X0306 4 2013-03-06 0000054480 KANSAS CITY SOUTHERN KSU 0001224125 ERDMAN WARREN K KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 0 1 0 0 Executive Vice President Common Stock 2013-03-06 4 S 0 369 105.00 D 49145 D Common Stock 2013-03-08 4 S 0 3510 104.2008 D 45635 D Common Stock 969.79 I Held by 401(k) & P/S Plan Employee Stock Option (Right to Buy) 35.41 2013-03-01 2020-02-29 Common Stock 11400 11400 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 4980 4980 D Employee Stock Option (Right to Buy) 66.99 2022-02-21 Common Stock 3362 3362 D Employee Stock Option (Right to Buy) 97.77 2023-02-20 Common Stock 2620 2620 D 2,634 of these shares represent performance shares that were earned on February 21, 2013 when the KCS Compensation and Organization Committee determined that the 2012 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. 2,541 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.18 to $104.29, 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. 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 3,800 of these options became exercisable on November 19, 2010. The second target was met and 3,800 of these options became exercisable on December 8, 2010. The third target was met and 3,800 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. Adam J. Godderz, Attorney-in-fact 2013-03-08