, is hereby incorporated by reference
                  as Exhibit 10.2

10.3              The  Indenture,  dated July 1, 1992,  to a $300 million  Shelf
                  Registration  of Debt  Securities and to a $200 million Medium
                  Term  Notes   Registration  of  Debt   Securities,   which  is
                  incorporated  by  reference  as Exhibit 4.5 hereto,  is hereby
                  incorporated by reference as Exhibit 10.3

        10.3.1    Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  between the Company  and The Chase  Manhattan  Bank
                  dated  July 1,  1992 (the  "Indenture")  with  respect  to the
                  7.875%  Notes  Due  July  1,  2002  issued   pursuant  to  the
                  Indenture,  which is  attached  to this Form  10-K as  Exhibit
                  4.5.1 is hereby incorporated by reference as Exhibit 10.3.1

        10.3.2    Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  dated July 1, 1992 with respect to the 6.625% Notes
                  Due March 1, 2005 issued  pursuant to the Indenture,  which is
                  attached  to  this  Form  10-K  as  Exhibit  4.5.2  is  hereby
                  incorporated by reference as Exhibit 10.3.2

        10.3.3    Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture  dated  July  1,  1992  with  respect  to  the  8.8%
                  Debentures Due July 1, 2022 issued  pursuant to the Indenture,
                  which is attached to this Form 10-K as Exhibit 4.5.3 is hereby
                  incorporated by reference as Exhibit 10.3.3

        10.3.4    Supplemental   Indenture   dated  December  17,  1999  to  the
                  Indenture dated July 1, 1992 with respect to the 7% Debentures
                  Due December 15, 2025 issued pursuant to the Indenture,  which
                  is  attached  to this  Form  10-K as  Exhibit  4.5.4 is hereby
                  incorporated by reference as Exhibit 10.23

        10.4      Exhibit H to  Company's  Form 10-K for the  fiscal  year ended
                  December 31, 1987  (Commission  File No. 1-4717),  The Officer
                  Indemnification Agreement, is hereby incorporated by reference
                  as Exhibit 10.4

        10.5      Exhibit 10.1 to Company's Form 10-Q for the period ended March
                  31,  1997  (Commission  File  No.  1-4717),  The  Kansas  City
                  Southern  Railway  Company  Directors'  Deferred  Fee  Plan as
                  adopted  August 20, 1982 and the amendment  thereto  effective
                  March  19,  1997 to  such  plan,  is  hereby  incorporated  by
                  reference as Exhibit 10.5
131

        10.6      Exhibit 10.4 to Company's  Form 10-K for the fiscal year ended
                  December 31, 1990 (Commission File No. 1-4717), Description of
                  the  Company's  1991  incentive  compensation  plan, is hereby
                  incorporated by reference as Exhibit 10.6

        10.7      Exhibit  10.1 to the  Company's  Form  10-Q for the  quarterly
                  period  ended  June 30,  1997  (Commission  File No.  1-4717),
                  Five-Year  Competitive  Advance and Revolving  Credit Facility
                  Agreement  dated May 2, 1997,  by and  between the Company and
                  the lenders named therein, is hereby incorporated by reference
                  as Exhibit 10.7

        10.8      Exhibit 10.4 in the DST Systems, Inc.  Registration  Statement
                  on Form S-1 dated October 30, 1995,  as amended  (Registration
                  No. 33-96526), Tax Disaffiliation Agreement, dated October 23,
                  1995,  by and between the Company and DST  Systems,  Inc.,  is
                  hereby incorporated by reference as Exhibit 10.8

        10.9      Exhibit 10.6 to the DST Systems,  Inc.  Annual  Report on Form
                  10-K for the year ended December 31, 1995 (Commission File No.
                  1-14036), the 1995 Restatement of The Employee Stock Ownership
                  Plan and Trust Agreement,  is hereby incorporated by reference
                  as Exhibit 10.9

        10.10     Exhibit 4.1 to the DST Systems, Inc. Registration Statement on
                  Form S-1 dated October 30, 1995, as amended  (Registration No.
                  33-96526), The Registration Rights Agreement dated October 24,
                  1995 by and between DST  Systems,  Inc.  and the  Company,  is
                  hereby incorporated by reference as Exhibit 10.10

        10.10.1   Exhibit 4.15.1 to the DST Systems,  Inc.  Quarterly  Report on
                  Form 10-Q for the quarter ended June 30, 1999 (Commission File
                  No.   1-14036),   First  Amendment  to   Registration   Rights
                  Agreement,  dated June 30,  1999,  by and between DST Systems,
                  Inc. and the Company,  is hereby  incorporated by reference as
                  Exhibit 10.10.1

        10.10.2   Exhibit 4.15.2 to the DST Systems, Inc. Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1999 (Commission File
                  No. 1-14036), Assignment, Consent and Acceptance Agreement,
                  dated August 10, 1999, by and between DST Systems, Inc., the
                  Company and Stilwell Financial, Inc., is hereby incorporated
                  by reference as Exhibit 10.10.2

        10.11     Exhibit  10.18 to  Company's  Form  10-K  for the  year  ended
                  December  31, 1996  (Commission  File No.  1-4717),  Directors
                  Deferred  Fee Plan,  adopted  August  20,  1982,  amended  and
                  restated February 1, 1997, is hereby incorporated by reference
                  as Exhibit 10.11

        10.12     Exhibit  10.1 to the  Company's  Form  10-Q for the  quarterly
                  period  ended  June 30,  1999  (Commission  File No.  1-4717),
                  Kansas  City  Southern  Industries,   Inc.  1991  Amended  and
                  Restated Stock Option and  Performance  Award Plan, as amended
                  and  restated   effective  as  of  May  6,  1999,   is  hereby
                  incorporated by reference as Exhibit 10.12

        10.13     Exhibit  10.20 to  Company's  Form  10-K  for the  year  ended
                  December 31, 1997  (Commission  File No.  1-4717),  Employment
                  Agreement,  as amended and restated September 18, 1997, by and
                  between  the   Company   and  Landon  H.   Rowland  is  hereby
                  incorporated by reference as Exhibit 10.13

132

        10.14     Exhibit  10.15 to  Company's  Form  10-K  for the  year  ended
                  December 31, 1998  (Commission  File No.  1-4717),  Employment
                  Agreement,  as amended and  restated  January 1, 1999,  by and
                  between the Company,  The Kansas City Southern Railway Company
                  and Michael R. Haverty, is hereby incorporated by reference as
                  Exhibit 10.14

        10.15     Exhibit  10.16 to  Company's  Form  10-K  for the  year  ended
                  December 31, 1998  (Commission  File No.  1-4717),  Employment
                  Agreement,  as amended and  restated  January 1, 1999,  by and
                  between  the   Company   and  Joseph  D.   Monello  is  hereby
                  incorporated by reference as Exhibit 10.15

        10.16     Exhibit  10.17 to  Company's  Form  10-K  for the  year  ended
                  December 31, 1998  (Commission  File No.  1-4717),  Employment
                  Agreement,  as amended and  restated  January 1, 1999,  by and
                  between  the  Company  and  Danny  R.   Carpenter   is  hereby
                  incorporated by reference as Exhibit 10.16

        10.17     Exhibit 10.18 to Company's Form 10-K for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Kansas City
                  Southern Industries, Inc. Executive Plan, as amended and
                  restated effective November 17, 1998, is hereby incorporated
                  by reference as Exhibit 10.17

        10.18     Exhibit 10.19 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Stock Purchase
                  Agreement, dated April 13, 1984, by and among Kansas City
                  Southern Industries, Inc., Thomas H. Bailey, William C.
                  Mangus, Bernard E. Niedermeyer III, Michael Stolper, and Jack
                  R.Thompson is hereby incorporated by reference as
                  Exhibit 10.18

        10.18.1   Exhibit 10.19.1 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Amendment to
                  Stock Purchase Agreement, dated January 4, 1985, by and among
                  Kansas City Southern Industries, Inc., Thomas H. Bailey,
                  Bernard E. Niedermeyer III, Michael Stolper, and Jack R.
                  Thompson is hereby incorporated by reference as
                  Exhibit 10.18.1

        10.18.2   Exhibit 10.19.2 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Second
                  Amendment to Stock Purchase Agreement, dated March 18, 1988,
                  by and among Kansas City Southern Industries, Inc., Thomas H.
                  Bailey, Michael Stolper, and Jack R. Thompson is hereby
                  incorporated by reference as Exhibit 10.18.2

        10.18.3   Exhibit 10.19.3 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Third
                  Amendment to Stock Purchase Agreement, dated February 5, 1990,
                  by and among Kansas City Southern Industries, Inc., Thomas H.
                  Bailey, Michael Stolper, and Jack R. Thompson is hereby
                  incorporated by reference as Exhibit 10.18.3

        10.18.4   Exhibit 10.19.4 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Fourth
                  Amendment to Stock Purchase Agreement, dated January 1, 1991,
                  by and among Kansas City Southern Industries, Inc., Thomas H.
                  Bailey, Michael Stolper, and Jack R. Thompson is hereby
                  incorporated by reference as Exhibit 10.18.4

133

        10.18.5   Exhibit 10.19.5 to Company's Form 10-K/A for the year ended
                  December 31, 1998 (Commission File No. 1-4717), Assignment and
                  Assumption Agreement and Fifth Amendment to Stock Purchase
                  Agreement, dated November 19, 1999, by and among Kansas City
                  Southern Industries, Inc., Stilwell Financial, Inc., Thomas
                  H. Bailey and Michael Stolper is hereby incorporated by
                  reference as Exhibit 10.19.5

        10.19     Credit Agreement dated as of January 11, 2000 among Kansas
                  City Southern Industries, Inc., The Kansas City Southern
                  Railway Company and the lenders named therein, is attached to
                  this Form 10-K as Exhibit 10.19

        10.20     364-day Competitive Advance and Revolving Credit Facility
                  Agreement dated as of January 11, 2000 among Kansas City
                  Southern Industries, Inc. and the lenders named therein, is
                  attached to this Form 10-K as Exhibit 10.20

        10.21     Assignment, Assumption and Amendment Agreement dated as of
                  January 11, 2000, among Kansas City Southern Industries, Inc.,
                  Stilwell Financial, Inc. and The Chase Manhattan Bank, as
                  agent for the lenders named in the 364-day Competitive
                  Advance and Revolving Credit Facility Agreement, which is
                  attached to this Form 10-K as Exhibit 10.20, is attached to
                  this Form 10-K as Exhibit 10.21

(11)    Statement Re Computation of Per Share Earnings
        (Inapplicable)

(12)    Statements Re Computation of Ratios

        12.1      The Computation of Ratio of Earnings to Fixed Charges prepared
                  pursuant to Item  601(b)(12) of Regulation  S-K is attached to
                  this Form 10-K as Exhibit 12.1

(13)    Annual Report to Security Holders, Form 10-Q or Quarterly Report to
        Security Holders
        (Inapplicable)

(16)    Letter Re Change in Certifying Accountant
        (Inapplicable)

(18)    Letter Re Change in Accounting Principles
        (Inapplicable)

(21)    Subsidiaries of the Company

        21.1      The list of the Subsidiaries of the Company prepared  pursuant
                  to Item  601(b)(21) of Regulation S-K is attached to this Form
                  10-K as Exhibit 21.1

(22)    Published Report Regarding Matters Submitted to Vote of Security Holders
        (Inapplicable)

(23)    Consents of Experts and Counsel

        23.1      The Consent of Independent  Accountants  prepared  pursuant to
                  Item  601(b)(23)  of  Regulation  S-K is attached to this Form
                  10-K as Exhibit 23.1

(24)    Power of Attorney
        (Inapplicable)


134


(27)    Financial Data Schedule

        27.1      The  Financial  Data  Schedule   prepared   pursuant  to  Item
                  601(b)(27) of Regulation  S-K is attached to this Form 10-K as
                  Exhibit 27.1

(28)    Information from Reports Furnished to State Insurance Regulatory
        Authorities
        (Inapplicable)

(99)    Additional Exhibits

        99.1      The  consolidated  financial  statements of DST Systems,  Inc.
                  (including  the notes  thereto  and the Report of  Independent
                  Accountants  thereon)  set  forth  under  Item  8 of  the  DST
                  Systems,  Inc.  Annual  Report on Form 10-K for the year ended
                  December 31, 1999  (Commission  File No.  1-14036),  as listed
                  under  Item  14(a)(2)  herein,  are  hereby   incorporated  by
                  reference as Exhibit 99.1



(b)  Reports on Form 8-K

        The Company filed a Current  Report on Form 8-K dated  December 6, 1999,
        reporting   the   commencement   of  cash  tender   offers  and  consent
        solicitations  for the Company's  outstanding  $400 million in Notes and
        Debentures. The Form 8-K also reported that the Company received tenders
        and  requisite  consents from the holders of more than a majority of the
        outstanding  aggregate  principal amount of each series of its Notes and
        Debentures.

        The Company  filed a Current  Report on Form 8-K dated January 10, 2000,
        reporting the setting of the purchase price and total  consideration for
        the bond  consents,  as well as the  successful  completion  of the bond
        tenders and solicitations.

        The Company  filed a Current  Report on Form 8-K dated January 10, 2000,
        reporting the status of the separation of Stilwell from the Company.



135


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           Kansas City Southern Industries, Inc.

April 13, 2000                               By:      /s/ L.H. Rowland
                                                ---------------------------
                                                        L.H. Rowland
                                                     Chairman, President,
                                                       Chief Executive
                                                    Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities indicated on April 13, 2000.

         Signature                        Capacity


       /s/ L.H. Rowland            Chairman, President, Chief Executive Officer
- ------------------------------
         L.H. Rowland                and Director


       /s/ M.R. Haverty            Executive Vice President and Director
- ------------------------------
         M.R. Haverty


       /s/ J.D. Monello            Vice President and Chief Financial Officer
- ------------------------------
         J.D. Monello                (Principal Financial Officer)


       /s/ L.G. Van Horn           Vice President and Comptroller
- ------------------------------
         L.G. Van Horn               (Principal Accounting Officer)


       /s/ A.E. Allinson           Director
- ------------------------------
         A.E. Allinson


        /s/ P.F. Balser            Director
- ------------------------------
          P.F. Balser


        /s/ J.E. Barnes            Director
- ------------------------------
          J.E. Barnes


         /s/ M.G. Fitt             Director
- ------------------------------
           M.G. Fitt


        /s/ J.R. Jones             Director
- ------------------------------
          J.R. Jones


       /s/ J.F. Serrano            Director
- ------------------------------
         J.F. Serrano


       /s/ M.I. Sosland            Director
- ------------------------------
         M.I. Sosland



136


                        KANSAS CITY SOUTHERN INDUSTRIES, INC.
                             1999 FORM 10-K ANNUAL REPORT
                                  INDEX TO EXHIBITS

                                                                 Regulation S-K
Exhibit                                                              Item 601(b)
  No.                                Document                        Exhibit No.
- -------     ------------------------------------------------------   -----------


4.5.1       Supplemental Indenture dated December 17, 1999
            with respect to the 7.875% Notes Due July 1, 2002                 4

4.5.2       Supplemental Indenture dated December 17, 1999
            with respect to the 6.625% Notes Due March 1, 2005                4

4.5.3       Supplemental Indenture dated December 17, 1999
            with respect to the 8.8% Debentures Due July 1, 2022              4

4.5.4       Supplemental Indenture dated December 17, 1999 with
            respect to the 7% Debentures Due December 15, 2025                4

10.19       Credit Agreement dated as of January 11, 2000 among
            Kansas City Southern Industries, Inc., The Kansas
            City Southern Railway Company and the lenders
            named therein                                                    10

10.20       364-day Competitive Advance and Revolving Credit Facility
            Agreement dated as of January 11, 2000 among Kansas City
            Southern Industries, Inc. and the lenders named therein          10

10.21       Assignment, Assumption and Amendment Agreement dated
            as of January 11, 2000, among Kansas City Southern
            Industries, Inc., Stilwell Financial, Inc. and The Chase
            Manhattan Bank                                                   10

12.1        Computation of Ratio of Earnings to Fixed Charges                12

21.1        Subsidiaries of the Company                                      21

23.1        Consent of Independent Accountants                               23

27.1        Financial Data Schedule                                          27

                            -----------------------------