FORM 10-Q
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 1999

                                   OR

         [ ] 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
    incorporation or organization)            Identification No.)


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


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


                              No Changes
(Former  name,  former  address and former  fiscal year,  if changed since last
report.)

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

          Class                                  Outstanding at November 5, 1999

Common Stock, $.01 per share par value                       110,524,182  Shares
- --------------------------------------------------------------------------------





                  KANSAS CITY SOUTHERN INDUSTRIES, INC.

                                FORM 10-Q

                           SEPTEMBER 30, 1999

                                  INDEX

                                                                          Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Introductory Comments                                                       1

Consolidated Condensed Balance Sheets -
     September 30, 1999 and December 31, 1998                               2

Consolidated Condensed Statements of Income and Comprehensive Income -
     Three and Nine Months Ended September 30, 1999 and 1998                3

Computation of Basic and Diluted Earnings per Common Share                  3

Consolidated Condensed Statements of Cash Flows -
     Nine Months Ended September 30, 1999 and 1998                          4

Notes to Consolidated Condensed Financial Statements                        5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                12

Item 3.  Qualitative and Quantitative Disclosures About Market Risk         35

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  36

Item 6.  Exhibits and Reports on Form 8-K                                   36


SIGNATURES                                                                  37















                  KANSAS CITY SOUTHERN INDUSTRIES, INC.

                                FORM 10-Q

                           SEPTEMBER 30, 1999


PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


INTRODUCTORY COMMENTS

The  Consolidated  Condensed  Financial  Statements  included  herein  have been
prepared by Kansas City Southern Industries, Inc. ("Company" or "KCSI"), without
audit,  pursuant to the rules and  regulations  of the  Securities  and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures are adequate to
enable  a  reasonable   understanding  of  the  information   presented.   These
Consolidated  Condensed Financial  Statements should be read in conjunction with
the  financial  statements  and the  notes  thereto,  as  well  as  Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998, and  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations included in this Form 10-Q. Results for the three and nine
months ended  September 30, 1999 are not  necessarily  indicative of the results
expected for the full year 1999.



2


                KANSAS CITY SOUTHERN INDUSTRIES, INC.
                CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Dollars in Millions)
                            (Unaudited)

                                                    September 30,    December 31,
                                                         1999           1998
ASSETS
                                                              
Current Assets:
    Cash and equivalents                            $      171.7    $       27.2
    Investments in advised funds                           151.1           149.1
    Accounts receivable, net                               248.6           208.4
    Inventories                                             44.6            47.0
    Other current assets                                    39.1            37.8
                                                     -----------     -----------
        Total current assets                               655.1           469.5

Investments held for operating purposes                    748.9           707.1

Properties (net of $609.9 and $567.1 accumulated
    depreciation and amortization, respectively)         1,306.3         1,266.7

Intangibles and Other Assets, net                          193.3           176.4
                                                     -----------     -----------

    Total assets                                    $    2,903.6    $    2,619.7
                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Debt due within one year                        $       10.9    $       10.7
    Accounts and wages payable                             154.5           125.8
    Accrued liabilities                                    192.3           159.7
                                                     -----------     -----------
        Total current liabilities                          357.7           296.2
                                                     -----------     -----------

Other Liabilities:
    Long-term debt                                         780.7           825.6
    Deferred income taxes                                  430.2           403.6
    Other deferred credits                                 130.6           128.8
                                                     -----------     -----------
        Total other liabilities                          1,341.5         1,358.0
                                                     -----------     -----------

Minority Interest in consolidated subsidiaries              43.6            34.3
                                                     -----------     -----------

Stockholders' Equity:
    Preferred stock                                          6.1             6.1
    Common stock                                             1.1             1.1
    Retained earnings                                    1,078.4           849.1
    Accumulated other comprehensive income                  75.2            74.9
                                                     -----------     -----------
        Total stockholders' equity                       1,160.8           931.2
                                                     -----------     -----------

    Total liabilities and stockholders' equity      $    2,903.6    $    2,619.7
                                                    ============    ============


     See accompanying notes to consolidated condensed financial statements.


3

                   KANSAS CITY SOUTHERN INDUSTRIES, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                         AND COMPREHENSIVE INCOME
               (Dollars in Millions, Except per Share Data)
                                (Unaudited)

                                                 Three Months                   Nine Months
                                              Ended September 30,           Ended September 30,
                                             1999           1998             1999          1998
                                                                           
Revenues                                 $    460.3      $   334.2       $  1,276.4    $    952.5

Costs and expenses                            288.8          210.1            804.7         598.9
Depreciation and amortization                  24.1           18.7             67.5          53.4
                                         ----------      ---------       ----------    ----------
     Operating Income                         147.4          105.4            404.2         300.2

Equity in net earnings (losses)
  of unconsolidated affiliates:
     DST Systems, Inc.                         10.9            7.7             32.4          22.7
     Grupo Transportacion Ferroviaria
       Mexicana, S.A. de C.V.                   3.8            1.8              4.8          (3.4)
     Other                                      2.0            0.8              5.2           1.7

Interest expense                              (15.4)         (17.1)           (45.7)        (50.7)
Other, net                                     10.6            4.2             21.7          26.0
                                         ----------      ---------       ----------    ----------
     Pretax Income                            159.3          102.8            422.6         296.5

Income tax provision                           57.3           38.2            152.0         110.6
Minority interest in
  consolidated earnings                        14.7            9.4             38.6          25.8
                                         ----------      ---------       ----------    ----------

Net Income                                     87.3           55.2            232.0         160.1

Other comprehensive income, net of
  income tax:
     Unrealized holding gain (loss)
       on securities                          (12.5)         (26.9)             3.6          16.2
     Less: reclassification adjustment
       for gains included in net income        (3.1)          (0.1)            (3.3)         (0.3)
                                         ----------      ---------       ----------    ----------

Comprehensive Income                     $     71.7      $    28.2       $    232.3    $    176.0
                                         ==========      =========       ==========    ==========


Computation of Basic and
  Diluted Earnings per Common Share

Basic Earnings per Common Share          $     0.79      $    0.50       $     2.10    $     1.47
                                         ==========      =========       ==========    ==========

Diluted Earnings per Common Share        $     0.75      $    0.49       $     2.01    $     1.41
                                         ==========      =========       ==========    ==========

Weighted Average Basic Common
  Shares Outstanding (in thousands)         110,485        109,493          110,204       109,083
                                         ----------      ---------       ----------    ----------

Weighted Average Diluted Common
  Shares Outstanding (in thousands)         114,094        113,311          113,978       112,966
                                         ----------      ---------       -----------    ----------

Cash Dividends Paid:
     Per Preferred share                 $      .25      $     .25       $      .75    $      .75
     Per Common share                           .04            .04              .12           .12


   See accompanying notes to consolidated condensed financial statements.



4


                      KANSAS CITY SOUTHERN INDUSTRIES, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (Dollars in Millions)
                                   (Unaudited)

                                                                   Nine Months
                                                               Ended September 30,
                                                              1999             1998
CASH FLOWS PROVIDED BY (USED FOR):

                                                                     
OPERATING ACTIVITIES:
   Net income                                              $   232.0       $    160.1
   Adjustments to net income:
     Depreciation and amortization                              67.5             53.4
     Deferred income taxes                                      25.9             34.6
     Equity in undistributed earnings                          (42.4)           (15.3)
     Gain on sale of equity investments and property            (0.5)           (15.4)
     Minority interest in consolidated earnings                 38.6             25.8
     Employee deferred compensation expenses                     2.0              4.4
   Changes in working capital items:
     Accounts receivable                                       (40.2)           (20.6)
     Inventories                                                 2.4             (5.7)
     Other current assets                                        5.0            (17.5)
     Accounts and wages payable                                 25.5             (4.5)
     Accrued liabilities                                        40.6            (17.7)
   Prepaid commissions                                         (22.9)             -
   Other, net                                                   (7.0)            (4.3)
                                                           ---------       ----------
     Net                                                       326.5            177.3
                                                           ---------       ----------


INVESTING ACTIVITIES:
   Property acquisitions                                       (94.2)           (72.9)
   Proceeds from disposal of property                            1.0              7.5
   Investment in and loans with affiliates                     (14.6)           (24.4)
   Net sales (purchases) of investments in advised funds         3.8            (17.5)
   Proceeds from disposal of equity investments                  -               10.2
   Other, net                                                   (2.2)            (2.6)
                                                           ---------       ----------
     Net                                                      (106.2)           (99.7)
                                                           ---------       ----------


FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt                     31.8            152.8
   Repayment of long-term debt                                 (76.7)          (214.1)
   Proceeds from stock plans                                    38.5             25.0
   Stock repurchased                                           (24.6)            (2.7)
   Distributions to minority stockholders of
     consolidated subsidiaries                                 (31.4)           (27.8)
   Cash dividends paid                                         (17.8)           (17.8)
   Other, net                                                    4.4              1.4
                                                           ---------       ----------
     Net                                                       (75.8)           (83.2)
                                                           ---------       ----------


CASH AND EQUIVALENTS:
   Net increase (decrease)                                     144.5             (5.6)
   At beginning of year                                         27.2             33.5
                                                           ---------       ----------
   At end of period                                        $   171.7       $     27.9
                                                           =========       ==========


  See accompanying notes to consolidated condensed financial statements.



5


                   KANSAS CITY SOUTHERN INDUSTRIES, INC.

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1. In the opinion of the  management  of Kansas City Southern  Industries,  Inc.
("Company"; "KCSI"), the accompanying unaudited consolidated condensed financial
statements  contain all  adjustments  (consisting of normal closing  procedures)
necessary  to present  fairly the  financial  position  of the  Company  and its
subsidiary companies as of September 30, 1999 and December 31, 1998, the results
of operations  for the three and nine months ended  September 30, 1999 and 1998,
and cash flows for the nine months ended September 30, 1999 and 1998.


2. The  accompanying  consolidated  condensed  financial  statements  have  been
prepared  consistently  with  accounting  policies  described  in  Note 1 to the
consolidated  financial  statements  included in the Company's  Annual Report on
Form 10-K for the year ended  December 31, 1998.  The results of operations  for
the  three  and  nine  months  ended  September  30,  1999  are not  necessarily
indicative  of the results to be expected  for the full year 1999.  Certain 1998
information has been reclassified to conform to the current period presentation.


3.  Separation  of  Business  Segments.  As  previously  disclosed,  the Company
announced its intention to separate the  Transportation  and Financial  Services
segments through a proposed  dividend of the stock of Stilwell  Financial,  Inc.
("Stilwell"),  a holding company for the Company's 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.  Prior to the  Separation,  however,  KCSI  intends  to  complete  a
recapitalization of the Transportation  business,  which may delay completion of
the Separation until 2000.

Stilwell  Registration  Statement  on Form 10. On August 19,  1999,  the Company
reported that  Stilwell  filed a  Registration  Statement on Form 10 ("Form 10")
with the Securities and Exchange  Commission  ("SEC") in connection  with KCSI's
proposed  spin-off of its financial  services  business.  The filing includes an
Information Statement which will be provided to KCSI shareholders after the Form
10 becomes  effective.  As is typical  when  filing a Form 10, the  Company  has
received  comments from the SEC requesting  clarification  of certain items. The
Company is in the process of responding to the SEC comments and, in  furtherance
of this  objective,  the Company  filed  Amendment #1 to the Stilwell Form 10 on
October 18, 1999. The Stilwell Form 10 has not been declared effective.


4. The  effect of stock  options  to  employees  represent  the only  difference
between  the  weighted  average  shares  used for the basic  earnings  per share
computation  compared to the diluted earnings per share  computation.  The total
incremental  shares from assumed  conversion  of stock  options  included in the
computation  of  diluted  earnings  per  share  were  3,608,905  and  3,773,514,
respectively, for the three and nine month periods ended September 30, 1999, and
3,818,543 and 3,882,879, respectively for the three and nine month periods ended
September 30, 1998.  For the three and nine month  periods  ended  September 30,
1999, the weighted  average of options to purchase  155,500 and 81,667 shares of
KCSI common stock,  respectively,  were excluded from the respective computation
of diluted  earnings per share because the exercise prices were greater than the
average market prices of the common shares.  The weighted  average of options to
purchase  95,000 and 64,000  shares were  excluded in the diluted  earnings  per
share  calculations  for the three and nine month  periods  ended  September 30,
1998, respectively.

6

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  $1.5 million and $3.4 million for the three and nine month
periods  ended  September  30,  1999,  respectively,  and $0.3  million and $1.2
million  for the  three  and  nine  month  periods  ended  September  30,  1998,
respectively.


5. The  Company's  inventories  ($44.6  million at September  30, 1999 and $47.0
million at December 31, 1998) primarily consist of material and supplies related
to rail transportation. Other components of inventories are not significant.


6.  Investments  in  unconsolidated  affiliates  and certain  other  investments
accounted  for under the equity method  generally  include all entities in which
the Company or its subsidiaries  have significant  influence,  but not more than
50% voting control.  Investments in  unconsolidated  affiliates at September 30,
1999 include, among others, equity interests in DST Systems, Inc. ("DST"), Grupo
Transportacion  Ferroviaria  Mexicana,  S.A.  de C.V.  ("Grupo  TFM"),  Southern
Capital Corporation, LLC ("Southern Capital"), Mexrail, Inc. ("Mexrail") and the
Panama Canal Railway Company.

The  Company  is  party  to  certain  agreements  with  Transportacion  Maritima
Mexicana,  S.A. de C.V. ("TMM") covering the Grupo TFM and Mexrail ventures. TMM
(including  its  affiliates)  owns  approximately  38.4% of Grupo TFM and 51% of
Mexrail.  These agreements  contain "change in control"  provisions,  provisions
intended to preserve  the  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.

Combined condensed financial  information of unconsolidated  affiliates is shown
below:


Financial Condition (dollars in millions):


                                        September 30, 1999                             December 31, 1998
                              DST (a)      Grupo TFM (b)      Other        DST (a)      Grupo TFM (b)      Other
                                                                                      
  Current assets            $    452.9    $      146.9     $   33.0       $    375.7    $     109.9     $   33.1
  Non-current assets           1,555.0         1,933.5        227.4          1,521.2        1,974.7        277.0
                            ----------    ------------     --------       ----------    -----------     --------

       Assets               $  2,007.9    $    2,080.4     $  260.4       $  1,896.9    $   2,084.6     $  310.1
                            ==========    ============     ========       ==========    ===========     ========

  Current liabilities       $    265.3    $      269.3     $   40.8       $    268.6    $     233.9     $   48.6
  Non-current liabilities        467.2           686.6        139.3            462.1          745.0        191.7
  Minority interest                -             346.6          -                -            342.4          -
  Equity of stockholders
    and partners               1,275.4           777.9         80.3          1,166.2          763.3         69.8
                            ----------    ------------     --------       ----------    -----------     --------

       Liabilities and
         equity             $  2,007.9    $    2,080.4     $  260.4       $  1,896.9    $   2,084.6     $  310.1
                            ==========    ============     ========       ==========    ===========     ========

  KCSI's investment         $    407.9    $      289.8     $   44.0       $    376.0    $     285.1     $   38.6
                            ==========    ============     ========       ==========    ===========     ========


7


Operating Results (dollars in millions):

                                                     Three Months                             Nine Months
                                                  Ended September 30,                     Ended September 30,
                                                1999               1998                 1999              1998
                                                                                           
   Revenues:
     DST (a)                                $    298.7         $    268.8           $    891.1         $   804.6
     Grupo TFM (b)                               132.2              113.9                383.9             323.5
     All others                                   21.6               21.2                 66.4              67.5
                                            ----------         ----------           ----------         ---------

       Total revenues                       $    452.5         $    403.9           $  1,341.4         $ 1,195.6
                                            ==========         ==========           ==========         =========


   Operating costs and expenses:
     DST (a)                                $    250.4         $    240.3           $    741.5         $   698.1
     Grupo TFM (b)                               104.5               94.0                293.2             281.3
     All others                                   18.1               18.4                 59.2              63.1
                                            ----------         ----------           ----------         ---------

       Total operating costs and expenses   $    373.0         $    352.7           $  1,093.9         $ 1,042.5
                                            ==========         ==========           ==========         =========


   Net income (loss):
     DST (a)                                $     33.9         $     17.7           $    100.9         $    65.1
     Grupo TFM (b)                                19.2                6.5                 21.8              (3.3)
     All others                                    3.5                0.7                 10.7               2.1
                                            ----------         ----------           ----------         ---------

       Total net income                     $     56.6         $     24.9           $    133.4         $    63.9
                                            ==========         ==========           ==========         =========

(a)  The financial condition and operating results for DST reflect the merger of
     a wholly-owned  DST subsidiary with USCS  International,  Inc.  ("USCS") on
     December  21,  1998.  Information  for prior  periods has been  restated to
     combine the  historical  results of DST and USCS.  The merger was accounted
     for by DST as a pooling of interests.

(b) Grupo TFM is presented using U.S. generally accepted  accounting  principles
("GAAP").




7. For  purposes of the  Statement  of Cash Flows,  the  Company  considers  all
short-term liquid  investments with a maturity of generally three months or less
to be cash equivalents.


        Supplemental Cash Flow Information (in millions):
                                                   Nine Months
                                              Ended September 30,
                                             1999                1998
                                                        
        Interest paid                    $     50.6           $     57.4
        Income taxes paid                      81.6                 57.2


In  December  1998,  Janus  introduced  the Janus  World  Funds  plc, a group of
offshore multiclass funds domiciled in Dublin,  Ireland modeled after certain of
the Janus Investment Funds.  Through September 1999, more than 80% of sales were
made into the  funds'  class B shares,  which  require  Janus to  advance  sales
commissions to various financial intermediaries. Payment of these commissions is
recorded as deferred  commissions  in the  accompanying  consolidated  condensed
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
commissions  balance.  Janus paid approximately $22.9 million in commissions and
recorded  related  amortization  expense of $5.2 million  during the nine months
ended September 30, 1999.

8

Noncash Investing and Financing Activities:

During the first  quarter of 1998,  the  Company  issued  approximately  227,000
shares of KCSI common  stock  under the Tenth  Offering  of the  Employee  Stock
Purchase Plan ("ESPP"). These shares, totaling a purchase price of approximately
$3.0 million,  were subscribed and paid for through employee payroll  deductions
in 1997. There have been no shares of KCSI common stock issued under an offering
of the ESPP during the first  three  quarters of 1999.  In  connection  with the
Eleventh  Offering  of the ESPP,  the Company has  received  approximately  $3.2
million in cash (through  September 30, 1999) that will be used to purchase KCSI
common stock in January 2000.

The Company's Board of Directors  declared a quarterly  dividend of $4.4 million
in December 1998, payable in January 1999. Upon declaration, the Company reduced
retained earnings and recorded a liability for the required payment.  In January
1999, the cash was paid to the Company's stockholders.

During the second quarter of 1998, in connection  with Company's  acquisition of
Nelson Money Managers Plc ("Nelson"),  the Company issued  approximately  67,000
shares of KCSI common stock  (valued at $3.2  million) to certain of the sellers
of the Nelson shares.  Also, notes payable of $4.9 million were recorded as part
of the  purchase  price,  payable by March 31, 2005,  bearing  interest at seven
percent.

Company subsidiaries and affiliates hold various investments which are accounted
for as  "available  for sale"  securities  as defined by  Statement of Financial
Accounting  Standards No. 115  "Accounting  for Certain  Investments in Debt and
Equity  Securities".   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. For
the three and nine month periods ended September 30, 1999, the Company  recorded
its  proportionate  share of the unrealized gain (loss) in market value of these
investments of ($19.9) million and $6.0 million, respectively,  (($12.5) million
and $3.6 million, respectively, net of deferred income taxes). For the three and
nine  month  periods  ended  September  30,  1998,  the  Company   recorded  its
proportionate  share of the  unrealized  gain  (loss) in  market  value of these
investments of ($44.2) million and $26.2 million, respectively, (($26.9) million
and $16.2 million, respectively, net of deferred income taxes).


8. 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.  Pursuant to SFAS 131,
the  following   provides  selected  interim   financial   information  for  the
Transportation and Financial Services segments (in millions):



                                                    Three Months                    Nine Months
                                                Ended September 30,             Ended September 30,
                                                1999           1998              1999           1998
                                                                                 
   Revenues:
     Transportation                         $     149.1     $     157.0      $     449.7     $     462.4
     Financial Services                           311.2           177.2            826.7           490.1
                                            -----------     -----------      -----------     -----------

     KCSI Consolidated                      $     460.3     $     334.2      $   1,276.4     $     952.5
                                            ===========     ===========      ===========     ===========
9

   Net Income:
     Transportation                         $       4.6     $     11.6       $      17.4     $      30.2
     Financial Services                            82.7           43.6             214.6           129.9
                                            -----------     ----------       -----------     -----------

     KCSI Consolidated                      $      87.3     $     55.2       $     232.0     $     160.1
                                            ===========     ==========       ===========     ===========





                                                          September 30,         December 31,
                                                              1999                  1998
                                                                        
   Total Assets:
     Transportation                                     $        1,887.5      $       1,796.8
     Financial Services                                          1,016.1                822.9
                                                        ----------------      ---------------

     KCSI Consolidated                                  $        2,903.6      $       2,619.7
                                                        ================      ===============



Sales  between  segments  were not material for the three and nine month periods
ended September 30, 1999 and 1998, respectively.


9. 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 FASB  encourages  early  adoption  of this
standard;  however,  the  provisions  of SFAS 133  should  not be  retroactively
applied to financial statements of periods prior to adoption.

The Company  currently has a program to hedge against  fluctuations in the price
of diesel  fuel,  and also enters into fuel  purchase  commitments  from time to
time. During third quarter 1999, KCSR entered into a diesel fuel cap transaction
for 3,000,000  gallons at a cap price of $0.60 per gallon.  The premium for this
transaction  was $0.024 per gallon and the cap is  effective  from April 1, 2000
through  June  30,  2000.  In  addition,   the  Company  continues  to  evaluate
alternatives with respect to utilizing foreign currency instruments to hedge its
U.S. dollar  investments in Grupo TFM and Nelson as market  conditions change or
exchange rates  fluctuate.  Currently,  the Company has no  outstanding  foreign
currency hedges. The Company is reviewing the provisions of SFAS 133 and 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.


10. As disclosed in the Company's  Annual Report on Form 10-K for the year ended
December 31, 1998, 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,  the U.S. dollar
was used as Grupo  TFM's  functional  currency,  and any  gains or  losses  from
translating Grupo TFM's

10

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 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 that the U.S. dollar is the appropriate  functional currency
to use 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.


11. The Company has had no significant changes in its outstanding  litigation or
other contingencies from that previously reported in the Company's Annual Report
on Form 10-K for the year ended  December  31,  1998  other than as noted  below
relating to the Duncan Case and Bogalusa 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 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 approximately $26.7 million at September 30, 1999.

On November 3, 1999 the Third Circuit Court of Appeals in Louisiana affirmed the
judgment. Review will now be sought in the Louisiana Supreme Court.

Independent  trial  counsel  continues  to express the opinion that the evidence
presented  at trial  established  no  negligent  conduct on the part of KCSR and
expressed  confidence  that  the  verdict  will  ultimately  be  reversed.  KCSR
management  believes it has  meritorious  defenses in this case and that it will
ultimately  prevail  in  appeal.  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 and
financial position.


Bogalusa Cases   -

In July 1996,  the Kansas  City  Railway  Company  ("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  allegedly  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.

11

KCSR  neither  owned nor  leased the rail car or the rails on which the rail car
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  Illinois
Central Railroad Company ("IC").  The explosion occurred more than 15 days after
KCSR last  transported the rail car. The car was loaded by the shipper in excess
of its standard weight, but under the car's capacity, when it was transported by
KCSR 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 and the trial of another group of Mississippi  plaintiffs
could both begin during the year 2000.

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 financial condition of the Company.


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



12


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

OVERVIEW

The  discussion  set forth below and other  portions  of this Form 10-Q  contain
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-Q.  Readers  can  identify  these
forward-looking  comments  by their 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. ("Company" or "KCSI") 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 such forward-looking  comments.  The Company will not update
any forward looking comments set forth in this Form 10-Q.

The discussion  herein is intended to clarify and focus on the Company's results
of  operations,  certain  changes  in  financial  position,  liquidity,  capital
structure and business  developments for the periods covered by the consolidated
condensed  financial  statements  included under Item 1 of this Form 10-Q.  This
discussion  should be read in  conjunction  with  these  consolidated  condensed
financial statements and the related notes thereto 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.

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

Transportation    -    The    Transportation    segment    consists    of    all
Transportation-related subsidiaries and investments, including:

o  Kansas City Southern Lines, Inc. ("KCSL"), a wholly-owned  subsidiary of the
     Company, serving as a holding company for transportation-related
     subsidiaries and affiliates;
o  The Kansas City Southern Railway Company ("KCSR"), a wholly-owned subsidiary
     of the Company, operating a Class I Common Carrier railroad system;
o  Gateway Western Railway Company ("Gateway Western"), an indirect wholly-owned
     subsidiary of the Company, operating a regional railroad system;
o  Southern Group, Inc., a wholly-owned subsidiary of KCSR, owning 100% of
     Carland, Inc.;
o  Equity investments in Southern Capital Corporation LLC ("Southern Capital"),
     a 50% owned joint venture, Grupo Tranportacion Ferroviaria Mexicana S.A. de
     C.V. ("Grupo TFM"), a 37% owned affiliate, Mexrail Inc. ("Mexrail"), a 49%
     owned affiliate along with its wholly-owned subsidiary, the Texas Mexican
     Railway Company ("Tex Mex"); and Panama Canal Railway Company, a 50% joint
     venture; and
o  Various other consolidated subsidiaries.

13

Financial Services - The Financial Services segment consists of all subsidiaries
engaged in the  management of  investments  for mutual funds,  private and other
accounts, as well as any Financial Services-related investments. Included are:

o  Stilwell Financial, Inc. ("Stilwell" - formerly FAM Holdings, Inc.), a
     wholly-owned subsidiary of the Company, serving as a holding company for
     financial services-related subsidiaries and affiliates (see below);
o  Janus Capital Corporation  ("Janus"),  an 83% owned subsidiary,  subject to
     vesting of Janus  restricted  stock held by various Janus  employees  which
     will reduce ownership to 82%;
o  Berger LLC  ("Berger" - successor to the  operating  assets and business of
     Berger  Associates,  Inc.),  of which Stilwell  indirectly owns 100% of the
     Berger preferred  limited liability company interests and approximately 86%
     of the Berger regular limited liability company interests - see below;
o  Nelson Money Managers Plc ("Nelson"), an 80% owned subsidiary;
o  DST Systems, Inc. ("DST"), an approximate 32% owned equity investment; and
o  Various other consolidated subsidiaries.



RECENT DEVELOPMENTS


Favorable  IRS  Tax  Ruling  for  Planned  Separation  of the  Company  Business
Segments.  As  previously  disclosed,  the Company  announced  its  intention to
separate the  Transportation  and Financial Services segments through a proposed
dividend  of the stock of  Stilwell,  a new 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.  Prior to the  Separation,  however,  KCSI  intends  to
complete a  recapitalization  of the  Transportation  business,  which may delay
completion of the Separation until 2000.

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 Boards of Trustees or Directors of the Janus  Investment  Fund,  Janus Aspen
Series and Janus World  Funds plc  ("Trustees")  expressed  support on March 26,
1999 for the proposal of the Janus  Minority  Group.  After further  discussions
with Stilwell and members of the Janus Minority  Group,  the Trustees  indicated
that they  intended to remain  neutral with respect to the  differences  between
Stilwell and the Janus Minority Group,  but encouraged the parties to attempt to
resolve those differences.

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

14

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.  On August 19, 1999,  the Company  reported  that Stilwell
filed a  Registration  Statement on Form 10 ("Form 10") with the  Securities and
Exchange  Commission  ("SEC") in connection with KCSI's proposed spin-off of its
financial services business.  The filing includes an Information Statement which
will be provided to KCSI shareholders after the Form 10 becomes effective. As is
typical  when filing a Form 10, the Company has received  comments  from the SEC
requesting  clarification  of certain  items.  The  Company is in the process of
responding  to the SEC  comments  and, in  furtherance  of this  objective,  the
Company  filed  Amendment  #1 to the Stilwell  Form 10 on October 18, 1999.  The
Stilwell Form 10 has not been declared effective.


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


Berger  Management  Realignment.  In second quarter 1999,  Berger  realigned its
management  team  to  improve  Berger's   long-term  growth   opportunities  and
capitalize on the performance and discipline  demonstrated by certain  portfolio
managers.  Berger  appointed a new  president  and chief  executive  officer and
rearranged the management of several of its advised funds.  Two existing  Berger
portfolio  managers  assumed the  responsibility  for Berger's largest fund, the
Berger One Hundred Fund. Additionally, changes in portfolio management were made
for the Berger Balanced Fund and the Berger Select Fund.


Financial  Services  Companies  contributed  to  Stilwell  Financial,   Inc.  In
preparation  for the planned  separation  of the  Transportation  and  Financial
Services  businesses,  effective July 1, 1999, KCSI  contributed to Stilwell its
investments 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".


Voters approve plan for Intermodal  facility at  Richards-Gebaur  Airbase.  In a
referendum on the August 3, 1999 ballot, Kansas City, Missouri voters approved a
lease  previously  agreed  to with the City of  Kansas  City,  to  establish  an
intermodal facility at the Richards-Gebaur Airbase, which is located adjacent to
KCSR's  main  rail  line.   Subject  to   approval   of  the  Federal   Aviation
Administration  ("FAA") to close the existing airport,  KCSR will initiate plans
to relocate its Kansas City intermodal facility to Richards-Gebaur. Improvements
are scheduled to begin immediately  following FAA approval.  Management  expects
that the new  facility  will  provide  additional  needed  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

15

congestion at the borders,  resulting in more fluid service to KCSL's customers,
as well as customers throughout the rail industry.

KCSR  expects to spend  approximately  $40  million  for site  improvements  and
infrastructure.   Financing   alternatives   are  currently  being  explored  by
management.  Additionally, KCSR has negotiated a lease arrangement with the City
of Kansas  City,  Missouri  for a period of fifty  years,  subject  to final FAA
approval. 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 intermodal revenue base by attracting additional NAFTA traffic.


Purchase of 50 New  Locomotives  for KCSR.  During  second  quarter  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;  higher  reliability  and
efficiency   resulting  in  fewer  train  delays  and  less  congestion.   These
locomotives are expected to be financed  through  operating leases with Southern
Capital, a 50% owned rail leasing joint venture.  Southern Capital,  through its
existing credit lines,  already has the capital capacity to finance the purchase
of these new  locomotives.  As a result  of this  transaction,  operating  lease
expense is expected to increase  beginning in fourth quarter 1999. KCSR expects,
however,  associated  operating  cost  reductions  through  replacement of older
locomotives with these new and more efficient AC locomotives.  Delivery of these
locomotives is expected to begin in November 1999 with completion of delivery by
the end of 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 Panama Canal Railway Company  ("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.
The Company is currently in the process of finalizing its financing arrangements
with the International  Finance  Corporation,  a member of the World Bank Group,
and expects to have the financing package completed by the end of November 1999.
The total cost of the reconstruction project is estimated to be $75 million with
the  commitment  from KCSR not to exceed $13 million.  Reconstruction  of PCRC's
right-of-way  is expected to begin in late fourth  quarter 1999 and be completed
in late 2000. Commercial operations are projected to begin in late 2000 or early
2001.


KSU Stock  added to the S&P 500 Index.  On March 26,  1999,  Standard  and Poors
(S&P) Financial  Information  Services  announced that it was adding Kansas City
Southern  Industries,  Inc. 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.


Access to Geismar, Louisiana Industrial Corridor. At a voting conference held on
March 25, 1999, the Surface  Transportation  Board ("STB") unanimously  approved
the merger of  Canadian  National  Railway  ("CN") and  Illinois  Central  Corp.
("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

16

this approval,  the STB imposed certain  restrictions on the merger  including a
condition  requiring  that the  CN/IC  grant  KCSR  access  to three  additional
shippers in the  Geismar,  Louisiana  industrial  area:  Rubicon,  Uniroyal  and
Vulcan.  This is in addition to the three  Geismar  shippers  (BASF,  Borden and
Shell) that KCSR will have access to as a result of its alliance  agreement with
CN/IC, as previously disclosed.  Management believes the access to these Geismar
shippers will provide the Company with additional revenue opportunities. The STB
also  denied a filing by the CN, IC and KCSR  seeking  trackage  rights  for the
Gateway  Western  over  several  miles  of UP  and  Norfolk  Southern  track  in
Springfield, Illinois.


Foreign  Exchange  Matters.  As disclosed in the Company's Annual Report on Form
10-K for the year ended  December 31, 1998,  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,  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 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 that the U.S. dollar is the appropriate  functional currency
to use 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.


Sale of loan portfolio by Southern Capital. In April 1999, Southern Capital sold
its portfolio of non-rail assets to Textron Financial Corporation.  The purchase
price for these  assets  (comprised  primarily  of  finance  receivables  in the
amusement and other non-rail transportation  industries) was approximately $52.8
million. The proceeds were used to reduce outstanding  indebtedness of the joint
venture as mandated by its loan agreement. The sale of these assets did not have
a  material  impact  on the  Company's  results  of  operations,  cash  flows or
financial condition.


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 9,000,000 share  repurchase  program that the
Company's Board of Directors authorized in 1996. Including this transaction, the
Company has  repurchased a total of  approximately  4,100,000  shares under this
program.

17

Option to Purchase Mexican Government's  Ownership Interest in TFM, S.A. de C.V.
("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.  Under the initial  agreement,  if the
option to  purchase  at least 35% of the  Government's  stock was not  exercised
prior to May 31, 1999, the entire option expired; however, management of TFM has
advised the Company that the  Government has extended the option to December 15,
1999, and that the Government  may be willing to grant further  extensions.  The
parties are negotiating the final provisions and documentation pursuant to which
the initial  portion of the option  would be  exercised.  If the option is fully
exercised,  the Company's  additional  cash investment is not expected to exceed
$93 million.

As part of this  agreement  and as a condition  to  exercise  this  option,  the
parties have  conditionally  agreed to settle the outstanding claims against the
Government regarding a refund of Mexican Value Added Tax (VAT) payments. TFM has
also conditionally agreed to sell to the Government a small section of redundant
trackage for inclusion in another railroad  concession.  In addition,  under the
terms of the agreement,  the Government  would be released from its capital call
obligations  at the  moment  that the option is  exercised  in whole or in part.
Furthermore,  following the exercise of the option,  TFM, TMM,  Grupo Servia and
the Company  have  agreed to sell,  in a public  offering,  a direct or indirect
participation  in at least  the same  percentage  currently  represented  by the
shares  exercised  in this  option,  by  October  31,  2003,  subject  to market
conditions. The option and the other described agreements are conditioned on the
parties  entering  into a final  written  agreement  and obtaining all necessary
consents and authorizations.  As of September 30, 1999, no portion of the option
agreement and associated transactions had been completed by any of the parties.





18



RESULTS OF OPERATIONS

The Company's revenues,  operating income and net income by industry segment are
as follows (dollars in millions):

                                    Three Months                           Nine Months
                                 Ended September 30,                   Ended September 30,
                                 1999           1998                   1999          1998
                              -----------   -----------            -----------    -----------
                                                                      
Revenues:
   Transportation             $     149.1   $     157.0            $     449.7    $    462.4
   Financial Services               311.2         177.2                  826.7         490.1
                              -----------   -----------            -----------    ----------
       Total                  $     460.3   $     334.2            $   1,276.4    $    952.5
                              ===========   ===========            ===========    ==========

Operating Income:
   Transportation             $      14.6   $      28.4            $      58.7    $     90.2
   Financial Services               132.8          77.0                  345.5         210.0
                              -----------   -----------            -----------    ----------
       Total                  $     147.4   $     105.4            $     404.2    $    300.2
                              ===========   ===========            ===========    ==========

Net Income:
   Transportation             $       4.6   $      11.6            $      17.4    $     30.2
   Financial Services                82.7          43.6                  214.6         129.9
                              -----------   -----------            -----------    ----------
       Total                  $      87.3   $      55.2            $     232.0    $    160.1
                              ===========   ===========            ===========    ==========



The Company reported third quarter 1999 earnings of $87.3 million,  or $0.75 per
diluted share,  compared to $55.2  million,  or $0.49 per diluted share in third
quarter 1998.  Consolidated third quarter 1999 revenues rose $126.1 million,  or
38%,  compared to the same 1998 period,  fueling an increase in operating income
of $42.0 million  (40%).  This increase in revenues  resulted from higher assets
under  management in the Financial  Services  segment,  slightly offset by lower
Transportation segment revenues.  Operating expenses increased approximately 37%
quarter to quarter  arising from higher costs  associated  with the  significant
revenue growth in the Financial Services segment, as well as from an increase in
KCSR operating costs. Third quarter 1999 depreciation and amortization  expenses
increased 29%,  chiefly because of higher  depreciation  and amortization in the
Financial Services segment arising from 1998 and 1999 information technology and
customer  service  related  infrastructure   development.   Equity  earnings  in
unconsolidated  affiliates  improved  $6.4  million due  primarily  to increased
equity  earnings  from DST and  Grupo  TFM of $3.2  million  and  $2.0  million,
respectively.  Interest expense declined $1.7 million (10%) for the three months
ended  September 30, 1999 versus the comparable 1998 period due to lower average
debt balances.

For the nine months ended September 30, 1999,  consolidated earnings were $232.0
million, or $2.01 per diluted share, versus $160.1 million, or $1.41 per diluted
share in comparable 1998. Year to date 1999 consolidated  revenues increased 34%
to $1,276.4 million from $952.5 million during the same 1998 period,  due to the
growth in assets under management in the Financial  Services segment,  offset by
lower  Transportation  segment revenues.  These increased  revenues led to a 35%
improvement in operating income period to period. Operating expenses,  including
depreciation  and  amortization,  increased  approximately  34% period to period
arising from higher  costs in both the  Financial  Services  and  Transportation
segments as discussed above. Year to date 1999 equity earnings of unconsolidated
affiliates more than doubled because of increased earnings at DST, Grupo TFM and
Mexrail.  Interest  expense for the nine months ended September 30, 1999 was 10%
lower than the  comparable  1998 period  primarily as a result of lower  average
debt balances.

19


TRANSPORTATION

Three Months Ended September 30, 1999 Compared With Three Months Ended September 30, 1998


                                              THREE MONTHS                                    THREE MONTHS
                                         ENDED SEPTEMBER 30, 1999                       ENDED SEPTEMBER 30, 1998
                                         ------------------------                       ------------------------
                                                                       (in millions)

                                                             Consolidated                                   Consolidated
                                      KCSR         Other    Transportation          KCSR         Other    Transportation
                                                                                          
Revenues                            $  138.3     $   10.8     $   149.1           $  139.8     $   17.2     $   157.0
Costs and expenses                     108.6         11.6         120.2               98.9         15.6         114.5
Depreciation and amortization           12.4          1.9          14.3               12.7          1.4          14.1
                                    --------     --------     ---------           --------     --------     ---------

    Operating income (loss)             17.3         (2.7)         14.6               28.2          0.2          28.4
Equity in net earnings (losses)
    of unconsolidated affiliates
       Grupo TFM                         -            3.8           3.8                -            1.8           1.8
       Other                             0.5          0.8           1.3                0.4         (0.1)          0.3
Interest expense                        (8.2)        (6.5)        (14.7)              (8.9)        (6.4)        (15.3)
Other, net                               1.1          0.2           1.3                2.0          1.0           3.0
                                    --------     --------     ---------           --------     --------     ---------

    Pretax income (loss)                10.7         (4.4)          6.3               21.7         (3.5)         18.2
Income tax provision (benefit)           4.2         (2.5)          1.7                8.5         (1.9)          6.6
                                    --------     ---------    ---------           --------     --------     ---------

    Net income (loss)               $    6.5     $   (1.9)    $     4.6           $   13.2     $   (1.6)    $    11.6
                                    ========     =========    =========           ========     ========     =========



The  Transportation  segment  reported  earnings  of $4.6  million for the three
months ended September 30, 1999 compared with $11.6 million for the three months
ended  September  30, 1998.  This  decrease in earnings was  attributable  to an
approximate  49% decline in operating  income  arising  from lower  revenues and
higher operating expenses.  Partially  offsetting the lower operating income was
an improvement in equity earnings  related to Grupo TFM and Mexrail,  as well as
lower interest expense.

Transportation  segment  revenues for third quarter 1999 totaled  $149.1 million
versus $157.0 million in comparable 1998. This decline of 5% resulted from lower
KCSR and Gateway  Western  revenues,  as well as lower revenues at various other
smaller  Transportation  companies.  KCSR  carloadings  increased  7% quarter to
quarter,  but  revenues  declined  1% due to changes  in the mix of  commodities
traffic.  Coal  and  intermodal  revenues  improved  2% and  20%,  respectively;
however,  this growth was offset by lower revenues in the chemical,  agriculture
and paper product sectors.  Gateway Western revenues declined  approximately 26%
quarter to quarter as a result of volume  declines  arising  from lower  demand,
primarily in haulage traffic, metal products, miscellaneous chemical traffic and
grain/food products.


20



The  following is a summary of revenues and carloads for KCSR's major  commodity
groups:

                                                                                        Carloads and
                                                  Revenues                            Intermodal Units
                                                (in millions)                          (in thousands)
                                                Three months                            Three months
                                             ended September 30,                     ended September 30,
                                           1999              1998                  1999              1998
                                                                                     
   General commodities:
     Chemical and petroleum             $      32.3       $     35.5                  39.6              41.5
     Paper and forest                          26.3             28.3                  42.1              44.9
     Agricultural and mineral                  21.4             23.2                  31.3              31.8
     Other                                      8.0              5.4                   9.6               6.3
                                        -----------       ----------            ----------       -----------
   Total general commodities                   88.0             92.4                 122.6             124.5
       Intermodal                              13.7             11.4                  61.6              46.0
       Coal                                    30.2             29.7                  52.4              50.6
                                        -----------       ----------            ----------       -----------
   Subtotal                                   131.9            133.5                 236.6             221.1
       Other                                    6.4              6.3                   -                 -
                                        -----------       ----------            ----------       -----------
         Total                          $     138.3       $    139.8                 236.6             221.1
                                        ===========       ==========            ==========       ===========



         Coal - Coal revenues increased  approximately 2% for third quarter 1999
compared with third  quarter 1998,  primarily as a result of an increase in unit
coal carloads of  approximately  4%. Increases in unit coal traffic during third
quarter  1999 were  generally  attributable  to higher  seasonal  demand and hot
summer  weather.  These  increases were  partially  offset by volume and revenue
declines  resulting from slower  delivery times because of KCSR  congestion,  as
well as from the  closing of Kansas City Power and  Light's  ("KCP&L")  Hawthorn
plant,  which had a major  casualty and is projected to be out of service  until
July 2001.  The  extended  outage is not  expected to have a material  effect on
overall coal revenues as this plant  represented  approximately 5% of total coal
tons hauled by KCSR in 1998 and is a short haul move.

         Chemical and petroleum  products - For the three months ended September
30, 1999,  chemical and petroleum  product revenues  decreased $3.2 million,  or
9.1%, compared with the same 1998 period. This resulted from revenue declines in
all major products within this commodity group.  Miscellaneous chemical revenues
were down  approximately  6% due in part to the  expiration  in late 1998 of the
emergency service order in the Houston area, as well as a continuing  decline in
demand due to both domestic and  international  chemical  market  conditions and
pricing pressures driven by competitive  market dynamics.  Lower demand for soda
ash, plastics and  petroleum-related  products resulted in a decrease in related
shipments  during third  quarter 1999.  This decrease in shipments  coupled with
lower  revenue  per  carload  due to a change in traffic  mix and length of haul
resulted in lower revenues.

         Paper and forest products - Paper and forest product revenues  declined
$2.0 million, or 7.0%, during third quarter 1999 compared to third quarter 1998,
primarily because of volume declines in all major products. This decline relates
to the  overall  weakness in this  market  during  1999 as  compared  with 1998.
However, paper and forest product revenues for third quarter 1999 have increased
approximately  $0.6 million  compared with both the first and second quarters of
1999 and management expects a continued increase, including potential exports to
Mexico, in the fourth quarter of 1999 and into 2000.

         Agricultural  and mineral  products - Agricultural  and mineral product
revenues decreased 7.9%, to $21.4 million,  for the three months ended September
30, 1999 versus the  comparable  1998  period,  resulting  primarily  from lower
carloads and revenue per carload for domestic  grain  movements,  food products,
and

21

stone,  clay and glass  shipments.  This decrease was primarily  attributable to
lower  demand  during  the  third  quarter  and  system  congestion.   Partially
offsetting these declines was an increase in export grain revenues, arising from
improvements in the export marketplace.

         Intermodal  and other - Intermodal  and other  revenues  increased $4.9
million,  or 29.2%,  quarter to quarter.  This  increase is  comprised of higher
intermodal  revenues of $2.3 million arising from more intermodal unit shipments
(34.0%)  quarter to quarter,  as well as a  significant  increase in  automotive
revenues,  which increased $1.5 million (370%) quarter to quarter.  The increase
in intermodal  traffic is attributable to several factors including the alliance
with the CN/IC and east-west  intermodal  traffic  originating  from the Norfolk
Southern  Corporation.  Automotive  traffic has  increased,  in part,  due to an
agreement  reached with General Motors for automobile parts traffic  originating
in the upper midwest and  terminating  in Mexico.  Management  expects that both
intermodal and automotive revenues will continue to increase for the foreseeable
future as the alliance with CN/IC  matures.  KCSR increased  certain  intermodal
rates  effective  September 1, 1999 and closed two intermodal  facilities on the
north-south route. Management expects these actions to improve the profitability
and operating efficiency of the intermodal business sector.

The  Transportation  segment's total operating  expenses  increased $5.9 million
(4.6%),  to $134.5  million for the three months ended  September  30, 1999 from
$128.6 million for the three months ended September 30, 1998. Third quarter KCSR
operating  expenses  increased  $9.4 million from 1998,  primarily due to system
congestion  issues on the KCSR. System track maintenance work on the north-south
corridor,  which began in second  quarter 1999,  continued  throughout the third
quarter  contributing  to  system  capacity  constraints  and  congestion.  Also
contributing to capacity and congestion problems was the implementation of a new
dispatching  system and turnover in certain  experienced  operations  management
positions.   These  factors,   coupled  with  two   significant   third  quarter
derailments,  led to higher expenses in car hire,  salaries and wages (primarily
train crew  overtime)  casualties/insurance  (derailments  during third  quarter
costing  approximately $3.7 million) and costs relating to additional locomotive
power  needs.  Variable  expenses as a  percentage  of KCSR  revenues  increased
approximately   eight  percentage  points   reflecting  the   congestion-related
operating  inefficiencies  and the decline in higher  margin  chemical  traffic.
Lower third quarter revenues coupled with higher operating  expenses resulted in
a decrease in KCSR's operating income of $10.9 million quarter to quarter and an
operating  ratio, a common  efficiency  measure among Class I rail carriers,  of
87.5% for the quarter compared with 79.8% in third quarter 1998.

The operations of other  Transportation  segment companies resulted in operating
losses of $2.7 million for third quarter 1999 compared with operating  income of
$0.2 million during third quarter 1998. This decrease is primarily  attributable
to lower  operating  income at Gateway  Western,  which decreased more than $2.0
million due to lower  revenues as discussed  previously.  In  addition,  several
smaller  Transportation  companies  experienced  lower operating  income arising
primarily because of volume-related revenue declines

The  Transportation  segment  recorded  equity  earnings  of $5.1  million  from
unconsolidated affiliates for the three months ended September 30, 1999 compared
to equity  earnings of $2.1  million for the three months  ended  September  30,
1998.  The increase is attributed  primarily to equity  earnings from Grupo TFM,
which  increased  $2.0 million  quarter to quarter.  TFM revenues and  operating
profits  rose 16% and 38%,  respectively,  quarter to quarter.  These  continued
operating  improvements  resulted in an operating  ratio for TFM of 79.2% versus
82.5% in third  quarter  1998.  Results  of Grupo TFM are  reported  using  U.S.
generally  accepted  accounting  principles  ("GAAP").  Mexrail  recorded equity
earnings of $0.6 million in third  quarter 1999 versus losses of $0.1 million in
the comparable 1998 period on improved revenues and lower costs.

Because  the  Company is  required  to report its equity in Grupo TFM under U.S.
GAAP  and  Grupo  TFM  reports   under   International   Accounting   Standards,
fluctuations in deferred income tax calculations will occur based on translation
requirements  and  differences  in  accounting  standards.  The effects of these
deferred

22

income tax  calculations  may be  significantly  impacted by fluctuations in the
relative  value of the  Mexican  peso  versus the U.S.  dollar and can result in
significant  variances in the amount of equity earnings (losses) reported by the
Company.

Interest expense declined $0.6 million during third quarter 1999 compared to the
same 1998 period, primarily as a result of lower average debt balances.



Nine Months  Ended  September  30,  1999  Compared  With The Nine  Months  Ended
September 30, 1998

                                               NINE MONTHS                                    NINE MONTHS
                                         ENDED SEPTEMBER 30, 1999                       ENDED SEPTEMBER 30, 1998
                                         ------------------------                       ------------------------
                                                                       (in millions)

                                                             Consolidated                                   Consolidated
                                      KCSR         Other    Transportation          KCSR         Other    Transportation
                                                                                          
Revenues                            $  409.3     $   40.4     $   449.7           $  414.1     $   48.3     $   462.4
Costs and expenses                     307.1         40.9         348.0              288.6         41.1         329.7
Depreciation and amortization           37.7          5.3          43.0               38.0          4.5          42.5
                                    --------     --------     ---------           --------     --------     ---------

    Operating income (loss)             64.5         (5.8)         58.7               87.5          2.7          90.2
Equity in net earnings (losses)
    of unconsolidated affiliates
       Grupo TFM                         -            4.8           4.8                -           (3.4)         (3.4)
       Other                             2.3          1.2           3.5                1.4         (0.8)          0.6
Interest expense                       (25.0)       (18.3)        (43.3)             (27.1)       (18.2)        (45.3)
Other, net                               2.8          0.4           3.2                7.4          2.7          10.1
                                    --------     --------     ---------           --------     --------     ---------

    Pretax income (loss)                44.6        (17.7)         26.9               69.2        (17.0)         52.2
Income tax provision (benefit)          17.5         (8.0)          9.5               27.1         (5.1)         22.0
                                    --------     ---------    ---------           --------     --------     ---------

    Net income (loss)               $   27.1     $   (9.7)    $    17.4           $   42.1     $  (11.9)    $    30.2
                                    ========     =========    =========           ========     ========     =========



The  Transportation  segment  reported  earnings  of $17.4  million for the nine
months ended  September  30, 1999 versus $30.2 million for the  comparable  1998
period. This decrease in earnings was attributable to a 35% decline in operating
income  arising  from  lower  revenues  and  higher  operating  expenses.   Also
contributing  to the decline was a one-time gain on the sale of a branch line in
1998 of $2.9 million ($1.8 million  after-tax)  and certain other  non-recurring
gains  in  1998.   Partially  offsetting  the  lower  operating  income  was  an
improvement  in equity  earnings  related to Grupo  TFM,  Mexrail  and  Southern
Capital, as well as lower interest expense.

Total revenues decreased $12.7 million,  or 2.7%, to $449.7 million for the nine
months ended  September 30, 1999,  from $462.4 million for the same 1998 period.
Consistent  with the third quarter 1999,  this decline  resulted from lower KCSR
revenues,  which  fell  $4.8  million,  or 1.2%,  period to  period,  as well as
declines in revenue at Gateway Western and various other smaller  Transportation
companies.  Although total KCSR carloadings increased  approximately 2.6% period
to period,  revenues  declined  over 1% due to traffic  mix.  Lower  revenues in
paper/forest  products, as well as the higher margin coal and chemical commodity
sectors  were  partially  offset  by  growth in the  intermodal  and  automotive
business  sectors and  agriculture/mineral  products.  Gateway Western  revenues
declined  nearly 14% period to period  due to lower  demand in haulage  traffic,
miscellaneous  chemicals,  metal  products and  grain/food  traffic as discussed
previously in the third quarter analysis.

23


The  following is a summary of revenues and carloads for KCSR's major  commodity
groups:

                                                                                        Carloads and
                                                  Revenues                            Intermodal Units
                                               (in millions)                           (in thousands)
                                                Nine months                              Nine months
                                             ended September 30,                     ended September 30,
                                           1999              1998                  1999              1998
                                                                                       
   General commodities:
     Chemical and petroleum             $      97.2       $    105.1                 120.1             125.4
     Paper and forest                          77.7             82.5                 124.4             131.9
     Agricultural and mineral                  70.4             68.0                  98.2              95.8
     Other                                     19.8             16.7                  24.3              21.0
                                        -----------       ----------            ----------         ---------
   Total general commodities                  265.1            272.3                 367.0             374.1
       Intermodal                              38.2             34.3                 164.6             134.9
       Coal                                    86.5             88.2                 150.9             156.0
                                        -----------       ----------            ----------         ---------
   Subtotal                                   389.8            394.8                 682.5             665.0
       Other                                   19.5             19.3                   -                 -
                                        -----------       ----------            ----------         ---------
         Total                          $     409.3       $    414.1                 682.5             665.0
                                        ===========       ==========            ==========         =========



         Coal - Coal  revenues  declined  $1.7  million,  or 1.9%,  for the nine
months ended  September 30, 1999  compared with the nine months ended  September
30,  1998,  as a result of lower unit coal traffic  (decrease  of  approximately
5,000  carloads).  A  contributing  factor to the year to date  decline  in coal
revenues has been the slower  delivery  times due to  congestion  on KCSR during
1999.  In addition,  demand for coal has not been as strong in 1999 as it was in
1998 - a year in which  KCSR  reported  record  coal  revenues.  Relatively  low
inventory  levels in early 1998  coupled with an increase in capacity at certain
utility  customers led to high demand during 1998.  Although demand for coal has
increased  during the third quarter 1999 and is expected to remain strong during
fourth  quarter,  year to date demand has not  reached  the record 1998  levels.
Partially offsetting these traffic declines was an increase in unit coal traffic
to  KCP&L's  Amsterdam  facility.  As a result of the  temporary  closure of the
Hawthorn  facility as discussed in the third quarter  analysis,  KCP&L increased
its  capacity  at its  Amsterdam  plant.  Although  the  increased  capacity  at
Amsterdam  has not  equaled the volume  lost as a result of the  Hawthorn  plant
closure,  the  Amsterdam  plant is a longer haul for KCSR and thus,  the related
revenues generated per unit train are higher. Coal accounted for 22.2% and 22.3%
of total carload revenues for the nine months ended September 30, 1999 and 1998,
respectively.

         Chemical  and  petroleum  products -  Chemical  and  petroleum  product
revenues decreased $7.9 million,  or 7.5%, period to period primarily because of
lower  miscellaneous  chemical,  plastics  and soda ash  revenues.  As discussed
previously  in the  third  quarter  analysis,  miscellaneous  chemical  revenues
declined due in part to the  expiration  of the  emergency  service order in the
Houston area as well as a continuing  decline in demand.  Soda ash revenues have
declined period to period  primarily  because of a decrease in export  shipments
due to competitive  market dynamics.  Management expects this decline in exports
of soda ash to continue due to this competition. Chemical and petroleum products
accounted  for  25.0% of  total  carload  revenues  for the  nine  months  ended
September 30, 1999 versus 26.6% for the same 1998 period.

         Paper and forest products - Paper and forest product revenues decreased
$4.8 million,  or 5.9%, for the nine months ended  September 30, 1999 versus the
comparable  1998 period  primarily  as a result of volume  declines in all major
products.  Paper  and  forest  products  accounted  for 19.9% and 20.9% of total
carload  revenues  for the nine  months  ended  September  30,  1999  and  1998,
respectively.

24

         Agricultural  and mineral  products - Agricultural  and mineral product
revenues increased $2.4 million, or 3.5%, period to period. Strength in domestic
and export grain  shipments  during the nine months ended September 30, 1999 was
partially  offset by declines  in food,  non-metallic  ores and stone,  clay and
glass  revenues due primarily to volume  declines and changes in traffic mix and
length of haul.  Agricultural and mineral products  accounted for 18.1% of total
carload  revenues for the nine months ended  September  30, 1999  compared  with
17.2% for the same 1998 period.

         Intermodal  and other - Intermodal  and other  revenues  increased $7.0
million,  or 13.5%,  for the nine  months  ended  September  30, 1999 versus the
comparable 1998 period. Similar to the third quarter analysis,  this improvement
is comprised mostly of higher intermodal  revenues of $3.9 million, as well as a
$3.0 million increase in automotive revenues period to period. Also contributing
was an increase in military and other  carloads.  These increases were partially
offset by a decline in metal/scrap  revenues of approximately $2 million arising
from  weakness  in the slab  steel  market as a result of  slower  domestic  oil
production.  Intermodal and other accounted for 14.8% of total carload  revenues
for the period ended  September  30, 1999  compared with 13.0% for the same 1998
period.

The  Transportation  segment's total operating  expenses increased $18.8 million
(5.1%),  to $391.0  million for the nine months  ended  September  30, 1999 from
$372.2  million for the same 1998 period.  KCSR  operating  costs for the period
increased $18.2 million from 1998,  primarily due to the same expense components
as discussed in the third quarter analysis.  Lower year to date revenues coupled
with higher  operating  expenses have  resulted in a $23.0  million  decrease in
KCSR's  operating  income  period  to  period  and an  operating  ratio of 84.1%
compared with 78.7% for the nine months ended September 30, 1998.

For year to date 1999, the  Transportation  segment has recorded equity earnings
from  unconsolidated  affiliates of $8.3 million  compared with equity losses of
$2.8 million for the same 1998 period. This increase was attributable  primarily
to  improvements  at Grupo TFM and Mexrail.  For the nine months ended September
30, 1999, the Company  recorded  equity  earnings from Grupo TFM of $4.8 million
compared with equity losses of $3.4 million for the nine months ended  September
30,  1998.  This $8.2 million  improvement  at Grupo TFM reflects a year to date
revenue  increase of 19% coupled with continued  operating  improvements.  These
factors  have  resulted  in a TFM  operating  ratio of 76.4% for the nine months
ended  September  30,  1999  versus  86.9%  for the same  1998  period.  Mexrail
contributed  equity earnings of $1.0 million for the nine months ended September
30,  1999  compared  to equity  losses of $1.0  million in the  comparable  1998
period.  This  improvement  resulted  from higher  revenues and lower  operating
costs.  Equity earnings from Southern  Capital  improved by  approximately  $0.6
million  period to period,  a portion of which  relates to a gain on the sale of
the loan portfolio in 1999.

Interest  expense  declined $2.0 million during the nine months ended  September
30,  1999  compared  to the same  1998  period,  primarily  as a result of lower
average debt  balances.  Other,  net  decreased  $6.9  million  period to period
attributable  to KCSR's  one-time  gain of $2.9  million from the 1998 sale of a
branch line and certain other non-recurring gains recorded in 1998.

25


FINANCIAL SERVICES

Three Months Ended September 30, 1999 Compared With Three Months Ended September
30, 1998

                                                    THREE MONTHS
                                                 ENDED SEPTEMBER 30,
                                             1999                  1998
                                      ------------------    ------------------
                                                  (in millions)

                                                       
Revenues                               $       311.2         $       177.2
Costs and expenses                             168.6                  95.6
Depreciation and amortization                    9.8                   4.6
                                       -------------         -------------
    Operating income                           132.8                  77.0
Equity in net earnings of
  unconsolidated affiliates:
    DST Systems, Inc.                           10.9                   7.7
    Other                                        0.7                   0.5
Interest expense                                (0.7)                 (1.8)
Other, net                                       9.3                   1.2
                                       -------------         -------------
    Pretax income                              153.0                  84.6
Income tax provision                            55.6                  31.6
Minority interest                               14.7                   9.4
                                       -------------         -------------
    Net income                         $        82.7         $        43.6
                                       =============         =============


The Financial  Services segment  contributed  $82.7 million to KCSI's 1999 third
quarter  consolidated  earnings versus $43.6 million in third quarter 1998. This
90% growth in earnings  resulted  from a 76% and 72%  increase  in revenues  and
operating  income,  respectively,  quarter to quarter.  These  improvements were
driven by an 85% increase in average assets under  management  compared to third
quarter 1998.

Financial Services revenues grew to $311.2 million compared to $177.2 million in
third quarter  1998.  Assets under  management  increased  $9.4 billion,  or 6%,
during third quarter 1999, totaling more than $171.1 billion as of September 30,
1999  ($165.0  billion at Janus;  $4.9  billion at Berger;  and $1.2  billion at
Nelson). Net sales were $7.9 billion during the three months ended September 30,
1999 versus $4.0 billion in the comparable prior period. Market appreciation was
$1.5 billion  during third  quarter 1999  compared to net  depreciation  of $9.9
billion  in  1998.  See the  brief  discussions  of  Janus,  Berger  and  Nelson
separately below.

Financial Services operating margins declined slightly in third quarter 1999 due
to an increase in operating  expenses to $178.4  million from $100.2  million in
the prior year quarter.  This increase reflects higher costs associated with the
significant  growth  in  revenues,  as  well  as an  increase  in  discretionary
expenses.  Higher expenses  occurred in the following key areas: i) salaries and
wages, resulting from investment  performance-based  incentive compensation,  an
increase in the number of  employees  and  associated  training,  and a one-time
noncash  compensation  charge  resulting  from the  formation  of Berger LLC, as
previously discussed;  ii) marketing and fulfillment,  resulting from efforts to
strengthen  brand names and to capitalize on favorable  investment  performance;
and  iii)   alliance   fees  under   mutual  fund   "supermarket"   distribution
arrangements,  resulting  from an  increase  of more than 90% in average  assets
under management through these channels quarter to quarter.

26

Third quarter 1999 equity earnings from DST increased to $10.9 million from $7.7
million  in  comparable  1998,  primarily  due to  increased  earnings  in DST's
financial  services  and output  solutions  segments,  as well as from  required
capitalization of internal use software development costs in 1999.  Consolidated
DST  revenues  increased  11% due to a  higher  number  of  shareowner  accounts
processed  (growing to 54.8 million at  September  30, 1999 from 49.8 million at
December 31, 1998),  images produced (24.4% increase) and statements  mailed (up
19.5%).

The $8.1 million  increase in other income  reported in Other,  net is primarily
comprised  of  Janus  and  Berger  realized  gains  resulting  from  the sale of
investments in advised funds.



Nine Months Ended  September 30, 1999 Compared With Nine Months Ended  September
30, 1998

                                                      NINE MONTHS
                                                  ENDED SEPTEMBER 30,
                                              1999                  1998
                                       ------------------    ------------------
                                                   (in millions)

                                                        
Revenues                                $       826.7         $       490.1
Costs and expenses                              456.7                 269.2
Depreciation and amortization                    24.5                  10.9
                                        -------------         -------------
    Operating income                            345.5                 210.0
Equity in net earnings of
  unconsolidated affiliates:
    DST Systems, Inc.                            32.4                  22.7
    Other                                         1.7                   1.1
Interest expense                                 (2.4)                 (5.4)
Other, net                                       18.5                  15.9
                                        -------------         -------------
    Pretax income                               395.7                 244.3
Income tax provision                            142.5                  88.6
Minority interest                                38.6                  25.8
                                        -------------         -------------
    Net income                          $       214.6         $       129.9
                                        =============         =============



For the nine months ended  September 30, 1999,  Financial  Services  contributed
$214.6 million to the Company's consolidated earnings, an $84.7 million increase
over comparable 1998. Exclusive of an after-tax $4.4 million gain resulting from
Janus' sale of IDEX Management,  Inc. ("IDEX") in second quarter 1998,  earnings
improved  71% period to  period.  Financial  Services  revenues  reached  $826.7
million, an increase of 69% over prior year, fueling a 65% increase in operating
income (to $345.5 million).

Net sales of $34.8 billion and  appreciation of $22.8 billion  resulted in a 51%
jump in assets under management during the nine months ended September 30, 1999.
Average  assets  under  management  for the current  nine month  period were 74%
higher than the same period in 1998. In addition,  shareowner accounts grew more
than 33% during the nine months ended September 30, 1999, surpassing 4.0 million
as of period end.

A 72% increase in operating expenses through September 30, 1999 compared to 1998
resulted in slightly  lower  operating  margins  period to period (from 42.8% to
41.8%). Higher costs occurred in the same key expense components as noted in the
third  quarter  1999  discussion.  These three  components - salaries and wages,
alliance  distribution  costs and marketing and fulfillment - were approximately
44% of total Financial

27

Services  revenues  during the nine  months  ended  September  30,  1999  versus
approximately  42%  in  1998  and  44%  through  June  30,  1999.  Additionally,
information technology and customer service related  infrastructure  initiatives
throughout  1998 and 1999 to ensure  the  ongoing  quality  and  reliability  of
customer service resulted in higher depreciation and various other expenses.

Year to date 1999 equity earnings from DST totaled $32.4 million, a 43% increase
over the same  period in 1998.  This  growth was driven by  increased  operating
earnings in DST's financial  services and output solutions  segments (partly due
to revenue  growth of 11% and 17%,  respectively),  higher  equity  earnings  of
unconsolidated DST affiliates and improved operating margins.

The 16% increase in Other,  net is  attributable  to 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;  and iii) gains  resulting
from the issuance of Janus shares to certain of its employees, which reduced the
Company's ownership of Janus. Year to date 1998 includes the gain resulting from
Janus'  sale of IDEX  during  the  second  quarter.  Year to date 1999  interest
expense declined from the same 1998 period due to lower average debt balances.

A brief discussion of significant Janus, Berger and Nelson items during the nine
months ended September 30, 1999 follows:

       Janus
       Janus assets under  management  increased  $56.7 billion (52%) during the
       nine months ended  September 30, 1999.  Since  September 30, 1998,  Janus
       assets under management have nearly doubled and shareowner  accounts have
       grown  by  more  than  40%,   reflecting  ongoing  favorable   investment
       performance  by the  various  funds/portfolios  within the Janus group of
       mutual  funds,  continued  growth  through  net sales (the $34.6  billion
       through  September 1999 is equivalent to the combined total net sales for
       years 1995 through  1998),  and  competitive  levels of expenses and fees
       compared to industry standards.

       Berger
       Berger assets under management increased 23% (to $4.9 billion) during the
       nine months ended September 30, 1999 and 44% compared to the $3.4 billion
       assets under  management  at  September  30,  1998.  Shareowner  accounts
       declined  approximately  12%  (primarily  in the Berger One Hundred Fund)
       during the nine months ended  September 30, 1999;  however,  net sales of
       $163 million - primarily in Berger's  newer fund  offerings -- offset the
       cash outflows that accompanied shareowner departures.  In connection with
       efforts to revitalize the core Berger funds (i.e., those introduced prior
       to 1997),  certain senior  management  personnel  changes were undertaken
       during second quarter 1999,  resulting in  approximately  $1.7 million of
       one-time severance related costs.

       Berger's  investment in BBOI  Worldwide LLC ("BBOI")  continues to report
       increases in assets under management and net income.  Berger and the Bank
       of Ireland  Asset  Management  (U.S.)  Limited  ("Bank of Ireland")  have
       executed a non-binding  letter of intent pursuant to which, under certain
       conditions,  BBOI would  purchase  Bank of  Ireland's  interest  in BBOI.
       However, the parties have not entered into a definitive agreement and are
       considering  other  alternatives,  including a division of BBOI's  assets
       between Berger and Bank of Ireland with a dissolution of BBOI.

       Nelson
       The Company acquired Nelson in April 1998. Accordingly,  results for 1998
       include  only six months of activity  compared  to the nine month  period
       ended September 30, 1999.  Nelson's assets under management  increased 8%
       to (pound)750 million as of September 30, 1999 from (pound)696 million at
       December

28

       31, 1998. Beginning in late first quarter 1999, Nelson initiated
       expansion  efforts  throughout the United  Kingdom.  This project will be
       ongoing  and the  Company  expects  that  during  this phase of  Nelson's
       development,  Nelson will operate at a loss. These losses,  however,  are
       not expected to have a material impact on the Financial  Services results
       of operations or financial position.



TRENDS AND OUTLOOK

The  Company's  third  quarter and year to date 1999 diluted  earnings per share
($0.75 and $2.01, respectively) increased 53% and 43%, respectively, compared to
the same 1998 periods  ($0.49 and $1.41,  respectively).  Revenue  growth in the
Financial  Services segment for the first nine months of 1999,  partially offset
by related increases in operating costs,  resulted in a 35% higher  consolidated
operating income period to period. While the Transportation  segment experienced
a decline in revenues,  operating  income and earnings for the third quarter and
year to date 1999 periods, Grupo TFM results continued to improve due to revenue
growth and operating improvements. Domestically, KCSR results were affected by a
decline in revenues and increased  operating  expenses due to congestion issues,
while Gateway Western results were affected by volume-related  revenue declines.
KCSR's  operational  issues are  currently  being  addressed by  management  and
improvement  is expected to begin in the fourth  quarter  1999. In the Financial
Services  segment,  continued  growth  in assets  under  management  has  fueled
revenue,  operating  income and earnings  growth for both the third  quarter and
year to date 1999 periods.

A current  outlook for the Company's  businesses for the remainder of 1999 is as
follows  (refer to the first  paragraph  of  "Overview"  section of this Item 2,
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations, regarding forward-looking comments):

i)   Transportation - Management expects that general commodities and intermodal
     traffic will continue to be largely dependent on economic trends within
     certain industries in the geographic region served by the railroads
     comprising the NAFTA Railway.  Based on anticipated traffic levels and the
     expected reduction of congestion during fourth quarter 1999, revenues for
     the remainder of 1999 are expected to remain generally flat compared to the
     fourth quarter 1998.  Transportation management is disappointed with the
     operating results during 1999, but believes that the NAFTA Railway
     continues to provide an attractive service for shippers.  The Company
     expects to realize benefits from traffic with Mexico, the CN/IC alliance
     and interchange traffic with the Norfolk Southern. Management is addressing
     certain cost issues and capital needs in an effort to alleviate the
     congestion.  As an example, three new sidings have recently been added on
     KCSR's north-south route,  with an additional three sidings to be completed
     during the fourth quarter.  The addition of these sidings is expected to
     improve capacity and help ease congestion.  Further, the track maintenance
     on the north-south corridor was completed during September 1999 and thus,
     the congestion caused by this work is expected to ease.  Additionally, as
     mentioned previously, KCSR expects to improve locomotive efficiency through
     the 50 new GE A/C 4400 locomotives to be received during November and
     December of 1999.  Transportation management anticipates that these
     actions, among others, will provide the framework for more efficient and
     productive operations over the last quarter of 1999 and into 2000.

ii)  Financial  Services - Future growth will be 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 stock and bond markets, increases in
     the  rate  of  return  of  alternative   investment  products,   increasing
     competition as the number of mutual funds continues to grow, and changes in
     marketing and distribution channels.

29

     Based on a higher level of assets under management starting the fourth
     quarter,  revenues  for  the  remainder  of 1999  are  expected  to  exceed
     comparable  prior  year  periods.   Management  expects  ongoing  Financial
     Services margin pressure  challenges as efforts continue to ensure that the
     operational and administrative  infrastructure  consistently meets 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.

iii) Equity  Investments - The Company expects to continue to participate in the
     earnings/losses  from its equity  investments in DST,  Grupo TFM,  Southern
     Capital and Mexrail. As a result of the sale of the loan portfolio,  equity
     earnings from Southern Capital are not expected to be significant.



LIQUIDITY AND CAPITAL RESOURCES


Summary cash flow data is as follows (in millions):

                                                         Nine Months
                                                     Ended September 30,
                                                   1999              1998
                                                           
Cash flows provided by (used for):
    Operating activities                        $   326.5        $    177.3
    Investing activities                           (106.2)            (99.7)
    Financing activities                            (75.8)            (83.2)
                                                ---------        ----------
    Cash and equivalents:
      Net increase (decrease)                       144.5              (5.6)
      At beginning of year                           27.2              33.5
                                                ---------        ----------
      At end of period                          $   171.7        $     27.9
                                                =========        ==========



During the nine months ended September 30, 1999, the Company's consolidated cash
position increased $144.5 million from December 31, 1998. This increase resulted
primarily  from  earnings and  proceeds  from the issuance of common stock under
employee stock plans, partially offset by property acquisitions,  net repayments
of long-term  debt,  cash  dividends and stock  repurchases.  Net operating cash
inflows  for the nine  months  ended  September  30,  1999 were  $326.5  million
compared  to net  operating  cash  inflows  of $177.3  million  in the same 1998
period. This $149.2 million improvement was chiefly  attributable to higher 1999
year to date earnings,  a 1998 payment of  approximately  $23 million related to
the KCSR Union  Productivity fund termination,  and net changes in other working
capital  components,  offset  partially  by payments of prepaid  commissions  in
connection with the Janus World Funds B share arrangements.

Net investing  cash outflows  were $106.2  million  during the nine months ended
September  30, 1999  compared to $99.7  million of net  investing  cash outflows
during the comparable 1998 period. This difference results primarily from higher
year to date 1999 capital  expenditures and a decrease in proceeds received from
the  disposal of property  and  investments,  partially  offset by a decrease in
funds used for investment in affiliates and from  fluctuations in investments in
advised funds associated with the timing of Janus' dividend payments. During the
nine  months  ended  September  30,  1999,  Janus  and  Berger  had net sales of
approximately  $3.8 million from  investments in advised funds compared with net
purchases of these investments of $17.5 million during the same 1998 period.

During  the  first  nine  months  of 1999,  financing  cash  outflows  were used
primarily for the repayment of debt, stock repurchases and cash dividends, while
financing  cash inflows were  generated from proceeds from issuance of long-term
debt and  proceeds  from the  issuance of common  stock under stock  plans.  Net

30

financing  cash outflows of $75.8 million were used during the nine months ended
September 30, 1999 compared with $83.2 million used during the  comparable  1998
period. This was due primarily to 1999 net repayments of long-term debt of $44.9
million  compared  with net  repayments  of $61.3  million  during the same 1998
period and an increase in proceeds  from the  issuance of common  stock of $13.5
million,  partially  offset by cash used for stock  repurchases of $24.6 million
versus $2.7 million in the first nine months of 1998.  Distributions to minority
stockholders of consolidated  subsidiaries  increased in 1999 versus 1998 due to
higher earnings on which distributions were based.

Cash flows from operations are expected to increase during the remainder of 1999
from positive  operating  income,  which has historically  resulted in favorable
operating  cash flows.  Investing  activities  will continue to use  significant
amounts of cash. Future roadway  improvement  projects are expected to be funded
by internally generated KCSR operating cash flow. Based on anticipated financing
arrangements for Grupo TFM,  significant  additional  operational  contributions
from the Company to Grupo TFM are not expected to be necessary.  However,  there
exists a possible  approximate  $74 million  capital  call if certain  Grupo TFM
benchmarks,  as  outlined in Grupo TFM's  financing  arrangements,  are not met.
Additionally,  if circumstances develop in which a contribution may be requested
by Grupo TFM, the Company will evaluate the contribution  based on the merits of
the  specific   underlying  need.   Further,   as  discussed  above  in  "Recent
Developments",  the  Company has the option to purchase a portion of the Mexican
Government's  20% interest in TFM at a discount.  Management  anticipates  using
working  capital and existing  lines of credit to fund this  transaction  in the
event it elects to exercise this option.  Other financing  alternatives are also
being explored.

In addition to operating cash flows, the Company has financing available through
its various  lines of credit  with a maximum  borrowing  amount of $600  million
(which  includes $55 million of  uncommitted  facilities).  As of September  30,
1999,  $297 million was available  under these lines of credit,  $100 million of
which is to be used solely by the Financial  Services  segment.  In  conjunction
with the annual renewal of certain credit  facilities during April and May 1999,
the 364-day credit facility for KCSI was renewed at $75 million (previously $100
million) and the Financial  Services  364-day credit facility was renewed at its
previous  amount  of  $100  million.  Because  of  certain  financial  covenants
contained  in  the  credit  agreements,  however,  maximum  utilization  of  the
Company's available lines of credit may be restricted.

The Company also has a Universal  Shelf  Registration  Statement  ("Registration
Statement")  filed in September 1993, as amended in April 1996 for $500 million.
The SEC  declared  the  Registration  Statement  effective  on April  22,  1996;
however,  no  securities  have  been  issued.  Management  expects  that any net
proceeds from the sale of securities under the  Registration  Statement 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 the remainder of 1999.

The Company's  debt ratio (total debt as a percent of total debt plus equity) at
September  30, 1999 was 40.6%  compared to 47.3% at December 31,  1998.  Company
consolidated  debt  decreased  $44.7  million from  December 31, 1998 (to $791.6
million at September 30, 1999) as a result of repayments  exceeding  borrowings.
Consolidated  equity increased $229.6 million from December 31, 1998,  primarily
due to net income of $232.0 million  during the period.  This increase in equity
coupled with a decrease in debt resulted in a lower debt ratio.

Management  anticipates that the debt ratio will continue to decrease during the
remainder  of 1999 as a result of debt  repayments  and  profitable  operations.
Note,  however,  that  unrealized  gains on "available for sale"  securities are
contingent  on  market   conditions   and,  thus,  are  subject  to  significant
fluctuations  in value.

31

Significant  declines in the value of these securities  would negatively  impact
accumulated other comprehensive income and affect the Company's debt ratio.

As discussed previously in "Recent Developments", the Transportation segment has
certain  projects  in  process  including  reconstruction  of the  Panama  Canal
Railway,  development  of  Richards-Gebaur  as an  intermodal  facility  and the
purchase of 50 new A/C 4400 locomotives from GE.  Management  anticipates  using
working capital and existing lines of credit to fund the investments in PCRC and
Richards-Gebaur.  The locomotives  are being  purchased by Southern  Capital and
will be leased by KCSR through  operating  leases.  These  operating  leases are
expected to be funded through KCSR's internally generated cash flows.

As discussed  previously,  prior to the  Separation  of the  Transportation  and
Financial Services  businesses,  KCSI intends to complete a recapitalization  of
the Transportation  business, which may delay completion of the Separation until
2000. Management is currently exploring various alternatives with respect to the
recapitalization.   Further,  as  part  of  the  Separation,   KCSI  expects  to
renegotiate the existing revolving credit facilities.


OTHER

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.

While the Company continues to evaluate and pursue  discussions with its various
customers, partners and vendors with respect to their preparedness for Year 2000
issues,  no assurance can be made that all such parties will be Year 2000 ready.
Additionally, while the Company cannot fully determine the impact, the inability
to complete Year 2000 readiness for the Company's  computer systems could result
in  significant   difficulties   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.

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  (through a company's own computer  programs or
systems that use computer  programs,  such as telephone  systems) or  indirectly
(through customers and vendors of the company).

These Year 2000 related issues are of particular  importance to the Company. 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  and the  Company's  products  and  services are
heavily dependent upon using accurate dates in order to function properly. 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's  computer and other  systems,  products or
services, the computer systems and other systems upon which the Company depends,
or the  Company's  customers  or  suppliers  to be Year 2000 ready  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 it could be substantial.

32

In 1997, 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,  focusing primarily on information  technology
("IT") systems,  non-IT systems,  and third party issues. The project teams also
provide  comprehensive  corporate  tracking,  coordination and monitoring of all
Year 2000 activities.  As part of resolving any potential Year 2000 issues,  the
Company expects to: identify all computer systems, products,  services and other
systems  (including  systems  provided by third  parties) that must be modified;
evaluate the alternatives available to make any identified systems,  products or
services Year 2000 ready (including  modification,  replacement or abandonment);
complete the modifications and/or replacement of identified systems; and conduct
adequate  testing of the systems,  products and services,  including  testing of
certain   key   systems   used  by  various   North   American   railroads   and
interoperability  testing with clients and key  organizations  in the  financial
services  industry.  The project teams meet  regularly to discuss their progress
and ensure that all issues and problems are identified  and properly  addressed.
Meetings are regularly held with senior  management  and the Company's  Board of
Directors to keep them apprised of the progress of the Year 2000 project.

The  following  provides  a  summary  of  each  area  and  the  progress  toward
identifying and resolving Year 2000 issues:

     IT  Systems.  In the  Transportation  segment,  all  internal  IT  systems,
     including  mission  critical systems and  non-critical  systems,  have been
     analyzed, modified and tested for Year 2000 readiness.  Management believes
     that all of the necessary  remediation  and testing has been  completed for
     mission  critical systems as well as certain  non-critical  support systems
     and management believes these systems are Year 2000 ready. Mission critical
     systems will be  re-certified  during the fourth  quarter by repeating  the
     required testing.

     In  addition,  the IT  hardware  and  software  necessary  to  operate  the
     mainframe  computer and associated  equipment has been evaluated and tested
     for Year 2000 issues.  The hardware and software,  including the completion
     of  integrated   testing  of  the   infrastructure   software  and  network
     components,  was completed in October 1999 and management believes that the
     hardware and software are Year 2000 ready.

     The IT systems  (including  mission  critical and significant  non-critical
     operating,  accounting and supporting  systems) and underlying hardware for
     the companies  comprising the Financial Services segment have been analyzed
     and are being  modified  and  tested  for Year 2000  readiness.  Management
     believes  that  virtually  all of its  mission  critical  systems and other
     systems  have been  tested  and are  believed  to be Year 2000  ready.  Any
     remaining remediation and testing is expected to be completed by the end of
     1999.

     Non-IT  Systems.  All equipment that contains an internal clock or embedded
     micro-processor  has been analyzed for Year 2000  readiness.  This includes
     PC's, software, external data interfaces, fax machines,  telephone systems,
     elevator systems,  security and fire control systems,  locomotives,  signal
     and communications systems and other miscellaneous equipment.

     As of  September  30,  1999,  management  believes  that  all  PC's  in the
     Transportation  companies  are Year 2000 ready.  In  addition,  all related
     software,  customized  programs  and  external  data  interfaces  have been
     evaluated,  modified  and tested and are  believed  to be Year 2000  ready.
     Testing of other equipment such as locomotives,  signals and  communication
     systems   and  other   equipment   with   internal   clocks  and   embedded
     micro-processors has been completed and management believes these items are
     Year 2000 ready.

     As of  September  30,  1999,  replacement  and/or  upgrade  efforts  on the
     Financial  Services  hardware  and  software  inventory  are  substantially
     complete,   including   network   infrastructure   and   telecommunications
     technologies.

33

     Third Party  Systems.  Both  segments of the Company  depend
     heavily on third party  systems in the  operation of their  businesses.  As
     part of the Year 2000 project,  significant  third party  relationships are
     being  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.  Questionnaires  have been sent to
     critical   suppliers,   major   customers,   key  banking   and   financial
     institutions,  utility providers and interchange railroads to determine the
     status of their Year 2000 readiness.

     The  Transportation  companies  are also  working 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. These
     systems,  including  interline  settlement,  shipment  tracing  and waybill
     processing are relied on by a number of North American  railroads and their
     customers.  Initial testing between railroads started during second quarter
     1998 and final  testing  is  currently  being  performed  on the  Interline
     Settlement System.  This testing is scheduled to be completed during fourth
     quarter 1999.

     Similarly,  the Financial  Services  entities have  participated in various
     industry-wide  efforts  (e.g.,  trading  and  account  maintenance,   trade
     execution,   confirmation,   etc.)  to  facilitate  testing  of  Year  2000
     preparedness and reliability.  Additionally,  Janus and Berger are required
     to periodically  report to the SEC their progress with respect to Year 2000
     preparedness.

     Based  upon  the  responses  received  to the  questionnaires  and  ongoing
     discussions  with these third  parties,  the Company  believes  that, as of
     September  30, 1999,  the majority of  significant  customers,  banking and
     financial  institutions,  suppliers and interchange railroads are Year 2000
     ready in all material respects.  The Company does not anticipate,  however,
     performing  significant  independent  testing procedures to verify that the
     information  received by the Company  from these third  parties is accurate
     (except for the above mentioned  industry-wide testing efforts).  For those
     third parties who have not responded or who have  expressed  uncertainty as
     to their Year 2000 readiness, management is exploring alternatives to limit
     the  impact  this  will  have on the  Company's  operations  and  financial
     results. The Company will continue to monitor its third party relationships
     for Year 2000 issues.

     DST, an approximate 32% owned equity  investment,  completed its review and
     evaluation of its mission  critical  U.S.  shareowner  accounting  and U.S.
     portfolio  accounting  related products,  services and internal systems and
     believes  it  achieved  material  Year  2000  readiness  in such  products,
     services and systems.  DST also believes it has achieved internal readiness
     for all of its other mission critical systems. Additionally, DST intends on
     testing its  systems  with  clients  and other third  parties for Year 2000
     related  issues as needed  throughout  1999. As part of addressing its Year
     2000 issues,  DST has formalized and tested  contingency plans for its U.S.
     shareowner accounting and U.S. portfolio accounting business units, as well
     as for its other mission critical products,  services and systems.  DST has
     reviewed  existing formal  contingency plans for its two major data centers
     with respect to failures that could be caused by Year 2000 issues.

Testing and  Documentation  Procedures.  All  material  modifications  to IT and
non-IT  systems are being  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.  All  modified  systems  have  been  tested  for  Year  2000
remediation, unit acceptance, system acceptance and user acceptance. The testing
procedures used and the results of these tests have been or are being documented
and maintained as a part of the Year 2000 due diligence process.

Year  2000  Risks.  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 be Year  2000  ready on a timely  basis.  Areas  that  could be
affected  include,  but are not limited to, the  ability  to:  accurately  track
pricing and trading information, obtain and process customer orders and investor
transactions,  properly  track and record  revenue  movements

34

(including train  movements),  order and obtain critical  supplies,  and operate
equipment and control systems. Management believes these risks are minimal based
on the  results of the  modification  of the  systems  and testing for Year 2000
readiness.  However, should problems arise with respect to Year 2000 issues, the
Company has no basis to form an estimate of costs or lost revenues and is unable
to determine its impact on operations at this time.

The Company  believes,  however,  that the risks  involved  with the  successful
completion of its Year 2000 conversion  relate primarily to available  resources
and third party readiness. The key factors to success include the proper quality
and quantity of human and capital  resources to address the complexity and costs
of the project  tasks.  The Company has allocated  substantial  resources to the
Year 2000  project and  believes  that it is  adequately  staffed by  employees,
consultants  and  contractors.  Management  believes  its  computer  systems and
related  operating  equipment  are Year  2000  ready in all  material  respects;
however,  should unanticipated problems occur related to Year 2000 readiness for
the computer systems of the Company,  significant difficulties in processing and
completing fundamental transactions could result.

In  addition,  the  Company  is taking  precautions  to ensure  its third  party
relationships  have  been  adequately  addressed.  Based on work  performed  and
information received to date, the Company believes its key suppliers,  customers
and other significant  third party  relationships are prepared for the Year 2000
in all material respects; however, management of the Company makes no assurances
that all such parties will be Year 2000 ready within an acceptable time frame.

In the event that the Company or key third parties are not Year 2000 ready,  the
Company's  results of  operations,  financial  position  and cash flows could be
materially adversely affected.

Contingency  Plans.  The Company and its  subsidiaries  have spent a significant
amount of time  identifying  alternative  plans in the event  that the Year 2000
project  is  not  completed  on a  timely  basis  or  otherwise  does  not  meet
anticipated needs. A business  contingency planning specialist has assisted KCSR
in the design and  implementation  of  contingency  plans for critical  business
processes.  Similarly,  consulting  professionals  have been  utilized by Janus,
Berger and Nelson in connection  with Year 2000 efforts,  including  contingency
planning. Management believes that the contingency planning process is virtually
complete  and any  remaining  plans will be  finalized  by the end of 1999.  The
Company is also  making  alternative  arrangements  in the event  that  critical
suppliers,  customers, utility providers and other significant third parties are
not Year 2000 ready.

In addition, the Company is currently in an information system black out period,
which has been  scheduled at the various  Company  subsidiaries,  generally from
October 4, 1999 to March 4, 2000. During this period, the Year 2000 project team
and other members of the  information  systems group are focusing  their efforts
and time toward  addressing Year 2000 related issues. No new project requests or
hardware/software upgrades will be allowed during this time.

Year 2000 Costs.  To date,  the Company has spent  approximately  $19 million 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  approximately  $2 million in connection  with this process.
Current 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 to the Company because existing  employees and equipment are
being used to complete the project.

35

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company has had no significant  changes in its  Quantitative and Qualitative
Disclosures  About Market Risk from that  previously  reported in the  Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

36

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

Part I, Item 1.  Financial  Statements,  Note 11 to the  Consolidated  Condensed
Financial  Statements  of  this  Form  10-Q is  hereby  incorporated  herein  by
reference.



Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits


          Exhibit 27.1 -    Financial Data Schedule


b) Reports on Form 8-K

          The Company  filed a Current  Report on Form 8-K dated August 19, 1999
          under Item 5,  reporting  the filing of a  Registration  on Form 10 by
          Stilwell  Financial,  Inc. in connection  with the Company's  proposed
          spin-off of its financial services business.




37


SIGNATURES

Pursuant to the requirements 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 and in the capacities indicated on November 12, 1999


Kansas City Southern Industries, Inc.


                        /s/ Joseph D. Monello
                          Joseph D. Monello
             Vice President and Chief Financial Officer
                    (Principal Financial Officer)



                        /s/ Louis G. Van Horn
                          Louis G. Van Horn
                   Vice President and Comptroller
                     (Principal Accounting Officer)