8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2010

KANSAS CITY SOUTHERN

(Exact name of company as specified in its charter)

DELAWARE	1-4717	44-0663509
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification Number)

427 West 12th Street, Kansas City, Missouri 64105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(816) 983 - 1303

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Kansas City Southern (the “Company”, “KCS”) is furnishing under Item 2.02 of this Current Report on Form 8-K, the information included as Exhibit 99.1 to this report. Exhibit 99.1 is the Company’s press release, dated January 28, 2010, announcing the Company’s fourth quarter and year ending December 31, 2009 earnings and operating results. Included in Exhibit 99.1 are schedules regarding certain financial information discussed during the Company’s fourth quarter and year ending December 31, 2009 analyst presentation and conference call.

The information included in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Unless expressly incorporated into a filing of KCS under the Securities Act of 1933, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of KCS, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Press Release dated January 28, 2010 issued by Kansas City Southern entitled “Kansas City Southern Continues Operational Improvements Posting Fourth Quarter Operating Ratio of 77.4% and Earnings per Share of $0.33”.

-2-

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kansas City Southern
January 28, 2010	By:	/s/ Mary K. Stadler
		Name:	Mary K. Stadler
		Title:	Senior Vice President & Chief Accounting Officer (Principal Accounting Officer)

-3-

EX-99.1

Exhibit 99.1

Date: January 28, 2010

Media Contact:	William H. Galligan	Phone: 816/983-1551
	bgalligan@kcsouthern.com

Kansas City Southern Continues Operational Improvements Posting Fourth Quarter
Operating Ratio of 77.4% and Earnings per Share of $0.33

Fourth Quarter 2009 Results

• Revenues of $406.8 million, a 4% decrease from prior year, a 5% increase from 3Q 2009

• Operating income of $91.9 million, an increase of 1% from a year ago

• Operating ratio of 77.4%, compared with 78.5% in 2008

• Diluted EPS of $0.33, compared with $0.40 in 2008

Kansas City, MO. Kansas City Southern (KCS) (NYSE:KSU) reported fourth quarter 2009 revenues of $406.8 million, a 4% decrease compared to the corresponding 2008 period. Sequentially, KCS showed continued revenue growth with a 5% improvement over third quarter 2009. Notable year-over-year revenue improvements were achieved in chemical & petroleum (12%), and intermodal (3%). Volumes were down just 1% in the quarter compared to fourth quarter 2008 and up 3% from third quarter 2009.

Operating expenses for the fourth quarter 2009 were $314.9 million, a decrease of 5% year-over-year. Decreases were achieved in each category with the exception of compensation and benefits. Year-over-year fourth quarter compensation and benefits expense increased as a result of non-cash foreign exchange rate impacts on the Mexico statutory profit sharing obligation, and lower capitalized labor due to the reduced capital program in 2009. Offsetting these compensation increases were lower salary and wage expenses resulting from reduced employee levels. Purchased services fell 17% as a result of reduced locomotive repair expenses and savings from the opening of the Victoria-Rosenberg line. Fuel expense for the quarter was down 14% on decreased average fuel prices and the efficiency of the fleet. Operating income for the fourth quarter was $91.9 million compared with $91.2 million last year, a 1% increase. The fourth quarter 2009 operating ratio was 77.4% compared with 78.5% a year ago.

Interest expense was up in fourth quarter 2009 compared to a year ago as a result of refinancings executed a year ago. Net income available to common shareholders in the fourth quarter totaled $32.0 million, or $0.33 per diluted share, compared with $36.4 million, or $0.40 per diluted share in fourth quarter 2008, an 18% decrease in diluted earnings per share.

Revenues for full year 2009 were $1.48 billion compared with $1.85 billion in 2008. Approximately one-third of the revenue decline was attributable to a $122 million drop in fuel surcharge revenue. Carloads for 2009 declined 11% from the prior year.

For the year, operating expenses decreased 17% as KCS focused on reducing costs in response to decreasing revenues. The operating ratio for the year was 81.9% compared to 78.9% achieved in 2008. Earnings per diluted share were $0.61 compared to $1.86 a year ago.

Comments from the Chairman

“We were encouraged that the positive business momentum KCS experienced in the third quarter continued for the remainder of the year,” stated KCS Chairman and Chief Executive Officer Michael R. Haverty. “Particularly gratifying was the significant pick-up of KCSM traffic. Given its importance in terms of North American manufacturing, the business upswing in Mexico, which has continued into the early weeks of 2010, suggests that the economy is gradually gaining momentum.

“KCS management is cautiously optimistic that the Company will be able to maintain the positive volume and revenue growth momentum that it experienced in the second half of last year throughout 2010. A continued strong pricing environment, new and renewed business contracts and the growth of our cross-border intermodal product, including the introduction of six-day service between central Mexico and Atlanta, will be important catalysts in KCS’ rebound.

“Our successful refinancing of $300 million of KCSM bonds in early January was a clear indication that the credit markets recognize KCS’ steadily improving business outlook, financial condition and liquidity position. Again building on the momentum during the last six months of 2009, we will strive to be free cash flow positive in 2010 and will use free cash to reduce debt in addition to evaluating market conditions for refinancing opportunities.

“The business environment during the first five months of 2009 was the most difficult that I have experienced in my railroad career. It is a credit to each of the 6,000 employees in the U.S. and Mexico, as well as a testament to the underlying strength of our rail franchise, that we are achieving success in spite of economic challenges and are coming out of the business downturn stronger than when we entered it. While the economy is still far from full strength, we are confident that KCS is in position to provide solid results for our shareholders in 2010.”

Headquartered in Kansas City, Mo., Kansas City Southern is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. Kansas City Southern’s North American rail holdings and strategic alliances are primary components of a NAFTA Railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.

This press release may include statements concerning potential future events involving KCS and its subsidiaries, which could materially differ from the events that actually occur. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and the “Cautionary Information” sections of KCS’ Form 10-K for the most recently ended fiscal year, filed by KCS with the Securities and Exchange Commission (SEC) (Commission file no. 1-04717). KCS will not update any forward-looking statements in this press release to reflect future events or developments.

Kansas City Southern
Statements of Income
(In millions, except share and per share amounts)
(Unaudited)

	Three Months						Twelve Months
	Ended December 31,						Ended December 31,
	2009			2008			2009			2008
Revenues	$	406.8		$	423.8		$	1,480.2		$	1,852.1
Operating expenses:
Compensation and benefits		88.3			78.6			328.8			369.9
Purchased services		44.4			53.4			171.3			209.1
Fuel		56.2			65.6			189.4			324.6
Equipment costs		42.0			43.2			164.1			178.6
Depreciation and amortization		43.0			45.4			182.5			168.6
Casualties and insurance		10.9			12.2			43.1			72.7
Materials and other		30.1			34.2			132.8			138.4
Total operating expenses		314.9			332.6			1,212.0			1,461.9
Operating income		91.9			91.2			268.2			390.2
Equity in net earnings of unconsolidated affiliates		2.8			4.2			7.7			18.0
Interest expense		(45.3	)		(36.2	)		(173.7	)		(138.9	)
Debt retirement costs		—			—			(5.9	)		(5.6	)
Foreign exchange gain (loss)		2.7			(21.7	)		2.1			(21.0	)
Other income (expense), net		0.5			(1.0	)		5.2			6.0
Income before income taxes and noncontrolling interest		52.6			36.5			103.6			248.7
Income tax expense (benefit)		17.7			(2.7	)		34.6			64.5
Net income		34.9			39.2			69.0			184.2
Noncontrolling interest		0.2			—			1.0			0.3
Net income attributable to Kansas City Southern and subsidiaries		34.7			39.2			68.0			183.9
Preferred stock dividends		2.7			2.8			11.0			15.2
Net income available to common shareholders	$	32.0		$	36.4		$	57.0		$	168.7
Earnings per share:
Basic earnings per share	$	0.33		$	0.40		$	0.61		$	2.02
Diluted earnings per share	$	0.33		$	0.40		$	0.61		$	1.86
Average shares outstanding (in thousands):
Basic		95,387			90,506			93,145			83,674
Potentially dilutive common shares		527			7,634			504			14,928
Diluted		95,914			98,140			93,649			98,602

Kansas City Southern
Revenues & Carloads/Units By Commodity — Fourth Quarter 2009 and 2008

	Revenues							Carloads and Units							Revenue per
	(in millions)							(in thousands)							Carload/Unit
	Fourth Quarter				%			Fourth Quarter				%			Fourth Quarter				%
	2009		2008		Change			2009		2008		Change			2009		2008		Change
Chemical & Petroleum
Agri Chemicals	$	5.8	$	5.7		2	%		4.0		4.6		(13	%)	$	1,450	$	1,239		17	%
Other Chemicals		35.9		33.5		7	%		23.8		22.8		4	%		1,508		1,469		3	%
Petroleum		22.5		19.3		17	%		18.0		13.7		31	%		1,250		1,409		(11	%)
Plastics		19.9		16.4		21	%		13.6		13.1		4	%		1,463		1,252		17	%
Total		84.1		74.9		12	%		59.4		54.2		10	%		1,416		1,382		2	%
Industrial & Consumer Products
Forest Products		44.7		51.0		(12	%)		30.6		33.8		(9	%)		1,461		1,509		(3	%)
Metals & Scrap		31.6		31.1		2	%		20.6		20.4		1	%		1,534		1,525		1	%
Other		16.4		24.1		(32	%)		18.3		22.8		(20	%)		896		1,057		(15	%)
Total		92.7		106.2		(13	%)		69.5		77.0		(10	%)		1,334		1,379		(3	%)
Agriculture & Minerals
Grain		55.2		65.9		(16	%)		34.1		38.5		(11	%)		1,619		1,712		(5	%)
Food Products		31.0		26.7		16	%		16.6		15.1		10	%		1,867		1,768		6	%
Ores & Minerals		10.9		14.2		(23	%)		10.1		15.8		(36	%)		1,079		899		20	%
Stone, Clay & Glass		5.1		5.9		(14	%)		3.3		3.7		(11	%)		1,545		1,595		(3	%)
Total		102.2		112.7		(9	%)		64.1		73.1		(12	%)		1,594		1,542		3	%
Coal
Unit Coal		41.6		42.1		(1	%)		65.4		67.4		(3	%)		636		625		2	%
Other Coal		6.3		9.2		(32	%)		9.2		12.1		(24	%)		685		760		(10	%)
Total		47.9		51.3		(7	%)		74.6		79.5		(6	%)		642		645		—
Intermodal		42.3		41.2		3	%		149.7		132.5		13	%		283		311		(9	%)
Automotive		20.2		20.1		—			19.2		25.3		(24	%)		1,052		794		32	%
TOTAL FOR COMMODITY GROUPS		389.4		406.4		(4	%)		436.5		441.6		(1	%)	$	892	$	920		(3	%)
Other Revenue		17.4		17.4		—
TOTAL	$	406.8	$	423.8		(4	%)

Kansas City Southern
Revenues & Carloads/Units By Commodity — Year to Date December 31, 2009 and 2008

	Revenues							Carloads and Units							Revenue per
	(in millions)							(in thousands)							Carload/Unit
	Year to Date				%			Year to Date				%			Year to Date				%
	2009		2008		Change			2009		2008		Change			2009		2008		Change
Chemical & Petroleum
Agri Chemicals	$	22.1	$	24.4		(9	%)		16.9		18.4		(8	%)	$	1,308	$	1,326		(1	%)
Other Chemicals		140.1		151.3		(7	%)		93.7		101.5		(8	%)		1,495		1,491		—
Petroleum		83.2		92.7		(10	%)		67.9		61.5		10	%		1,225		1,507		(19	%)
Plastics		78.0		79.4		(2	%)		59.8		58.8		2	%		1,304		1,350		(3	%)
Total		323.4		347.8		(7	%)		238.3		240.2		(1	%)		1,357		1,448		(6	%)
Industrial & Consumer Products
Forest Products		168.7		234.0		(28	%)		118.5		158.0		(25	%)		1,424		1,481		(4	%)
Metals & Scrap		102.1		166.3		(39	%)		71.8		108.4		(34	%)		1,422		1,534		(7	%)
Other		73.6		108.3		(32	%)		76.7		101.2		(24	%)		960		1,070		(10	%)
Total		344.4		508.6		(32	%)		267.0		367.6		(27	%)		1,290		1,384		(7	%)
Agriculture & Minerals
Grain		195.1		267.8		(27	%)		129.9		157.2		(17	%)		1,502		1,704		(12	%)
Food Products		103.5		101.5		2	%		58.8		59.6		(1	%)		1,760		1,703		3	%
Ores & Minerals		41.3		58.7		(30	%)		43.7		58.7		(26	%)		945		1,000		(6	%)
Stone, Clay & Glass		20.1		27.0		(26	%)		13.9		17.8		(22	%)		1,446		1,517		(5	%)
Total		360.0		455.0		(21	%)		246.3		293.3		(16	%)		1,462		1,551		(6	%)
Coal
Unit Coal		160.2		163.4		(2	%)		262.3		249.6		5	%		611		655		(7	%)
Other Coal		27.0		40.3		(33	%)		38.9		51.7		(25	%)		694		779		(11	%)
Total		187.2		203.7		(8	%)		301.2		301.3		—			622		676		(8	%)
Intermodal		143.4		160.6		(11	%)		516.4		520.9		(1	%)		278		308		(10	%)
Automotive		52.9		105.6		(50	%)		51.7		101.6		(49	%)		1,023		1,039		(2	%)
TOTAL FOR COMMODITY GROUPS		1,411.3		1,781.3		(21	%)		1,620.9		1,824.9		(11	%)	$	871	$	976		(11	%)
Other Revenue		68.9		70.8		(3	%)
TOTAL	$	1,480.2	$	1,852.1		(20	%)