Kansas City Southern ("KCS") (NYSE: KSU) announced today that it has commenced registered exchange offers (the "Exchange Offers") of:
  • $244,820,000 in aggregate principal amount of its Floating Rate Senior Notes due 2016 (the "2016 Exchange Notes"), registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding unregistered Floating Rate Senior Notes due 2016 (the "Outstanding 2016 Notes");
  • $257,346,000 in aggregate principal amount of its 2.35% Senior Notes due 2020 (the "2020 Exchange Notes"), registered under the Securities Act, for any and all of its outstanding unregistered 2.35% Senior Notes due 2020 (the "Outstanding 2020 Notes");
  • $439,123,000 in aggregate principal amount of its 3.00% Senior Notes due 2023 (the "3.00% 2023 Exchange Notes"), registered under the Securities Act, for any and all of its outstanding unregistered 3.00% Senior Notes due 2023 (the "Outstanding 3.00% 2023 Notes");
  • $199,224,000 in aggregate principal amount of its 3.85% Senior Notes due 2023 (the "3.85% 2023 Exchange Notes"), registered under the Securities Act, for any and all of its outstanding unregistered 3.85% Senior Notes due 2023 (the "Outstanding 3.85% 2023 Notes");
  • $448,651,000 in aggregate principal amount of its 4.30% Senior Notes due 2043 (the "2043 Exchange Notes"), registered under the Securities Act, for any and all of its outstanding unregistered 4.30% Senior Notes due 2043 (the "Outstanding 2043 Notes"); and
  • $499,165,000 in aggregate principal amount of its 4.95% Senior Notes due 2045 (the "2045 Exchange Notes" and, together with the 2016 Exchange Notes, the 2020 Exchange Notes, the 3.00% 2023 Exchange Notes, the 3.85% 2023 Exchange Notes and the 2043 Exchange Notes, the "Exchange Notes"), registered under the Securities Act, for any and all of its outstanding unregistered 4.95% Senior Notes due 2045 (the "Outstanding 2045 Notes" and, together with the Outstanding 2016 Notes, the Outstanding 2020 Notes, the Outstanding 3.00% 2023 Notes, the Outstanding 3.85% 2023 Notes and the Outstanding 2043 Notes, the "Outstanding Notes").

The Outstanding Notes were issued in private offerings pursuant to Rule 144A and Regulation S under the Securities Act. The Exchange Offers were commenced in order to satisfy certain obligations of KCS pursuant to a registration rights agreement entered into in connection with the private offerings. The terms of the Exchange Notes are identical in all material respects to the terms of the corresponding series of Outstanding Notes, except that the Exchange Notes have been registered under the Securities Act. KCS will receive no proceeds from the Exchange Offers.

The terms of the Exchange Offers are set forth in the prospectus dated June 27, 2016 (the "Prospectus") and the accompanying letter of transmittal. Each Exchange Offer will expire at 11:59 p.m., New York City time, on July 25, 2016, unless extended by KCS. Holders of the Outstanding Notes may obtain copies of the Prospectus and letter of transmittal from the exchange agent for the Exchange Offers: U.S. Bank National Association, Corporate Trust Services, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attn: Specialized Finance, (800) 934-6802 (telephone), (651) 495-8158 (facsimile).

This press release is for informational purposes only and is not an offer to exchange, or a solicitation of an offer to exchange, any securities. The Exchange Offers are being made only pursuant to the Prospectus and the accompanying letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. Neither KCS nor the exchange agent makes any recommendations as to whether holders should tender their Outstanding Notes in the Exchange Offers. Holders must make their own decisions as to whether to tender Outstanding Notes and, if so, the principal amount of Outstanding Notes to tender.

Headquartered in Kansas City, Missouri, KCS 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. KCS's international holdings include Kansas City Southern de México, S.A. de C.V. ("KCSM"), serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in the Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS's North American rail holdings and strategic alliances are primary components of a NAFTA Railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.

This news release contains "forward-looking statements" within the meaning of the securities laws concerning potential future events involving KCS and its subsidiaries, which could materially differ from the events that actually occur. Words such as "projects," "estimates," "forecasts," "believes," "intends," "expects," "anticipates," and similar expressions are intended to identify many of these forward-looking statements. Such forward-looking statements are based upon information currently available to management and management's perception thereof as of the date hereof. Differences that actually occur could be caused by a number of external factors over which management has little or no control, including: the outcome of claims and litigation, including those related to environmental contamination, personal injuries and property damage; changes in legislation and regulations or revisions of controlling authority; the adverse impact of any termination or revocation of KCSM's Concession by the Mexican government; natural events such as severe weather, fire, floods, hurricanes, earthquakes or other disruptions to KCS's operating systems, structures and equipment or the ability of customers to produce or deliver their products and the lack of adequate insurance for such catastrophic losses; United States, Mexican and global economic, political and social conditions; the effects of the North American Free Trade Agreement, or NAFTA, on the level of trade among the United States, Mexico and Canada; the level of trade between the United States and Asia or Mexico; the effects of fluctuations in the peso-dollar exchange rate; the effects of adverse general economic conditions affecting customer demand and the industries and geographic areas that produce and consume the commodities KCS carries; the dependence on the stability, availability and security of the information technology systems to operate its business; the effect of demand for KCS's services exceeding network capacity or traffic congestion on operating efficiencies and service reliability; uncertainties regarding the litigation KCS faces and any future claims and litigation; the impact of competition, including competition from other rail carriers, trucking companies and maritime shippers in the United States and Mexico; KCS's reliance on agreements with other railroads and third parties to successfully implement its business strategy, operations and growth and expansion plans, including the strategy to convert customers from using trucking services to rail transportation services; compliance with environmental regulations; disruption in fuel supplies, changes in fuel prices and KCS's ability to recapture its costs of fuel from customers; material adverse changes in economic and industry conditions, including the availability of short and long-term financing, both within the United States and Mexico and globally; market and regulatory responses to climate change; changes in labor costs and labor difficulties, including strikes and work stoppages affecting either operations or customers' abilities to deliver goods for shipment; KCS's reliance on certain key suppliers of core rail equipment; availability of qualified personnel; acts of terrorism, war or other acts of violence or crime or risk of such activities; fluctuations in the market price for KCS's common stock; and other factors affecting the operation of the business. More detailed information about factors that could affect future events may be found in filings by KCS with the Securities and Exchange Commission, including KCS's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 1-4717) and subsequent reports. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. KCS is not obligated to update any forward-looking statements to reflect future events or developments.

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