KSU 10-K Annual Report Dec. 31, 2022 | Alphaminr
ALPHAMINR

KSU 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
KANSAS CITY SOUTHERN
10-Ks and 10-Qs
10-K
 		Fiscal year ended Dec. 31, 2022
10-Q
 		Quarter ended Sept. 30, 2022
10-Q
 		Quarter ended June 30, 2022
10-Q
 		Quarter ended March 31, 2022
10-K
 		Fiscal year ended Dec. 31, 2021
10-Q
 		Quarter ended Sept. 30, 2021
10-Q
 		Quarter ended June 30, 2021
10-Q
 		Quarter ended March 31, 2021
10-K
 		Fiscal year ended Dec. 31, 2020
10-Q
 		Quarter ended Sept. 30, 2020
10-Q
 		Quarter ended June 30, 2020
10-Q
 		Quarter ended March 31, 2020
10-K
 		Fiscal year ended Dec. 31, 2019
10-Q
 		Quarter ended Sept. 30, 2019
10-Q
 		Quarter ended June 30, 2019
10-Q
 		Quarter ended March 31, 2019
10-K
 		Fiscal year ended Dec. 31, 2018
10-Q
 		Quarter ended Sept. 30, 2018
10-Q
 		Quarter ended June 30, 2018
10-Q
 		Quarter ended March 31, 2018
10-K
 		Fiscal year ended Dec. 31, 2017
10-Q
 		Quarter ended Sept. 30, 2017
10-Q
 		Quarter ended June 30, 2017
10-Q
 		Quarter ended March 31, 2017
10-K
 		Fiscal year ended Dec. 31, 2016
10-Q
 		Quarter ended Sept. 30, 2016
10-Q
 		Quarter ended June 30, 2016
10-Q
 		Quarter ended March 31, 2016
10-K
 		Fiscal year ended Dec. 31, 2015
10-Q
 		Quarter ended Sept. 30, 2015
10-Q
 		Quarter ended June 30, 2015
10-Q
 		Quarter ended March 31, 2015
10-K
 		Fiscal year ended Dec. 31, 2014
10-Q
 		Quarter ended Sept. 30, 2014
10-Q
 		Quarter ended June 30, 2014
10-Q
 		Quarter ended March 31, 2014
10-K
 		Fiscal year ended Dec. 31, 2013
10-Q
 		Quarter ended Sept. 30, 2013
10-Q
 		Quarter ended June 30, 2013
10-Q
 		Quarter ended March 31, 2013
10-K
 		Fiscal year ended Dec. 31, 2012
10-Q
 		Quarter ended Sept. 30, 2012
10-Q
 		Quarter ended June 30, 2012
10-Q
 		Quarter ended March 31, 2012
10-K
 		Fiscal year ended Dec. 31, 2011
10-Q
 		Quarter ended Sept. 30, 2011
10-Q
 		Quarter ended June 30, 2011
10-Q
 		Quarter ended March 31, 2011
10-K
 		Fiscal year ended Dec. 31, 2010
10-Q
 		Quarter ended Sept. 30, 2010
10-Q
 		Quarter ended June 30, 2010
10-Q
 		Quarter ended March 31, 2010
10-K
 		Fiscal year ended Dec. 31, 2009
PROXIES
DEF 14A
 		Filed on April 9, 2021
DEF 14A
 		Filed on April 9, 2020
DEF 14A
 		Filed on April 5, 2019
DEF 14A
 		Filed on April 6, 2018
DEF 14A
 		Filed on April 4, 2017
DEF 14A
 		Filed on April 5, 2016
DEF 14A
 		Filed on April 6, 2015
DEF 14A
 		Filed on March 31, 2014
DEF 14A
 		Filed on April 1, 2013
DEF 14A
 		Filed on March 30, 2012
DEF 14A
 		Filed on March 30, 2011
DEF 14A
 		Filed on March 30, 2010
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 Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 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. Merger AgreementNote 4. Restructuring ChargesNote 5. LeasesNote 6. RevenueNote 7. Property and Equipment (including Concession Assets)Note 8. Other Balance Sheet CaptionsNote 9. Fair Value MeasurementsNote 10. Derivative InstrumentsNote 11. Short-term BorrowingsNote 12. Long-term DebtNote 13. Income TaxesNote 14. Stockholder(s) EquityNote 15. Share-based CompensationNote 16. Commitments and ContingenciesNote 17. Quarterly Financial Data (unaudited)Note 18. Geographic InformationNote 19. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

2.1 Agreement and Plan of Merger, dated as of September 15, 2021, by and among Kansas City Southern, Canadian Pacific Railroad Limited, Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation, filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on September 15, 2021 (File No. 1-4717), is incorporated herein by reference as Exhibit 2.1. 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 December 14, 2021 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.1. 3.2 Kansas City Southern Bylaws, amended and restated as of December 14, 2021, filed as Exhibit 3.2 to the Companys Current Report on Form 8-K filed on December 14, 2021 (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 Second Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Guarantors and the U.S. Bank National Association, as trustee and paying agent, attached as Exhibit 4.2.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.2.2. 4.2.3 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 4.2.3. 4.3 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. 4.3.1 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 4.3.1. 4.3.2 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 4.3.2. 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. 4.4.3 Second Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Guarantors and U.S. Bank National Association, as trustee and paying agent, attached as Exhibit 4.4.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.4.3. 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. 4.5.4 Third Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Note Guarantors and U.S. Bank National Association, as trustee, attached as Exhibit 4.5.4 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5.4. 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 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 4.6.1. 4.6.2 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 4.6.2. 4.6.3 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 4.6.3. 4.6.4 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 4.6.4. 4.6.5 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 4.6.5. 4.6.6 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 4.6.6. 4.6.7 Eighth Supplemental Indenture, dated May 3, 2018, 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 4, 2018 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.7. 4.6.8 Form of Note representing 4.700% Senior Notes due 2048 (included in Exhibit 4.2), filed as Exhibit 4.3 to the Companys Current Report on Form 8-K, filed on May 4, 2018 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.8. 4.6.9 Ninth Supplemental Indenture, dated November 18, 2019, among the Company, 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 November 18, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.9. 4.6.10 Form of Note representing 2.875% Senior Notes due 2029 (included in Exhibit 4.1), filed as Exhibit 4.3 to the Companys Current Report on Form 8-K, filed on November 18, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.10. 4.6.11 Tenth Supplemental Indenture, dated November 18, 2019, 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 November 18, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.11. 4.6.12 Form of Note representing 4.200% Senior Notes due 2069 (included in Exhibit 4.2), filed as Exhibit 4.4 to the Companys Current Report on Form 8-K, filed on November 18, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.12. 4.6.13 Eleventh Supplemental Indenture, dated April 22, 2020, 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 April 22, 2020 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.13. 4.6.14 Form of Note representing 3.500% Senior Notes due 2050 (included in Exhibit 4.1), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed on April 22, 2020 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.14. 4.6.15 Twelfth Supplemental Indenture, dated December 14, 2021, among the Company, Cygnus Merger Sub 1 Corporation, the Note Guarantors and U.S. Bank National Association, as trustee, attached as Exhibit 4.6.15 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.6.15. 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* Kansas City Southern Executive Plan (Amended and Restated January 19, 2022) is attached to this Form 10-K as Exhibit 10.4. 10.5* Kansas City Southern Executive Deferred Compensation Plan, dated August 31, 2018, filed as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended September 30, 2018, filed on October 19, 2018 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5. 10.5.1* Kansas City Southern Executive Deferred Compensation Plan Amendment No. 1, dated November 2, 2021, attached as Exhibit 10.5.1 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5.1. 10.6* Kansas City Southern Annual Incentive Plan, as amended and restated November 9, 2018, filed as Exhibit 10.7 to the Companys Form 10-K for the year ended December 31, 2018, filed on January 25, 2019 (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 (SICT) 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 SICT 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 SICT 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 December 31, 2013, of concession title granted by SICT 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. 10.7.4 English translation of amendment no. 4, dated December 20, 2017, of concession title granted by SICT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, November 22, 2006 and December 31, 2013, filed as Exhibit 10.3 to the Companys Form 10-Q for the quarter ended March 31, 2019, filed on April 17, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.4. 10.7.5 English translation of amendment no. 5, dated April 27, 2018, of concession title granted by SICT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, November 22, 2006, December 31, 2013 and December 20, 2017, filed as Exhibit 10.4 to the Companys Form 10-Q for the quarter ended March 31, 2019, filed on April 17, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.5. 10.7.6 English translation of amendment no. 6, dated July 14, 2022, of concession title granted by SICT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, November 22, 2006, December 31, 2013, December 20, 2017, and April 27, 2018, filed as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended June 30, 2022, filed on July 28, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.6. 10.8 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 Exhibit10.8. 10.8.1 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 Exhibit10.8.1. 10.8.2 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 Exhibit10.8.2. 10.8.3 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 Exhibit10.8.3. 10.8.4 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 Exhibit10.8.4. 10.8.5 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 10.8.5. 10.9 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 Exhibit10.9. 10.10 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 Exhibit10.10. 10.11 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 10.11. 10.11.1 Amendment, Consent and Waiver to Financing Agreement, dated as of December 31, 2021, between The Kansas City Southern Railway Company and the United States Department of Transportation, an agency of the United States of America, acting by and through the Executive Director of the Build America Bureau, attached as Exhibit 10.11.1 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.1. 10.12 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 10.12. 10.12.1 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 10.12.1. 10.12.2 Agreement No. 1 to Amend Financing Agreement, Guaranty Agreement and Issue a Waiver, dated as of February 16, 2007, among the United States of America, represented by the Secretary of Transportation acting through the Administrator of the Federal Railroad Administration, the Company, and The Texas Mexican Railway Company, attached as Exhibit 10.12.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.12.2. 10.12.3 Amendment and Consent to Financing Agreement, dated as of December 31, 2021, between The Texas Mexican Railway Company, and the United States Department of Transportation, an agency of the United States of America, acting by and through the Executive Director of the Build America Bureau, attached as Exhibit 10.12.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.12.3. 10.13 Credit Agreement, dated March 8, 2019, 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, Citibank, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunning managers, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 11, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13. 10.13.1 Letter waiver, dated as of September 30, 2021, among the Company, the guarantors party thereto, the financial institutions party thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on October 19, 2021, is incorporated herein by reference as Exhibit 10.13.1. 10.13.2 Assumption Agreement and Joinder dated as of December 14, 2021, among the Company, Cygnus Merger Sub 1 Corporation, and Bank of America, N.A. as administrative agent, attached as Exhibit 10.13.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.2. 10.14* 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 10.14. 10.15* Form of Severance Agreement (CEO Version, which the Company has entered into with Patrick J. Ottensmeyer), filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 21, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.15. 10.16* Form of Severance Agreement (Officer Version, which the Company has entered into with each of Michael W. Upchurch, Jeffrey M. Songer, Michael J. Naatz and Adam J. Godderz), filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on June 21, 2019 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.16. 10.17* 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 10.17. 10.17.1* Form of Non-Qualified Stock Option, Restricted Share and Performance Award Agreement under the 2017 Plan for the 2020 Long-Term Incentive Program, attached as Exhibit 10.17.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.1. 10.17.2* Form of Non-Qualified Stock Option, Restricted Share and Performance Award Agreement under the 2017 Plan for the 2021 Long-Term Term Incentive Program, attached as Exhibit 10.17.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.2. 10.18* Form of Letter Agreement, dated September 15, 2021, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 15, 2021 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.18. 10.19* Form of Retention Award Agreement, dated September 2021, attached as Exhibit 10.19 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.19. 10.20* Form of Restricted Cash Award and Performance Cash Award Agreement for purposes of 2022 Long-Term Incentive awards, is attached to this Form 10-K as Exhibit 10.20. 21.1 Subsidiaries of the Company 22.1 List of Issuers and Guarantor Subsidiaries, filed as Exhibit 22.1 to the Companys Form 10-Q for the quarter ended March 31, 2020, filed on April 17, 2020 (File No. 1-4717), is incorporated herein by reference as Exhibit 22.1. 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, furnished herewith. 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, furnished herewith.