X0304 4 2012-02-22 0000054480 KANSAS CITY SOUTHERN KSU 0001382924 Wochner William J KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 0 1 0 0 Sr VP & Chief Legal Officer Common Stock 2012-02-22 4 A 0 2700 0 A 113388 D Common Stock 2012-02-22 4 S 0 30000 66.7433 D 83388 D Common Stock 2012-02-23 4 F 0 1394 67.38 D 81994 D Common Stock 17176.695 I Held by 401(k) & P/S Plan Employee Stock Option (Right to Buy) 12.55 2003-01-16 2013-01-15 Common Stock 1148 1148 D LSAR 12.55 Common Stock 1148 1148 D Employee Stock Option (Right to Buy) 14.60 2005-01-02 2014-01-01 Common Stock 6000 6000 D LSAR 14.60 Common Stock 6000 6000 D Employee Stock Option (Right to Buy) 14.53 2004-02-09 2014-02-08 Common Stock 1102 1102 D LSAR 14.53 Common Stock 1102 1102 D Employee Stock Option (Right to Buy) 34.11 2012-02-23 2017-02-22 Common Stock 22500 22500 D LSAR 34.11 Common Stock 22500 22500 D Employee Stock Option (Right to Buy) 35.41 2013-03-01 2020-02-29 Common Stock 6800 6800 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 2830 2830 D Employee Stock Option (Right to Buy) 66.99 2012-02-22 4 A 0 2037 0 A 2022-02-21 Common Stock 2037 2037 D 1,447 of these shares represent performance shares that were earned on February 22, 2012 when the KCS Compensation and Organization Committee determined that the 2011 performance goals were met. These performance shares will not vest until February 28, 2014. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company. Includes 308 shares acquired through the KCS Employee Stock Purchase Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.4904 to $66.97, inclusive. The reporting person undertakes to provide to Kansas City Southern, any security holder of Kansas City Southern, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes 1.106 shares acquired under the KCS Employee Stock Ownership Plan ("ESOP") since the date of the reporting person's last ownership report. Additionally, prior to December 31, 2011, these shares were held in the ESOP. Effective December 31, 2011, all assets of the ESOP were merged into the KCS 401(k) and Profit Sharing Plan. Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated. Prior to March 1, 2013, this option may become exercisable in 1/3 increments if the daily closing price of Kansas City Southern's common stock on the New York Stock Exchange is greater than or equal to $38.95, $42.85, and $47.14, respectively, for at least 30 consecutive trading days. The first target was met and 2,267 of these options became exercisable on November 19, 2010. The second target was met and 2,267 of these options became exercisable on December 8, 2010. The third target was met and 2,266 of these options became exercisable on January 7, 2011. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant. Brian P. Banks, Attorney-in-fact 2012-02-24