KSU 10-K Annual Report Dec. 31, 2017 | Alphaminr
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KSU 10-K Fiscal year ended Dec. 31, 2017

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KANSAS CITY SOUTHERN
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Kcs S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Description Of The BusinessNote 2. Significant Accounting PoliciesNote 3. Mexican Fuel Excise Tax CreditNote 4. Hurricane HarveyNote 5. Earnings Per ShareNote 6. Property and Equipment (including Concession Assets)Note 7. Other Balance Sheet CaptionsNote 8. Fair Value MeasurementsNote 9. Derivative InstrumentsNote 10. Short-term BorrowingsNote 11. Long-term DebtNote 12. Income TaxesNote 13. Stockholders EquityNote 14. Share-based CompensationNote 15. Commitments and ContingenciesNote 16. Quarterly Financial Data (unaudited)Note 17. Geographic InformationNote 18. Subsequent EventsNote 19. Condensed Consolidating Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Kansas City Southern, filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed on May 7, 2012 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.1. 3.1.1 Amendments to the Kansas City Southern Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 5, 2014 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.1.1. 3.2 Kansas City Southern Bylaws, amended and restated as of May 6, 2016, filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 10, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.2. 4.2 2043 Notes Indenture, dated April 29, 2013, among KCSR, the Guarantors and U.S. Bank National Association, as trustee and paying agent, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on April 29, 2013 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.2. 4.2.1 First Supplemental Indenture, dated November 23, 2015, among KCSR, the Guarantors and the U.S. Bank National Association, as trustee and paying agent, filed as exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 24, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.2.1. 4.2.2 Form of Special Global Note representing KCSRs 4.30% Senior Notes due 2043, filed as Exhibit 4.2.4 to the Companys Registration Statement on Form S-4 filed on April 21, 2014 (File No. 333-195413), is incorporated herein by reference as Exhibit 4.2.2. 4.3 2020 KCSM Notes Indenture, dated May 3, 2013, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 8, 2013 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.3. 4.3.1 First Supplemental Indenture, dated November 23, 2015, filed as exhibit 4.5 to the Companys Current Report on Form 8-K filed on November 24, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.3.1. 4.3.2 2023 KCSM Notes Indenture, dated May 3, 2013, filed as exhibit 4.2 to the Companys Current Report on Form 8-K filed on May 8, 2013 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.3.2. 4.3.3 First Supplemental Indenture, dated November 23, 2015, filed as exhibit 4.6 to the Companys Current Report on Form 8-K filed on November 24, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.3.3. 4.3.4 Special Global Note representing the 2.35% Senior Notes due 2020, filed as Exhibit 4.4.3 to the Registration Statement on Form S-4 for KCSM, filed on August 26, 2013 (File No. 333-190820), is incorporated herein by reference as Exhibit 4.3.4. 4.3.5 Special Global Note representing the 3.0% Senior Notes due 2023, filed as Exhibit 4.5.3 to the Registration Statement on Form S-4 for KCSM, filed on August 26, 2013 (File No. 333-190820), is incorporated herein by reference as Exhibit 4.3.5. 4.4 2023 Notes Indenture, dated October 29, 2013, among KCSR, the Guarantors and U.S. Bank National Association, as trustee and paying agent, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on October 30, 2013 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.4. 4.4.1 First Supplemental Indenture, dated November 23, 2015, among KCSR, the Guarantors and U.S. Bank National Association, as trustee and paying agent, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 24, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.4.1. 4.4.2 Form of Special Global Note representing KCSRs 3.85% Senior Notes due 2023, filed as Exhibit 4.4.4 to the Companys Registration Statement on Form S-4 filed on April 21, 2014 (File No. 333-195413), is incorporated herein by reference as Exhibit 4.4.2. 4.5 2045 Notes Indenture, dated July 27, 2015, among KCSR, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on July 28, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5. 4.5.1 First Supplemental Indenture, dated July 27, 2015, among KCSR, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.2 to the Companys Current Report on Form 8-K filed on July 28, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5.1. 4.5.2 Second Supplemental Indenture, dated November 23, 2015, among KCSR, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.3 to the Companys Current Report on Form 8-K filed on November 24, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5.2. 4.5.3 Form of Note representing 4.950% Senior Notes due 2045 (included in Exhibit 4.2), filed as exhibit 4.3 to the Companys Current Report on Form 8-K filed on July 28, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5.3. 4.6 Base Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6. 4.6.1 Second Supplemental Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.3 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.1. 4.6.2 Third Supplemental Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.4 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.2. 4.6.3 Fourth Supplemental Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.5 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.3. 4.6.4 Fifth Supplemental Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.6 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.4. 4.6.5 Sixth Supplemental Indenture, dated December 9, 2015, among KCS, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.7 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.5. 4.6.6 Seventh Supplemental Indenture, dated May 16, 2016, among the Company, the Note Guarantors and U.S. Bank National Association, as trustee, filed as exhibit 4.2 to the Companys Current Report on Form 8-K filed on May 17, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.6. 4.6.7 Form of Note representing 3.125% Senior Notes due 2026 (included in Exhibit 4.2), filed as exhibit 4.3 to the Companys Current Report on Form 8-K filed on May 17, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.7. 10.3* Directors Deferred Fee Plan, adopted August20, 1982, as amended and restated effective May 2, 2007, filed as Exhibit 10.3 to the Companys Form 10-K for the year ended December 31, 2010, filed on February 9, 2011 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.3. 10.4* Employment Agreement, dated February 19, 2015, between KCSR and Patrick J. Ottensmeyer filed as Exhibit 10.9 to the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.4. 10.5* Kansas City Southern Executive Plan (Amended and Restated February 18, 2015), filed as Exhibit 10.7 to the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5. 10.6* Kansas City Southern Annual Incentive Plan, as amended and restated February 17, 2017, filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 24, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.6. 10.7 English translation of concession title granted by the Secretara de Comunicaciones y Transportes (SCT) in favor of Ferrocarril del Noreste, S.A. de C.V. (FNE), dated December 2, 1996, filed as Exhibit10.10 to the Companys Form 10-K for the year ended December 31, 2011, filed on February 8, 2012 (File No.1-4717), is incorporated herein by reference as Exhibit 10.7. 10.7.1 English translation of amendment, dated February 12, 2001, filed as Exhibit 10.10.1 to the Companys Form 10-K for the year ended December 31, 2011, filed on February 8, 2012 (File No. 1-4717), of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996, is incorporated herein by reference as Exhibit 10.7.1. 10.7.2 English translation of amendment no. 2, dated November 22, 2006, filed as Exhibit 10.10.2 to the Companys Form 10-K for the year ended December 31, 2011, filed on February 8, 2012 (File No. 1-4717), of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, is incorporated herein by reference as Exhibit 10.7.2. 10.7.3 English translation of amendment no. 3, dated March 26, 2014, of concession title granted by SCT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001 and November 22, 2006, filed as Exhibit 10.8.3 to the Companys Form 10-K for the year ended December 31, 2016, filed on January 27, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.3. 10.10 Transaction Agreement, dated December1, 2005, among the Company, KCSR, Norfolk Southern Corporation and The Alabama Great Southern Railroad Company (the Transaction Agreement), filed as Exhibit10.46 to the Companys Form10-K for the year ended December31, 2005, filed on April 7, 2006 (File No.1-4717), is incorporated herein by reference as Exhibit10.10. 10.10.1 Amendment No.1 to the Transaction Agreement, dated January17, 2006, filed as Exhibit10.47 to the Companys Form10-K for the year ended December31, 2005, filed on April 7, 2006 (FileNo.1-4717), is incorporated herein by reference as Exhibit10.10.1. 10.10.2 Amendment No.2 to the Transaction Agreement, dated May1, 2006, filed as Exhibit10.2 to the Companys Form10-Q for the quarter ended March31, 2006, filed on May 9, 2006 (File No.1-4717), is incorporated herein by reference as Exhibit10.10.2. 10.10.3 Limited Liability Company Agreement of Meridian Speedway, LLC, dated May1, 2006, between the Alabama Great Southern Railroad Company and the Company, filed as Exhibit10.3 to the Companys Form10-Q for the quarter ended March31, 2006, filed on May 9, 2006 (File No.1-4717), is incorporated herein by reference as Exhibit10.10.3. 10.10.4 Amendment No. 1 and Waiver to Limited Liability Company Agreement, dated August 12, 2011, among Meridian Speedway, LLC, the Company, KCS Holdings, Inc. and The Alabama Great Southern Railroad Company, filed as Exhibit10.2 to the Companys Form10-Q for the quarter ended September 30, 2011, filed on October 21, 2011 (File No.1-4717), is incorporated herein by reference as Exhibit10.10.4. 10.10.5 Amendment No. 2 to Limited Liability Company Agreement, dated December 9, 2013, among the Company, KCS Holdings, Inc. and The Alabama Great Southern Railroad Company, filed as Exhibit 10.11.5 to the Companys Form 10-K for the year ended December 31, 2016, filed on January 27, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.10.5. 10.11 Participation Agreement, dated August2, 2006, among KCSR, KCSR Trust2006-1 (acting through Wilmington TrustCompany, as owner trustee) (2006 Trust), HSH Nordbank AG, New York Branch, Wells Fargo Bank Northwest, National Association, and DVB Bank AG, filed as Exhibit10.4 to the Companys Form10-Q for the quarter ended September30, 2006, filed on November9, 2006 (File No.1-4717), is incorporated herein by reference as Exhibit10.11. 10.11.1 Equipment Lease Agreement, dated August2, 2006, between KCSR and the KCSR Trust2006-1, filed as Exhibit10.41 to the Companys Form10-Q for the quarter ended September30, 2006, filed on November 9, 2006 (File No.1-4717), is incorporated herein by reference as Exhibit10.11.1. 10.12 Participation Agreement, dated September27, 2007, among KCSR, KCSR 2007-1 Statutory Trust (acting through U.S. Bank TrustNational Association, as owner trustee) (2007 Trust), U.S. Bank TrustNational Association, GS Leasing (KCSR 2007-1) LLC, Wilmington TrustCompany, and KfW, filed as Exhibit10.51 to the Companys Form10-K for the year ended December31, 2007, filed on February 15, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.12. 10.12.1 Equipment Lease Agreement, dated September27, 2007, between KCSR and the KCSR 2007-1 Statutory Trust, filed as Exhibit10.52 to the Companys Form10-K for the year ended December31, 2007, filed on February 15, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.12.1. 10.13* Kansas City Southern 2008 Stock Option and Performance Award Plan (Amended and Restated February 18, 2015) (the 2008 Plan), filed as Exhibit10.1 to the Companys Current Report on Form8-K, filed on February 23, 2015 (FileNo.1-4717), is incorporated herein by reference as Exhibit10.13. 10.13.1* Form of Restricted Shares Award Agreement (Standard Form) under the 2008 Plan, filed as Exhibit 10.4 to the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.1. 10.13.2* Form of Restricted Shares Award Agreement (for use with the Executive Plan) under the 2008 Plan, filed as Exhibit 10.5 to the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.2. 10.13.3* Form of Restricted Stock Award Agreement under the 2008 Plan, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 10, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.3. 10.13.4* Form of Restricted Share Award Agreement (Employees) under the 2008 Plan for the 2016 Stock Appreciation Incentive Plan, filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 25, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.4. 10.13.5* Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (United States Employees) under the 2008 Plan for the 2014 Long-Term Incentive Program, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 26, 2014 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.5. 10.13.6* Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (Non-United States Employees) under the 2008 Plan for the 2014 Long-Term Incentive Program, filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 26, 2014 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.6. 10.13.7* Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (Employees) under the 2008 Plan for the 2015 Long-Term Incentive Program, filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.7. 10.13.8* Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement (Employees) under the 2008 Plan for the 2016 Long-Term Incentive Program, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 25, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.8. 10.13.9* Form of Non-Qualified Stock Option, Restricted Share and Performance Share Award Agreement under the 2008 Plan for the 2017 Long-Term Incentive Program, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 24, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.9. 10.14 Participation Agreement (KCSR 2008-1), dated as of April1, 2008, among KCSR, KCSR 2008-1 Statutory Trust (acting through U.S. Bank TrustNational Association, not in its individual capacity, but solely as Owner Trustee) (KCSR 2008-1 Statutory Trust), U.S. Bank TrustNational Association (only in its individual capacity as expressly provided therein), MetLife Capital, Limited Partnership (as Owners Participant), Wilmington TrustCompany (as Indenture Trustee) and Export Development Canada (as Loan Participant), filed as Exhibit10.2 to the Companys Form10-Q for the quarter ended March31, 2008, filed on April 24, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.14. 10.14.1 Equipment Lease Agreement (KCSR 2008-1), dated as of April1, 2008, between KCSR 2008-1 Statutory Trust (as Lessor) and KCSR (as Lessee), filed as Exhibit10.3 to the Companys Form10-Q for the quarter ended March31, 2008, filed on April 24, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.14.1. 10.15 Loan and Security Agreement, dated February26, 2008, between KCSM and Export Development Canada, filed as Exhibit10.1 to the Companys Form10-Q for the quarter ended March31, 2008, filed on April 24, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.15. 10.16 Loan Agreement, dated as of September24, 2008, between KCSM and DVB Bank AG, filed as Exhibit10.1 to the Companys Form10-Q for the quarter ended September30, 2008, filed on October28, 2008 (File No.1-4717), is incorporated herein by reference as Exhibit10.16. 10.17* English translation of the Employment Agreement, dated April20, 2006, between Kansas City Southern de Mxico, S.A. de C.V. and Jos Guillermo Zozaya Delano, filed as Exhibit10.4 to the Companys Form10-Q for the quarter ended March31, 2009, filed on April 30, 2009 (File No.1-4717), is incorporated herein by reference as Exhibit10.17. 10.17.1* English translation of Amendment Agreement to the Individual Indefinite Employment Contract of April 20, 2006, dated May 27, 2009, between KCSM and Jos Guillermo Zozaya Delano, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on June 2, 2009 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.1. 10.18* Employment Agreement, dated August15, 2008, between KCSR and Michael W. Upchurch, filed as Exhibit10.1 to the Companys Current Report on Form8-K, filed on October22, 2008 (FileNo.1-4717), is incorporated herein by reference as Exhibit10.18. 10.18.1* Amendment to Employment Agreement dated December 17, 2012, between KCSR and Michael W. Upchurch, filed as Exhibit 10.28.1 to the Companys Form 10-K for the year ended December 31, 2012, filed on February 4, 2013 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.18.1. 10.19* Employment Agreement, dated February 18, 2015, between The Kansas City Southern Railway Company and Jeffrey M. Songer, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 15, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.19. 10.20* Employment Agreement, dated July 13, 2015, between The Kansas City Southern Railway Company and Brian Hancock, filed as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended March 31, 2016, filed on April 19, 2016 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.20. 10.21 Trackage Rights Agreement, dated February 9, 2010, between KCSM and Ferromex, filed as Exhibit10.2 to the Companys Form 10-Q for the quarter ended March 31, 2010, filed on April 27, 2010 (File No.1-4717), is incorporated herein by reference as Exhibit10.21. 10.22 Form of Loan Agreement between Locomotives Structured Holdings LLC (as successor by assignment from General Electric Capital Corporation) and KCSM, dated September 1, 2011, filed as Exhibit10.1 to the Companys Form10-Q for the quarter ended September 30, 2011, filed on October 21, 2011 (File No.1-4717), is incorporated herein by reference as Exhibit10.22. 10.23 Financing Agreement dated as of February 21, 2012, between The Kansas City Southern Railway Company and the United States of America represented by the Secretary of Transportation acting through the Administrator of the Federal Railroad Administration, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 22, 2012 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.23. 10.24 Financing Agreement between The Texas-Mexican Railway Company and the Federal Railroad Administration, dated June28, 2005, filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q, filed on August 15, 2005 (File No. 1-04717), are incorporated herein by reference as Exhibit 10.24. 10.24.1 Pledge Agreement between Mexrail, Inc. and the Federal Railroad Administration, and Guaranty of Mexrail, Inc. in favor of the Federal Railroad Administration, filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q, filed on August 15, 2005 (File No. 1-04717), are incorporated herein by reference as Exhibit 10.24.1. 10.25 Credit Agreement, dated December 9, 2015, among the Company, the guarantors party thereto, the various financial institutions and other persons from time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-syndication agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunning managers, filed as exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 15, 2015 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.25. 10.26* Form of Executive Arbitration Agreement with the Companys executive officers, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, filed on July 21, 2017 (File No. 1-04717), is incorporated herein by reference as Exhibit 10.26. 10.27* Kansas City Southern 2017 Equity Incentive Plan, effective May 4, 2017 (the 2017 Plan), filed as exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 9, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.27. 10.27.1* Form of Restricted Shares Award Agreement under the 2017 Plan, filed as exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 9, 2017 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.27.1. 10.27.2* Form of Non-Management Director Deferred Stock Award Agreement under the 2017 Plan is attached to this Form 10-K as Exhibit 10.27.2. 12.1 Computation of Ratio of Earnings to Fixed Charges 21.1 Subsidiaries of the Company 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm, is attached to this Form 10-K as Exhibit 23.1. 31.1 Certification of Patrick J. Ottensmeyer, Chief Executive Officer of the Company, is attached to this Form10-K as Exhibit31.1. 31.2 Certification of Michael W. Upchurch, Chief Financial Officer of the Company, is attached to this Form10-K as Exhibit31.2. 32.1 Certification of Patrick J. Ottensmeyer, Chief Executive Officer of the Company, furnished pursuant to 18U.S.C. Section1350, is attached to this Form10-K as Exhibit32.1. 32.2 Certification of Michael W. Upchurch, Chief Financial Officer of the Company, furnished pursuant to 18U.S.C. Section1350, is attached to this Form10-K as Exhibit32.2.