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): October 19, 2021

KANSAS CITY SOUTHERN

(Exact name of registrant as specified in its charter)

Delaware	1-4717	44-0663509
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative	KSU	New York Stock Exchange
Common Stock, $.01 Per Share Par Value	KSU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 October 19, 2021, announcing the Company’s third quarter 2021 earnings and operating results. Included in Exhibit 99.1 are schedules regarding certain financial information discussed during the Company’s third quarter 2021 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) Exhibits

Exhibit No	Description
99.1	Press Release dated October 19, 2021 issued by Kansas City Southern entitled “Kansas City Southern Reports Third Quarter Results”.
104	Cover page information from Kansas City Southern’s Current Report on Form 8-K filed on October 19, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101.

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

Date: October 19, 2021

By:	/s/ Suzanne M. Grafton
	Name: Suzanne M. Grafton
	Title: Vice President & Chief Accounting Officer
	(Principal Accounting Officer)

3

EX-99.1

Exhibit 99.1

KCS: Ashley Thorne, 816-983-1530, athorne@kcsouthern.com

Kansas City Southern Reports Third Quarter Results

Kansas City, Mo., October 19, 2021. Kansas City Southern (KCS) (NYSE:KSU) reported revenues of $744.0 million, an increase of 13% from third quarter 2020. Overall, carload volumes were down 3% compared to prior year primarily due to the following commercial impacts:

•Auto plant shutdowns driven by a global microchip shortage;

•Service interruptions at Lazaro Cárdenas due to KCSM right-of-way blockages resulting from teachers' protests; and

•Increased regulation of refined fuel product shipments into Mexico resulting in supply chain disruptions.

Third Quarter 2021

Third quarter revenues were $744.0 million, an increase of 13% primarily resulting from mix, higher fuel surcharge, and the strengthening of the Mexican peso against the U.S. dollar.

Third quarter operating expenses were $492.1 million, including $36.5 million in merger costs. Operating income was $251.9 million and the reported operating ratio was 66.1%. Third quarter net income was $156.5 million, or $1.71 per diluted share. Adjusted third quarter operating income, operating ratio, net income, and diluted earnings per share were as follows:

(in millions, except operating ratio and diluted earnings per share)	Three Months Ended September 30, 2021
	Operating Income		Operating Ratio		Net Income		Diluted Earnings per Share
GAAP Operating Results	$	251.9	66.1	%	$	156.5	$	1.71
Merger Costs	36.5		(4.9)	%	28.2		0.31
Other Adjustments, Net	—		—		0.3		—
Adjusted Operating Results (non-GAAP)	$	288.4	61.2	%	$	185.0	$	2.02
See following pages for reconciliations to GAAP

“We are encouraged that despite several commercial headwinds, our network is performing extremely well and we are delivering near record velocity and dwell,” stated Patrick J. Ottensmeyer, KCS president and chief executive officer. "Underlying industrial demand is strong, and KCS has maintained resources to prioritize customer service as volumes return to the network. As certain supply chain disruptions are resolved and our revenue environment improves, our network will be well-positioned to handle incremental volume while continuing to provide premium service to our customers.

“We are also very pleased to have announced our combination with Canadian Pacific, creating the first single-line rail network linking the U.S., Mexico and Canada. This historic combination will enhance competition, create new options for customers, and support economic growth in North America."

For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit FutureForFreight.com.

Statement Regarding Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying third quarter 2021 earnings release contains non-GAAP financial measures. KCS management believes that certain non-GAAP financial measures used to review and in certain cases manage the Company's business fall within the meaning of Regulation G (Disclosure of non-GAAP financial measures) and may provide its users of the financial information with additional meaningful comparison when reviewing the Company's results. KCS management uses non-GAAP information in its planning and forecasting processes and to further analyze its own financial trends and operational performance, as well as making financial comparisons to prior periods presented on a similar basis. Management believes investors and users of the Company's financial information should consider all of the above factors when evaluating KCS's results.

These non-GAAP measures should be viewed as a supplement and not considered a substitute for GAAP measures. Some of KCS's non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures.

GAAP Reconciliations

($ in millions, except per share amounts)

Reconciliation of Diluted Earnings per Share to
Adjusted Diluted Earnings per Share	Three Months Ended September 30, 2021
	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share
As reported	$	216.7	$	60.2	$	156.5	$	1.71
Adjustments for:
Merger costs	36.5		8.3		28.2		0.31
Foreign exchange loss	0.5		0.2		0.3		—
Adjusted	$	253.7	$	68.7	185.0
Less: Noncontrolling interest and preferred stock
dividends					(0.4)
Adjusted net income available to common
stockholders - see (a) below					$	184.6	$	2.02

GAAP Reconciliations (continued)

($ in millions, except per share amounts)

	Three Months Ended September 30, 2020
	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share
As reported	$	238.7	$	48.5	$	190.2	$	2.01
Adjustments for:
Restructuring charges	0.5		0.1		0.4		—
Foreign exchange gain	(7.7)		(2.3)		(5.4)		(0.05)
Foreign exchange component of income taxes	—		(0.3)		0.3		—
Adjusted	$	231.5	$	46.0	185.5
Less: Noncontrolling interest and preferred stock
dividends					(0.5)
Adjusted net income available to common
stockholders - see (a) below					$	185.0	$	1.96

Reconciliation of Operating Expenses to Adjusted	Three Months Ended						Nine Months Ended
Operating Expenses	September 30,						September 30,
	2021			2020			2021			2020
Operating expenses as reported	$	492.1		$	388.1		$	2,126.3		$	1,198.5
Adjustment for merger costs	(36.5)			—			(776.6)			—
Adjustment for restructuring charges	—			(0.5)			—			(17.0)
Adjusted operating expenses - see (b) below	$	455.6		$	387.6		$	1,349.7		$	1,181.5
Operating income as reported	$	251.9		$	271.5		$	73.2		$	740.7
Adjusted operating income - see (b) below	288.4			272.0			849.8			757.7
Operating ratio (c) as reported	66.1		%	58.8		%	96.7		%	61.8		%
Adjusted operating ratio - see (b) and (c) below	61.2		%	58.8		%	61.4		%	60.9		%

(a)The Company believes adjusted diluted earnings per share is meaningful as it allows investors to evaluate the Company’s performance for different periods on a more comparable basis by adjusting for the impact of changes in foreign currency exchange rates, and items that are not directly related to the ongoing operations of the Company. The income tax expense impacts related to these adjustments are calculated at the applicable statutory tax rate.

(b)The Company believes adjusted operating expenses, operating income and operating ratio are meaningful as they allow investors to evaluate the Company's performance for different periods on a more comparable basis by adjusting for items that are not directly related to the ongoing operations of the Company.

(c)Operating ratio is calculated by dividing operating expenses by revenues; or in the case of adjusted operating ratio, adjusted operating expenses divided by revenues.

Investor Conference Call and Webcast

KCS will also hold its third quarter 2021 earnings conference call on Tuesday, October 19, 2021 at 8:45 a.m. eastern time. Shareholders and other interested parties are invited to participate via live webcast or telephone. To participate in the live webcast and to view accompanying presentation materials, please log into investors.kcsouthern.com immediately prior to the presentation. To join the teleconference, please call (844) 308-6428 from the U.S., or (412) 317-5409 from all other countries.

A replay of the presentation will be available by calling (877) 344-7529 from the U.S., (855) 669-9658 from Canada or (412) 317-0088 from all other countries and entering conference ID 10152592. The webcast replay and presentation materials will be archived on the company’s website.

About Kansas City Southern

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) 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.  KCS' North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.  More information about KCS can be found at www.kcsouthern.com

Forward-Looking Information

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. In addition, management may make forward-looking statements orally or in other writing, including, but not limited to, in press releases, quarterly earnings calls, executive presentations, in the annual report to stockholders and in other filings with the Securities and Exchange Commission. Readers can usually identify these forward-looking statements by the use of such words as "may," "will," "should," "likely," "plans," "projects," "expects," "anticipates," "believes" or similar words. These statements involve a number of risks and uncertainties. Actual results could materially differ from those anticipated by such forward-looking statements as a result of a number of factors or combination of factors including, but not limited to: the merger with Canadian Pacific Railway Limited ("CP") is subject to various closing conditions and there can be no assurances as to whether and when it may be completed; failure to complete the Company’s merger with CP could negatively impact the Company’s stock price and future business and financial results; Company’s stockholders cannot be sure of the value of the merger consideration they will receive from CP in the merger; lawsuits may be filed against the Company and/or CP challenging the transactions contemplated by the merger between, among others, the Company and CP; the shares of CP common stock to be received by the Company’s stockholders upon completion of the merger will have different rights from shares of the Company’s common stock; after completion of the merger, CP may fail to realize the projected benefits and cost savings of the merger; public health threats or outbreaks of communicable diseases, such as the ongoing COVID-19 pandemic (including its variants) and its impact on KCS’s business, suppliers, consumers, customers, employees and supply chains; rail accidents or other incidents or accidents on KCS’s rail network or at KCS’s facilities or customer facilities involving the release of hazardous materials, including toxic inhalation hazards; legislative and regulatory developments and disputes, including environmental regulations; loss of the rail concession of Kansas City Southern’s subsidiary, Kansas City Southern de México, S.A. de C.V.; North American and global economic, political and social conditions; disruptions to the Company’s technology infrastructure, including its computer systems; increased demand and traffic congestion; the level of trade between the United States and Asia or Mexico; fluctuations in the peso-dollar exchange rate; natural events such as severe weather, hurricanes and floods; the outcome of claims and litigation involving the Company or its subsidiaries; changes in business strategy and strategic opportunities; competition and consolidation within the transportation industry; the business environment in industries that produce and use items shipped by rail; the termination of, or failure to renew, agreements with customers, other railroads and third parties; the satisfaction of by third parties of their obligations; fluctuation in prices or availability of key materials, fluctuations in commodity demand; in particular diesel fuel; access to capital; sufficiency of budgeted capital expenditures in carrying out business plans; services infrastructure; climate change and the market and regulatory responses to climate change; dependency on certain key suppliers of core rail equipment; changes in securities and capital markets; unavailability of qualified personnel; labor difficulties, including strikes and work stoppages; acts of terrorism or risk of terrorist activities, war or other acts of violence; and other factors affecting the operation of the business; and other risks identified in this news release, in KCS's Annual Report on Form 10-K for the year ended December 31, 2020, and in other reports filed by KCS with the Securities and Exchange Commission.

Forward-looking statements reflect the information only as of the date on which they are made. KCS does not undertake any obligation to update any forward-looking statements to reflect future events, developments, or other information.

Kansas City Southern and Subsidiaries
Consolidated Statements of Operations
(In millions, except share and per share amounts)
(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues	$	744.0	$	659.6	$	2,199.5	$	1,939.2
Operating expenses:
Compensation and benefits	133.3		117.4		391.2		354.6
Purchased services	51.4		47.3		161.0		145.2
Fuel	78.0		50.8		227.9		165.2
Equipment costs	19.6		23.9		64.8		63.9
Depreciation and amortization	90.5		89.2		273.7		267.9
Materials and other	82.8		59.0		231.1		184.7
Merger costs	36.5		—		776.6		—
Restructuring charges	—		0.5		—		17.0
Total operating expenses	492.1		388.1		2,126.3		1,198.5
Operating income	251.9		271.5		73.2		740.7
Equity in net earnings (losses) of affiliates	3.8		(1.3)		13.2		(0.1)
Interest expense	(39.0)		(39.5)		(117.1)		(111.8)
Foreign exchange gain (loss)	(0.5)		7.7		(1.0)		(44.0)
Other income, net	0.5		0.3		0.7		2.5
Income (loss) before income taxes	216.7		238.7		(31.0)		587.3
Income tax expense	60.2		48.5		37.1		134.5
Net income (loss)	156.5		190.2		(68.1)		452.8
Less: Net income attributable to noncontrolling interest	0.3		0.4		1.2		1.5
Net income (loss) attributable to Kansas City Southern and subsidiaries	156.2		189.8		(69.3)		451.3
Preferred stock dividends	0.1		0.1		0.2		0.2
Net income (loss) available to common stockholders	$	156.1	$	189.7	$	(69.5)	$	451.1
Earnings (loss) per share:
Basic earnings (loss) per share	$	1.72	$	2.02	$	(0.76)	$	4.76
Diluted earnings (loss) per share	$	1.71	$	2.01	$	(0.76)	$	4.74
Average shares outstanding (in thousands):
Basic	90,806		93,876		90,777		94,672
Effect of dilution	566		504		—		477
Diluted	91,372		94,380		90,777		95,149

Kansas City Southern and Subsidiaries
Revenue & Carload/Units by Commodity - Third Quarter 2021 and 2020
	Revenues						Carloads and Units				Revenue per
	(in millions)						(in thousands)				Carload/Unit
	Third Quarter				%		Third Quarter		%		Third Quarter				%
	2021		2020		Change		2021	2020	Change		2021		2020		Change
Chemical & Petroleum
Chemicals	$	71.0	$	60.1	18	%	27.0	24.3	11	%	$	2,630	$	2,473	6	%
Petroleum	93.7		95.1		(1	%)	41.8	48.5	(14	%)	2,242		1,961		14	%
Plastics	39.4		36.7		7	%	18.1	18.7	(3	%)	2,177		1,963		11	%
Total	204.1		191.9		6	%	86.9	91.5	(5	%)	2,349		2,097		12	%
Industrial & Consumer Products
Forest Products	71.6		59.6		20	%	26.7	25.3	6	%	2,682		2,356		14	%
Metals & Scrap	54.1		41.5		30	%	30.6	25.6	20	%	1,768		1,621		9	%
Other	33.3		25.3		32	%	21.7	22.8	(5	%)	1,535		1,110		38	%
Total	159.0		126.4		26	%	79.0	73.7	7	%	2,013		1,715		17	%
Agriculture & Minerals
Grain	87.0		74.6		17	%	40.4	37.8	7	%	2,153		1,974		9	%
Food Products	35.4		38.2		(7	%)	13.1	15.3	(14	%)	2,702		2,497		8	%
Ores & Minerals	7.5		5.5		36	%	9.7	7.7	26	%	773		714		8	%
Stone, Clay & Glass	9.9		7.0		41	%	3.9	3.2	22	%	2,538		2,188		16	%
Total	139.8		125.3		12	%	67.1	64.0	5	%	2,083		1,958		6	%
Energy
Utility Coal	45.8		28.9		58	%	45.6	32.9	39	%	1,004		878		14	%
Coal & Petroleum Coke	12.8		10.2		25	%	15.4	13.5	14	%	831		756		10	%
Frac Sand	4.0		2.3		74	%	3.0	2.0	50	%	1,333		1,150		16	%
Crude Oil	12.0		5.4		122	%	9.4	3.1	203	%	1,277		1,742		(27	%)
Total	74.6		46.8		59	%	73.4	51.5	43	%	1,016		909		12	%
Intermodal	86.9		89.1		(2	%)	231.6	264.7	(13	%)	375		337		11	%
Automotive	40.1		48.5		(17	%)	22.4	32.1	(30	%)	1,790		1,511		18	%
TOTAL FOR COMMODITY GROUPS	704.5		628.0		12	%	560.4	577.5	(3	%)	$	1,257	$	1,087	16	%
Other Revenue	39.5		31.6		25	%
TOTAL	$	744.0	$	659.6	13	%

Kansas City Southern and Subsidiaries
Revenue & Carload/Units by Commodity - Year to Date September 30, 2021 and 2020
	Revenues						Carloads and Units				Revenue per
	(in millions)						(in thousands)				Carload/Unit
	Year to Date				%		Year to Date		%		Year to Date				%
	2021		2020		Change		2021	2020	Change		2021		2020		Change
Chemical & Petroleum
Chemicals	$	196.4	$	174.8	12	%	76.4	70.1	9	%	$	2,571	$	2,494	3	%
Petroleum	361.8		261.5		38	%	161.9	131.7	23	%	2,235		1,986		13	%
Plastics	109.7		112.7		(3	%)	53.6	56.2	(5	%)	2,047		2,005		2	%
Total	667.9		549.0		22	%	291.9	258.0	13	%	2,288		2,128		8	%
Industrial & Consumer Products
Forest Products	191.9		186.3		3	%	75.0	76.9	(2	%)	2,559		2,423		6	%
Metals & Scrap	151.4		144.2		5	%	85.2	80.4	6	%	1,777		1,794		(1	%)
Other	94.3		75.5		25	%	65.5	67.8	(3	%)	1,440		1,114		29	%
Total	437.6		406.0		8	%	225.7	225.1	—		1,939		1,804		7	%
Agriculture & Minerals
Grain	250.6		216.5		16	%	116.8	106.2	10	%	2,146		2,039		5	%
Food Products	109.0		119.9		(9	%)	41.6	47.0	(11	%)	2,620		2,551		3	%
Ores & Minerals	18.8		16.6		13	%	24.7	22.4	10	%	761		741		3	%
Stone, Clay & Glass	25.7		21.2		21	%	10.6	9.2	15	%	2,425		2,304		5	%
Total	404.1		374.2		8	%	193.7	184.8	5	%	2,086		2,025		3	%
Energy
Utility Coal	108.7		75.7		44	%	122.2	87.7	39	%	890		863		3	%
Coal & Petroleum Coke	35.2		31.3		12	%	42.5	43.0	(1	%)	828		728		14	%
Frac Sand	11.6		7.8		49	%	9.0	6.6	36	%	1,289		1,182		9	%
Crude Oil	31.1		27.6		13	%	24.4	15.9	53	%	1,275		1,736		(27	%)
Total	186.6		142.4		31	%	198.1	153.2	29	%	942		930		1	%
Intermodal	259.3		241.3		7	%	714.7	689.3	4	%	363		350		4	%
Automotive	133.6		118.0		13	%	76.5	75.9	1	%	1,746		1,555		12	%
TOTAL FOR COMMODITY GROUPS	2,089.1		1,830.9		14	%	1,700.6	1,586.3	7	%	$	1,228	$	1,154	6	%
Other Revenue	110.4		108.3		2	%
TOTAL	$	2,199.5	$	1,939.2	13	%

XML

Cover	Oct. 19, 2021
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000054480
Document Type	8-K
Document Period End Date	Oct. 19, 2021
Entity Registrant Name	KANSAS CITY SOUTHERN
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4717
Entity Tax Identification Number	44-0663509
Entity Address, Address Line One	427 West 12th Street
Entity Address, City or Town	Kansas City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64105
City Area Code	816
Local Phone Number	983-1303
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
$25 Par Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative
Trading Symbol	KSU
Security Exchange Name	NYSE
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Per Share Par Value
Trading Symbol	KSU
Security Exchange Name	NYSE