##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    333-08322
  KANSAS CITY SOUTHERN DE
    MÉXICO, S.A. DE C.V.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Kansas City Southern of Mexico
 (Translation of
    Registrants name into English)
  México(State or other jurisdiction ofincorporation or organization)Montes Urales 625Lomas de Chapultepec11000 Mexico, D.F. Mexico(Address of Principal Executive Offices)

(KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V. LOGO)

N/A(I.R.S. Employer
    Identification No.)   +
    (5255) 9178-5686
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of Registrants
    Principal Executive Offices)
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)   o þ
        form 10-K
  DOCUMENTS INCORPORATED BY REFERENCE:




---



##### 





KANSAS
    CITY SOUTHERN DE MÉXICO, S.A. DE C.V. AND SUBSIDIARIES
  2009
    FORM 10-K
    ANNUAL REPORT
  Table of
    Contents
   
  PagePART IItem 1.

Business


4Item 1A.

Risk Factors


6Item 1B.

Unresolved Staff Comments


17Item 2.

Properties


17Item 3.

Legal Proceedings


18Item 4.

Submission of Matters to a Vote of Security
    Holders


18PART IIItem 5.

Market for the Companys Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


18Item 6.

Selected Financial Data


18Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


25Item 8.

Financial Statements and Supplementary Data


26Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


54Item 9A(T).

Controls and Procedures


54Item 9B.

Other Information


54PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


56Item 11.

Executive Compensation


56Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


56Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


56Item 14.

Principal Accountant Fees and Services


56PART IVItem 15.

Exhibits, Financial Statement Schedules


56Signatures


60   2




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Cautionary
    Statement Regarding Forward-Looking Statements
  Form 10-K Form 10-K, Form 10-K
 3




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##### Table of Contents



Part I  Item 1.
    Business  COMPANY
    HISTORY
  50-year
      sociedad de
    responsabilidad limitada de capital variable
  sociedad de
    responsabilidad limitada de capital variable sociedad anónima de capital
    variable (Registro Público de Comercio)
  BUSINESS
    OVERVIEW
  50-year
   4




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##### Table of Contents



Ferrosur, S.A. de
    C.V
        Kansas
    City Southern
    RAIL
    SECURITY
     5




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##### Table of Contents




    Conferring regularly with other railroads security
    personnel and with industry experts on security issues;
    Analyzing routing alternatives and other strategies to reduce
    the distances that certain chemicals, which might be toxic if
    inhaled, are transported;
    Initiating a series of over 20 voluntary action items agreed to
    between AAR and DHS as enhancing security in the rail
    industry; and
    Including periodic security training as part of the scheduled
    training for operating employees and managers.      AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, 64121-9335
  Item 1A.
    Risk
    Factors  Risk
    Factors Relating to KCSM Debt
  The
    Companys substantial indebtedness could adversely affect
    its financial position and its ability to meet its obligations
    under its debt instruments.
      
    KCSM will have to dedicate a substantial portion of its cash
    flow from operations to the payment of principal, premium, if
    any, and interest on its debt, which will reduce funds available
    for other purposes;
    KCSM may not be able to fund capital expenditures, working
    capital and other corporate requirements; 6




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##### Table of Contents




    KCSM may not be able to obtain additional financing, or obtain
    it at acceptable rates;
    KCSMs ability to adjust to changing market conditions and
    to withstand competitive pressures could be limited, and the
    Company may be vulnerable to additional risk if there is a
    downturn in general economic conditions or in its business,
    including the availability of short-term and long-term debt;
    KCSM may be exposed to risks in exchange rate fluctuations
    because any fluctuation of the Mexican peso relative to the
    U.S. dollar could impact its ability to service debt. See
    KCSMs operations are subject to economic and
    political risk; and
    KCSM may be at a disadvantage compared to its competitors that
    have less leverage and greater operating and financial
    flexibility than the Company does.  Failure
    to comply with restrictive covenants in KCSMs existing
    contractual arrangements could accelerate KCSMs repayment
    obligations under its indentures relating to its
    debt.
    A
    downturn in debt capital markets may increase the cost of
    borrowing and make financing difficult to obtain, each of which
    could have a material adverse effect on the Companys
    results of operations and business.
    Risk
    Factors Relating to KCSMs Business
  KCSMs
    Concession is subject to revocation or termination in certain
    circumstances which would prevent KCSM from operating its
    railroad and would have a material adverse effect on its
    business and financial condition.
  50-year Secretaría de
    Comunicaciones y Transportes
   7




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Comisión
    Federal de Competencia
         8




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Failure
    to make capital expenditures could result in the revocation of
    KCSMs Concession and adversely affect its financial
    condition.
        KCSM
    competes against other railroads and other transportation
    providers.
  Ferrocarril Méxicano, S.A. de
    C.V
   9




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##### Table of Contents



rights-of-way,
    KCSMs
    business may be adversely affected by changes in general
    economic conditions, including the automotive industry, which
    has had difficulties in recent years.
      KCSMs
    business strategy, operations and growth rely significantly on
    agreements with other railroads and third parties.
   10




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KCSMs
    business may be affected by market and regulatory responses to
    climate change.
    KCSM
    is exposed to the credit risk of its customers and
    counterparties and their failure to meet their financial
    obligations could adversely affect KCSMs
    business.
  up-to-date
  KCSMs
    operations are subject to certain trackage rights, haulage
    rights and interline service agreements with another Mexican
    rail carrier, some of which are in dispute.
     11




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Downturns
    in the U.S. economy, Mexican economy,
    U.S.-Mexico
    trade, certain cyclical industries in which KCSMs
    customers operate, the global economy or fluctuations in the
    peso-dollar exchange rate could have adverse effects on
    KCSMs financial condition.
  Mexican-United
  Mexican-United
    Traffic
    congestion or similar problems experienced in the U.S. or
    Mexican railroad system may adversely affect KCSMs
    operations.
    If
    KCSMs primary fuel supply contract is terminated, or if
    fuel prices substantially increase, its financial condition
    could be materially adversely affected.
   12




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KCSM
    faces possible catastrophic loss and liability, and its
    insurance may not be sufficient to cover its damages or damages
    to others.
    KCSM
    depends on the stability and availability of its information
    technology systems to operate its business.
    KCSM,
    as a common carrier by rail, is required by Mexican law to
    transport hazardous materials, which could expose KCSM to
    significant costs and claims.
   13




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KCSMs
    business is subject to tax, environmental, health, and safety
    laws and regulations that could require KCSM to incur material
    costs or liabilities relating to tax, environmental, health, or
    safety compliance or remediation. KCSMs failure to comply
    with these regulations could have a material adverse effect on
    its operations.
    clean-ups,
    KCSMs
    business may be affected by future acts of terrorism, war or
    other acts of violence or crime.
     14




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##### Table of Contents



Renegotiation
    of terms of the labor agreement and any potential labor
    disruptions could adversely affect its financial
    condition.
  Sindicato de Trabajadores Ferrocarrileros de la
    República Mexicana
  KCSMs
    controlling stockholders interests may be different from
    KCSMs.
    KCSMs
    operations are subject to economic and political
    risks.
        Mexico
    may experience high levels of inflation in the future which
    could adversely affect KCSMs results of
    operations.
   15




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Risk
    Factors Relating to Ongoing Litigation
    KCSM
    was named as a defendant in a lawsuit, which if adversely
    resolved, could result in KCS being ordered to return the stock
    of KCSM to the Federal Government of Mexico, thus losing its
    Concession to operate its Mexican railroad
    Disputes Relating to the Provision of Services to a
    Mexican subsidiary of a Large U.S. Auto
    Manufacturer.  KCSM is involved in several disputes
    related to providing service to a Mexican subsidiary of a large
    U.S. Auto Manufacturer (the Auto
    Manufacturer).
     16




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Equipment
    Configuration
    2009


2008Leased


Owned


Leased


OwnedLocomotives


105



267



105



352Rolling Stock:Box cars


1,327



178



1,689



539Gondolas


2,261



1,698



2,565



1,686Hoppers


1,564



331



1,972



316Flat cars (intermodal and other)


311



436



308



414Auto racks


1,548







1,555



Tank cars


501







500



17Other






48







54Total


7,512



2,691



8,589



3,026   Average Age (in Years) of Leased and Owned Locomotives:

2009

2008Road locomotives


11.9



12.7All locomotives


16.9



16.4   and/or
 17




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders  Form 10-K.
 Part II  Item 5.
    Market
    for the Companys Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information.
    Dividend
    Policy.
      Item 6.
    Selected
    Financial Data  Form 10-K.
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis relates to KCSMs
    consolidated financial condition and results of operations for
    the relevant periods and is based on, and should be read in
    conjunction with, KCSMs consolidated financial statements
    included under Item 8 of this Annual Report,
    Consolidated Financial Statements and Supplementary
    Data. The following discussion and analysis contains
    forward-looking statements that involve risks and uncertainties.
    KCSMs actual results may differ materially from those
    anticipated in these forward-looking statements as a result of a
    number of factors, including those set forth under Item 1A
    of this Annual Report, Risk Factors. See
    Forward-Looking Statements for cautionary statements
    concerning forward-looking statements.
   18




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RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
  (in millions)
  Change2009


2008


Dollars


PercentRevenues

$
616.0


$
818.5


$
(202.5
)


(25
)%Operating expenses


506.3



602.9



(96.6
)


(16
)%Operating income


109.7



215.6



(105.9
)


(49
)%Equity in net earnings of unconsolidated affiliates


2.9



7.4



(4.5
)


(61
)%Interest expense


(110.1
)


(86.6
)


(23.5
)


27
%Debt retirement costs


(0.6
)






(0.6
)


(100
)%Foreign exchange gain (loss)


2.2



(21.3
)


23.5



(110
)%Other income, net


3.1



2.9



0.2



7
%Income before income taxes


7.2



118.0



(110.8
)


(94
)%Income tax expense


0.2



15.0



(14.8
)


(99
)%Net income

$
7.0


$
103.0


$
(96.0
)


(93
)%   Revenues
  (in millions), (in thousands)
  Revenues


Carloads and Units


Revenue per Carload/Unit2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeChemical and petroleum

$
139.4


$
143.2



(3
)%


88.8



80.6



10
%

$
1,569.8


$
1,776.7



(12
)%Industrial and consumer products


154.5



223.6



(31
)%


134.3



180.6



(26
)%


1,150.4



1,238.1



(7
)%Agriculture and minerals


166.6



225.7



(26
)%


114.8



141.5



(19
)%


1,451.2



1,595.1



(9
)%Total general commodities


460.5



592.5



(22
)%


337.9



402.7



(16
)%


1,362.8



1,471.3



(7
)%Coal


12.9



20.7



(38
)%


16.4



21.7



(24
)%


786.6



953.9



(18
)%Intermodal


78.4



86.5



(9
)%


228.2



260.9



(13
)%


343.6



331.5



4
%Automotive


50.4



101.1



(50
)%


47.7



96.2



(50
)%


1,056.6



1,050.9



1
%Subtotal


602.2



800.8



(25
)%


630.2



781.5



(19
)%

$
955.6


$
1,024.7



(7
)%Other revenue


13.8



17.7



(22
)%Total revenues(i)

$
616.0


$
818.5



(25
)%(i) Included in revenues:Fuel surcharge

$
49.8


$
62.3      19




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##### Table of Contents



Revenues by commoditygroup for 2009Chemical and petroleum.Revenues decreased
    $3.8 million for the year ended December 31, 2009
    compared to 2008, primarily due to unfavorable fluctuations in
    the value of the U.S. dollar against the value of the Mexican
    peso, an unfavorable change in product mix and reduced length of
    haul. Revenues decreased in chemical products and plastic
    products used to manufacture glass and paint as a result of the
    downturn in the automotive and construction industries. This
    decrease was partially offset by an increase in petroleum
    volumes.

(PIE CHART)Industrial and consumer products.Revenues
    decreased $69.1 million for the year ended
    December 31, 2009 compared to 2008, due to a decrease in
    volume and unfavorable fluctuations in the value of the U.S.
    dollar against the value of the Mexican peso. Metals and scrap
    volume decreased due to continued adverse steel market
    conditions which began in late 2008. Cement exports decreased
    due to the continued slowdown of the construction industry. Pulp
    and scrap paper imports decreased due to the continued slowdown
    in the economy and higher product prices. Additionally, beer
    volume decreased as a result of a change in a customers
    distribution network.

(PIE CHART)Agricultural and mineral.Revenues decreased
    $59.1 million for the year ended December 31, 2009
    compared to 2008, due to a decrease in volume and unfavorable
    fluctuations in the value of the U.S. dollar against the value
    of the Mexican peso. Grain traffic accounted for the majority of
    the decrease as traffic patterns shifted due to a combination of
    factors. There was an abundant supply of grain, primarily corn
    that was grown in Mexico, as well as an abundant supply of
    alternative grains which drove a change in origination and
    traffic patterns. In addition, significantly lower vessel
    freight rates from U.S. ports along the Gulf of Mexico drove a
    substitution from rail to vessel for certain shipments to Mexico.

(PIE CHART)   Coal.
  Intermodal.
 20




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##### Table of Contents



Automotive.
  Operating
    Expenses
  in millions
  Change2009


2008


Dollars


PercentCompensation and benefits

$
77.5


$
106.5


$
(29.0
)


(27
)%Purchased services


109.3



136.8



(27.5
)


(20
)%Fuel


86.9



112.6



(25.7
)


(23
)%Equipment costs


87.3



100.2



(12.9
)


(13
)%Depreciation and amortization


102.4



103.2



(0.8
)


(1
)%Casualties and insurance


10.5



12.8



(2.3
)


(18
)%Materials and other


32.4



30.8



1.6



5
%Total operating expenses

$
506.3


$
602.9


$
(96.6
)


(16
)%   Compensation and benefits.
  Purchased services.
  Fuel.
  Equipment costs.
  Depreciation and amortization.
 21




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##### Table of Contents



Casualties and insurance.
  Materials and other.
  Non-Operating
    Expenses
  Equity in net earnings of unconsolidated
    affiliates.
  
    KCSMs equity in earnings of FTVM was $1.3 million for
    the year ended December 31, 2009, compared to
    $4.7 million for 2008. The decrease is primarily due to a
    decline in volume due to the downturn in the economy and a
    favorable adjustment related to negotiation of a maintenance
    agreement recorded in 2008.
    KCSMs equity in earnings of Mexrail, Inc. was
    $1.6 million for the year ended December 31, 2009,
    compared to $2.7 million for 2008. This decrease was
    primarily due to a reduction in carload/unit volumes
    attributable to the overall economic downturn.  Interest expense.
  Foreign exchange.
  Other income, net.
  Income tax expense.
  LIQUIDITY
    AND CAPITAL RESOURCES
     22




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Long-Term
    Debt
  1 2 1 2 1 2 1 2 3 4 1 2 1 2 1 2
  1 4 3 8 3 8
 23




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##### Table of Contents



3 8 3 8 3 8 3 8
  Cash
    Flow Information
  (in millions)
  December 31,2009


2008Cash flows provided by (used for):Operating activities

$
142.5


$
160.9Investing activities


(150.4
)


(231.2
)Financing activities


61.6



92.3Net increase in cash and cash equivalents


53.7



22.0Cash and cash equivalents beginning of year


38.9



16.9Cash and cash equivalents end of period

$
92.6


$
38.9   1 2
  Capital
    Expenditures
   24




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##### Table of Contents



(in
    millions)
  December 31,2009


2008Roadway capital program

$
66.8


$
109.3Equipment


8.8



36.6Capacity


0.2



27.9Locomotive acquisitions


1.0



79.2Information technology


2.9



5.4Other


12.7



7.6Total capital expenditures  accruals basis


92.4



266.0Change in capital accruals


37.3



(34.7
)Total cash capital expenditures

$
129.7


$
231.3   KCSMs
    minimum investments obligation
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks        Foreign Exchange Sensitivity.
  Inflation risk.
 25




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Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements
  PageConsolidated Financial Statements:Managements Report on Internal Control Over
    Financial Reporting


27Report of KPMG LLP, Independent Registered Public
    Accounting Firm, regarding the years ended December 31,
    2009, 2008 and 2007


28Consolidated Statements of Income for the years
    ended December 31, 2009, 2008 and 2007


29Consolidated Balance Sheets at December 31,
    2009 and 2008


30Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


31Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income for the years
    ended December 31, 2009, 2008 and 2007


32Notes to Consolidated Financial Statements


33  26




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##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting   Rules 13a-15(f) 15d-15(f).
    Internal Control  Integrated
    Framework
   27




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            
    28




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Consolidated
    Statements of Income
  Years Ended December 312009


2008


2007(In millions)Revenues

$
616.0


$
818.5


$
813.2Operating expenses:Compensation and benefits


77.5



106.5



121.4Purchased services


109.3



136.8



124.1Fuel


86.9



112.6



119.1Equipment costs


87.3



100.2



104.4Depreciation and amortization


102.4



103.2



96.1Casualties and insurance


10.5



12.8



11.1Materials and other


32.4



30.8



21.4Total operating expenses


506.3



602.9



597.6Operating income


109.7



215.6



215.6Equity in net earnings of unconsolidated affiliates


2.9



7.4



5.7Interest expense


(110.1
)


(86.6
)


(87.9
)Debt retirement costs


(0.6
)






(6.9
)Foreign exchange gain (loss)


2.2



(21.3
)


(0.9
)Other income, net


3.1



2.9



2.9Income before income taxes


7.2



118.0



128.5Income tax expense


0.2



15.0



30.7Net income

$
7.0


$
103.0


$
97.8    29




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries Consolidated Balance Sheets
  December 312009


2008(In millions,except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
92.6


$
38.9Accounts receivable, net


61.6



60.2Related company receivable


16.8



29.0Materials and supplies


37.4



27.0Deferred income tax asset


117.3



56.0Other current assets


48.9



54.6Total current assets


374.6



265.7Investments


46.9



46.4Property and equipment (including concession assets), net


2,246.0



2,256.3Related company receivable


31.1



3.4Deferred income tax asset






36.4Other assets


25.3



32.1Total assets

$
2,723.9


$
2,640.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Debt due within one year

$
11.0


$
9.9Accounts payable and accrued liabilities


112.7



162.5Related company payable


27.1



10.8Total current liabilities


150.8



183.2Long-term debt


1,103.5



948.5Related company debt


21.6



0.3Deferred income tax liability


18.2



Other noncurrent liabilities and deferred credits


95.0



75.8Total liabilities


1,389.1



1,207.8Commitments and contingencies






Stockholders equity:Common stock, 4,785,510,235 shares authorized, issued
    without par value


507.3



608.3Additional paid-in capital


243.6



243.6Retained earnings


587.3



583.5Accumulated other comprehensive loss


(3.4
)


(2.9
)Total stockholders equity


1,334.8



1,432.5Total liabilities and stockholders equity

$
2,723.9


$
2,640.3    30




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Years Ended December 312009


2008


2007(In millions)Operating activities:Net income

$
7.0


$
103.0


$
97.8Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


102.4



103.2



96.1Deferred income taxes


0.2



15.0



30.7Equity in undistributed earnings of unconsolidated affiliates


(2.9
)


(7.4
)


(5.7
)Deferred compensation


3.3



(1.9
)


(2.1
)Distributions from unconsolidated affiliates


3.0



7.2



Debt retirement cost


0.6







6.9Changes in working capital items:Accounts receivable


(1.4
)


39.0



32.0Related companies


28.0



(60.8
)


40.7Materials and supplies


(12.7
)


3.7



(7.9
)Other current assets


12.6



(12.0
)


9.3Accounts payable and accrued liabilities


(3.3
)


(22.2
)


(25.1
)Other, net


5.7



(5.9
)


(7.9
)Net cash provided by operating activities


142.5



160.9



264.8Investing activities:Capital expenditures


(129.7
)


(231.3
)


(237.9
)Proceeds from disposal of property


6.1



1.1



16.9Proceeds and repayments from loan to related company


(27.5
)






Other, net


0.7



(1.0
)


(9.2
)Net cash used for investing activities


(150.4
)


(231.2
)


(230.2
)Financing activities:Proceeds from issuance of long-term debt


189.0



125.0



221.7Proceeds from issuance of related company debt


21.6







Repayment of long-term debt


(40.6
)


(24.6
)


(237.7
)Debt costs


(4.2
)


(1.0
)


(16.1
)Dividends paid


(3.2
)


(7.1
)


Capital reduction  pro-rata distribution of common
    stock


(101.0
)






Net cash provided by (used for) financing activities


61.6



92.3



(32.1
)Cash and cash equivalents:Net increase during each year


53.7



22.0



2.5At beginning of the year


38.9



16.9



14.4At end of the year

$
92.6


$
38.9


$
16.9Supplemental cash flow information:Non-cash investing activities and financing activities:Capital expenditures accrued but not yet paid at end of year

$
10.9


$
48.2


$
13.5Capital lease obligations incurred






7.5



Cash payments:Interest


98.5



82.8



86.6    31




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income
  Years Ended December 31ReceivableUnder











AccumulatedAgreements


Treasury/


Additional





otherCommon


with Parent


Parent


Paid in


Retained


ComprehensiveStock


Company


Shares


Capital


Earnings


Loss


Total(In millions )Balances at December 31, 2006


1,758.9



(593.6
)


(561.5
)


205.4



435.9







1,245.1Comprehensive income:Net income


















97.8







97.8Prior services cost, net of tax of $0.5 million






















(0.8
)


(0.8
)Comprehensive income


















97.8



(0.8
)


97.0Cancellation of the shares received from the Mexican government
    related to the VAT/PUT settlement


(351.8
)






305.4



46.4











KCSM Stockholders cancellation due to merger


(1,407.1
)


593.6



256.1



(251.8
)


(435.9
)






(1,245.1
)Grupo KCSM Stockholders equity as of merger


807.0







(256.1
)


320.7



389.8







1,261.4Grupo KCSM Treasury shares cancellation due to merger


(198.7
)






256.1



(57.4
)










Adjustments to purchase accounting assets reflecting push down
    from KCS














(19.7
)










(19.7
)Balances at December 31, 2007


608.3











243.6



487.6



(0.8
)


1,338.7Comprehensive income:Net income


















103.0







103.0Adjustment to prior service cost






















0.8



0.8Cumulative translation adjustment -FTVM, net of tax of $1.1






















(2.9
)


(2.9
)Comprehensive income


















103.0



(2.1
)


100.9Dividends declared


















(7.1
)






(7.1
)Balances at December 31, 2008


608.3











243.6



583.5



(2.9
)


1,432.5Comprehensive income:Net income


















7.0







7.0Cumulative translation adjustment -FTVM






















(0.5
)


(0.5
)Comprehensive income


















7.0



(0.5
)


6.5Dividends declared


















(3.2
)






(3.2
)Capital reduction  pro-rata reduction of common stock


(101.0
)






















(101.0
)Balances at December 31, 2009

$
507.3


$



$



$
243.6


$
587.3


$
(3.4
)

$
1,334.8    32




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes
    to Consolidated Financial Statements
 (Amounts in millions of US dollars ($) or millions of
    Mexican pesos (Ps))
  Note 1.
    Description
    of the Business  Kansas City Southern de México, S.A. de C.V. Ferrocarriles Nacionales de
    México
    Arrendadora KCSM, S. de R.L. de C.V. as a sociedad anonima de capital
    variable sociedad de responsabilidad
    limitada de capital variable
  KCSM Servicios, S.A. de C.V. sociedad anónima de capital variable
  KCSM Internacional, S.A. de C.V. sociedad anónima de capital variable
  KCSM Holdings LLC
  Mexrail, Inc. 157-mile
  Ferrocarril y Terminal del Valle de México, S.A. de C.V.
    ( ) sociedad
    anónima de capital variable Ferrocarril Méxicano, S.A. de C.V. Ferrosur, S.A. de C.V.
 33




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    The Concession.
        Employees and Labor Relations. Sindicato de
    Trabajadores Ferrocarrileros de la
 34




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  República Mexicana
  Note 2.
    Significant
    Accounting Policies and Basis of Presentation  Principles of Consolidation.
    Basis of presentation.
  Use of Estimates.
  Segments.
  Revenue Recognition.
 35




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Foreign Exchange Gain (loss).
  Cash and Cash Equivalents.
  Accounts Receivable, net.
  Materials and Supplies.
  Derivative Instruments.
  Property and Equipment (including Concession
    Assets).
      
    Statistical analysis of historical patterns of use and
    retirements of each asset class; 36




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    Evaluation of any expected changes in current operations and the
    outlook for the continued use of the assets;
    Evaluation of technological advances and changes to maintenance
    practices; and
    Historical and expected salvage to be received upon retirement.      50-year
    Fair Value of Financial Instruments.
    Post-Employment Benefits.
 37




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Employees Statutory Profit Sharing.
  Income Taxes.
    Note 3.
    New
    accounting pronouncements    No. 2009-17, 2009-17). 2009-17 2009-17
 38




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 4.
    Property
    and Equipment (including concession assets)  Property and Equipment. (in millions)
  2009Depreciation2009


2008


RateLand

$
65.0


$
65.0Concession land rights


137.6



138.0



1.0
%Road property


1,907.0



1,875.4



3.1
%Equipment


373.7



359.1



7.2
%Technology and other


17.7



13.4



21.3
%Construction in progress


95.4



116.8Total property


2,596.4



2,567.7Accumulated depreciation and amortization


350.4



311.4Net property

$
2,246.0


$
2,256.3       Note 5.
    Other
    Balance Sheet Captions  Other Current Assets. (in millions):
  2009


2008Deferred employees statutory profit sharing asset

$
36.8


$
12.2Refundable taxes


5.9



25.6Purchase accounting for the fair value of certain contracts






11.3Prepaid expenses


3.5



4.8Other


2.7



0.7Other current assest

$
48.9


$
54.6  39




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounts Payable and Accrued
    Liabilities. (in
    millions)
  2009


2008Accounts payable

$
53.6


$
100.4Interest payable


16.7



10.5Accrued wages and vacation


13.1



17.0Derailments, casualty and other claim reserve


6.8



6.6Rents and leases


5.4



5.4Income and other taxes


3.0



3.0Purchase accounting for the fair value of certain contracts


2.8



6.4Other


11.3



13.2Accounts payable and accrued liabilities

$
112.7


$
162.5   Note 6.
    Long-Term
    Debt  (in millions)
  2009


2008Long-term debt:Term loan, variable interest rate due 2012

$



$
30.093/8% senior
    notes, due 2012


460.0



460.075/8% senior
    notes, due 2013


175.0



175.073/8% senior
    notes, due 2014


165.0



165.0121/2% senior
    notes, due 2016


189.7



5.737% financing agreement


65.5



70.36.195% financing agreement


47.8



51.3Capital lease obligations, due serially 2012


5.0



6.8Other debt obligations


6.5



Total


1,114.5



958.4Less: Debt due within one year


11.0



9.9Long-term debt

$
1,103.5


$
948.5   Revolving Credit Facility and Term Loan. 1 2 1 2
  93/8% Senior
    Notes. 3 8 3 8 3 8 3 8
 40




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3 8
  3 8 3 8 3 8 3 8
  75/8% Senior
    Notes. 5 8 5 8 5 8 5 8 5 8
  73/8% Senior
    Notes. 3 8 3 8 3 8 3 8
  121/2% Senior
    Notes. 1 2 1 2 1 2 3 4 1 2
  8.0% Senior Notes. 1 4 3 8 3 8
 41




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  pari passu
  5.737% Financing Agreement.
  6.195% Financing Agreement.
    Leases
    and Debt Maturities
  (in millions)
  Capital LeasesMinimun





NetLong-Term


Lease


Less


Present





OperatingYears

Debt


Payments


Interest


Value


Total Debt


Leases


Total2010

$
9.6


$
1.8


$
0.4


$
1.4


$
11.0


$
50.3


$
61.32011


9.6



1.9



0.2



1.7



11.3



50.8



62.12012


469.6



2.0



0.1



1.9



471.5



34.4



505.92013


184.6















184.6



28.7



213.32014


174.6















174.6



28.0



202.6Thereafter


261.5















261.5



152.4



413.9Total

$
1,109.5


$
5.7


$
0.7


$
5.0


$
1,114.5


$
344.6


$
1,459.1  42




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 7.
    Related
    Companies  (in millions)
  2009


2008Related company receivables:Nafta Rail(1)

$
16.4


$
14.3KCSR(2)






12.5Mexrail






1.6Panama Canal Railway Company(3)


0.4



0.6$
16.8


$
29.0Long term receivables:KCSR(4)

$
30.0


$
Panama Canal Railway Company(3)


1.1



3.4Total related company receivables

$
47.9


$
32.4Related company payables:KCSR(5)

$
25.5


$
Terminal Ferroviaria del Valle de México, S. A. de C. V


1.0



1.3Servicios Ferroviarios Europeos


0.4



Superior Tie & Timber(6)


0.2



9.5$
27.1


$
10.8Related company debt:KCS(7)

$
21.6


$
0.3Total related company payables

$
48.7


$
11.1     (1)
    
    As of December 31, 2009 and 2008, this amount is comprised
    primarily of a loan receivable with Nafta Rail, denominated in
    Mexican pesos plus interest.(2)
    
    This balance is comprised primarily of receivables from KCSR.(3)
    
    This amount is comprised of a loan receivable with an affiliate,
    PCRC, a joint venture company owned equally by KCS and Mi-Jack
    Products, Inc.(4)
    
    This balance is comprised primarily of a revolving credit
    agreement with the Kansas City Southern Railway Company
    (KCSR) due 2013.(5)
    
    This balance is comprised primarily of prepayment of freight
    services to be rendered during 2010.(6)
    
    This payable balance is comprised primarily of ties acquired by
    KCSM.(7)
    
    As of December 31, 2009, this amount is comprised of an
    unsecured loan agreement with a wholly-owned subsidiary of KCS. 43




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (in millions)
  2009


2008


2007Corporate expenses

$
(26.6
)

$
(28.3
)

$
(16.9
)Terminal expenses


(8.7
)


(14.2
)


(13.8
)Software amortization


(2.6
)


(2.6
)


Interest income


1.9



1.7



1.6Car equipment lease






4.1



2.3Locomotive equipment lease






0.7



0.7Other


(1.2
)


6.0



6.7   Loan
    Agreement between KCSM and PCRC
    Revolving
    Credit Agreement
    Prepayment
    Freight Services Agreement
    Loan
    Agreement between KCSM and a wholly-owned subsidiary of
    KCS
    Management
    Services Agreement
   44




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Software
    Agreements
    Locomotive
    Purchase Agreements
    Note 8.
    Stockholders
    Equity    SharesClass I


Class II


Total


%ShareholdersNafta Rail, S.A. de C.V.


600,000



3,227,033,430



3,227,633,430



67.44
%Kara Sub, Inc.






1,195,368,147



1,195,368,147



24.97
%KCS Investment I, Ltd.






312,634,746



312,634,746



6.53
%Caymex Transportation, Inc.






49,873,902



49,873,902



1.04
%KCSM Holdings LLC






10



10



0.02
%Total


600,000



4,784,910,235



4,785,510,235



100.00
%   Dividend
    Payment
    Capital
    Reduction Plan
   45




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 9.
    Income
    Tax and Statutory Profit Sharing    Tax Expense.
  (in millions)
  2009


2008Liabilities:Property and equipment

$
40.0


$
30.1Concession rights


154.6



152.5Gross deferred tax liabilities


194.6



182.6Assets:Loss carryovers


(229.8
)


(250.8
)Inventories and provisions


(67.2
)


(34.2
)Other


(8.6
)


(1.5
)Gross deferred tax assets before valuation allowance


(305.6
)


(286.5
)Valuation allowance on loss carryovers


11.9



11.5Gross deferred tax assets


(293.7
)


(275.0
)Net deferred tax assets

$
(99.1
)

$
(92.4
)  46




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Tax Rates. (in
    millions)
  2009


2008


2007Income tax expense using the statutory rate in effect

$
2.0


$
33.0


$
36.0Tax effect of:Uncertain tax positions






0.4



Equity earnings from unconsolidated affiliates


(0.8
)


(2.2
)


Foreign exchange and inflation adjustments


9.6



(27.4
)


(5.6
)Change in the Mexican federal tax rate


(10.7
)






Change in valuation allowance


0.4



11.5



Other  Net


(0.3
)


(0.3
)


0.3Income tax expense

$
0.2


$
15.0


$
30.7Effective tax rate


2.8
%


12.7
%


23.9
%   Employees Statutory Profit Sharing (in millions)
  2009


2008Liabilities:Property and equipment

$
15.6


$
13.2Concession rights


31.0



18.9Gross deferred profit sharing liabilities


46.6



32.1Assets:Inventories and provisions


(24.5
)


(13.6
)Other


(0.8
)


(0.5
)Gross deferred tax assets


(25.3
)


(14.1
)Net deferred profit sharing liability

$
21.3


$
18.0   Changes in Tax Law.
    Tax Carryovers.
 47




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Uncertain Tax Positions.
  2009


2008Balance at January 1,Additions based on tax positions related to the current year

$
0.4


$
Additions for tax positions of prior years






0.4Reductions for tax positions of prior years






Settlements






Balance at December 31,

$
0.4


$
0.4         Note 10.
    Post
    Employment Benefits  Post-Employment Benefits.
 48




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Net
    Periodic Benefit Cost, Plan Obligation, and Funded
    Status
  (in millions)
  2009


2008


2007Service cost

$
2.5


$
1.9


$
2.0Interest cost


1.4



1.4



1.2Actuarial (gain) loss(i)


(3.6
)


1.0



(1.0
)Foreign currency (gain) loss


0.7



(3.8
)


Net periodic cost (benefit) recognized

$
1.0


$
0.5


$
2.2     (i)
    
    Net benefit costs above do not include a component for the
    amortization of actuarial gains or losses as the Companys
    policy is to recognize such gains and losses immediately.  (in
    millions)
  2009


2008Benefit obligation, beginning of year

$
16.0


$
18.2Service cost


2.5



1.9Interest cost


1.4



1.4Actuarial (gain) loss


(3.6
)


1.0Foreign currency (gain) loss


0.7



(3.8
)Benefits paid, net of retiree contributions


(1.1
)


(1.5
)Prior services cost






(1.2
)Benefit obligation, end of year

$
15.9


$
16.0Funded status

$
(15.9
)

$
(16.0
)   Assumptions
    2009

2008Discount rate


8.50
%


8.00
%Rate of compensation increase


4.50
%


4.50
%  49




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash
    Flows
  (in millions)
  ExpectedYear

Payments2010

$
0.62011


0.62012


0.62013


0.62014


0.62015-2019


3.6   Note 11.
    Commitments
    and Contingencies  Concession duty.
  Litigation.
  Environmental liabilities.
    Certain Disputes with Ferromex.
 50




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Secretaría de
    Comunicaciones y Transportes
  Tribunal Federal de Justicia
    Fiscal y Administrativa
      SCT Sanction Proceedings.
   51




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Concession Dispute.
  Disputes Relating to the Provision of Services to a Mexican
    subsidiary of a Large U.S. Auto
    Manufacturer.
    Mancera Proceeding.
 52




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Credit Risk.
  Note 12.
    Subsequent
    Event  Fuel Derivative Transactions.
   53




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures    Rules 13a-15(e) 15d-15(e) Form 10-K
        Rule 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information  Form 8-K
  Trackage
    Rights Agreement
  and/or and/or
     54




---



##### Table of Contents



and/or and/or
    Settlement
    Agreement
             55




---



##### Table of Contents



Part III
  Items 10
    ,
    11, 12 and 13.Directors, Executive Officers and
    Corporate Governance; Executive Compensation; Security Ownership
    of Certain Beneficial Owners and Management Related Stockholders
    Matters; and Certain Relationships and Related Transactions, and
    Director Independence  Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services  (in
    thousands)
  2009


2008Audit fees

$
2,160.0


$
3,000.0Audit-related fees(1)


565.0



616.5Tax fees


38.0



28.0Total

$
2,763.0


$
3,644.5     (1)
    
    Primarily reflects fees related to debt offering documents and
    related SEC filings. Part IV  Item 15.
    Exhibits,
    Financial Statement Schedules    (1)
    Financial
    Statements  form 10-K.
  (2)
    Financial
    Statement Schedules    (3)
    List of
    Exhibits  Rule 12b-32
  (a)
    Exhibits  ExhibitNo.

Description2
.1

Registration Rights Agreement, dated as of April 19, 2005,
    between KCSM and Morgan Stanley & Co. Incorporated and
    Scotia Capital (USA) Inc. (the 2005 Registration Rights
    Agreement), is incorporated herein by reference to
    Exhibit 4.1 of the Companys Current Report on
    Form 8-K,
    filed on April 25, 2005 (File
    No. 333-08322). 56




---



##### Table of Contents



ExhibitNo.

Description2
.2

Registration Rights Agreement, dated as of November 21,
    2006, between KCSM, Morgan Stanley & Co. Incorporated,
    Banc of America Securities LLC, BBVA Securities Inc., BMO
    Capital Markets Corp., and Scotia Capital (USA) Inc. (the
    2006 Registration Rights Agreement), is incorporated
    herein by reference to Exhibit 4.3 of the Companys
    Current Report on
    Form 8-K,
    filed on November 28, 2006 (File
    No. 333-08322).2
.3

Registration Rights Agreement, dated as of May 16, 2007,
    between KCSM and Morgan Stanley & Co. Incorporated,
    Banc of America Securities LLC, BBVA Securities Inc., BMO
    Capital Markets Corp. and Scotia Capital (USA) Inc. (the
    2007 Registration Rights Agreement), is incorporated
    herein by reference to Exhibit 4.2 of the Companys
    Current Report on
    Form 8-K,
    filed on May 17, 2007 (File
    No. 333-08322).2
.4

Registration Rights Agreement, dated as of March 30, 2009,
    between KCSM and Banc of America Securities LLC, SunTrust
    Robinson Humphrey, Inc., Scotia Capital (USA) Inc. and DVB
    Capital Markets LLC (the 2009 Registration Rights
    Agreement), is incorporated herein by reference to
    Exhibit 2.1 of the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 (File
    No. 333-08322).2
.5

Registration Rights Agreement, dated as of January 22,
    2010, between KCSM and Banc of America Securities LLC, as
    representative of the placement agents listed therein (the
    2010 Registration Rights Agreement), filed as
    Exhibit 4.2 to the Companys Current Report on
    Form 8-K,
    filed on January 28, 2010 (File
    No. 1-4717),
    is incorporated by reference as Exhibit 2.7.3
.1

Current Corporate By-laws (Estatutos Sociales) of KCSM, as
    amended and restated on May 8, 2007, together with an
    English translation, is incorporated herein by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K,
    filed on May 9, 2007 (File
    No. 333-08322).4
.1

Indenture, dated as of April 19, 2005, between TFM and The
    Bank of Nova Scotia Trust Company of New York, as trustee
    and paying agent, covering up to $460,000,000 of TFMs
    93/8% Senior
    Notes due 2012 (the 2005 Indenture), is incorporated
    herein by reference to Exhibit 4.2 of the Companys
    Current Report on
    Form 8-K,
    filed on April 25, 2005 (File
    No. 333-08322).4
.2

Specimen Global Note representing the
    93/8% Senior
    Notes due 2012, is incorporated herein by reference to
    Exhibit 4.7 of the Companys Registration Statement on
    Form S-4,
    filed on November 8, 2005 (Registration
    No. 333-129566).4
.3

The 2005 Registration Rights Agreement. (See Exhibit 2.1)4
.4

Indenture, dated as of November 21, 2006, between KCSM and
    U.S. Bank National Association, as trustee and paying agent,
    covering up to $175,000,000 of KCSMs
    75/8% Senior
    Notes due 2013 (the 2006 Indenture), is incorporated
    herein by reference to Exhibit 4.2 of the Companys
    Current Report on
    Form 8-K,
    filed on November 28, 2006 (File
    No. 333-08322).4
.5

Specimen Global Note representing the
    75/8% Senior
    Notes due 2013, is incorporated herein by reference to
    Exhibit 4.4 of the Companys Registration Statement on
    Form S-4,
    filed on September 18, 2007 (Registration
    No. 333-146153).4
.6

The 2006 Registration Rights Agreement. (See Exhibit 2.2)4
.7

Indenture, dated as of May 14, 2007, between KCSM and U.S.
    Bank National Association, as trustee and paying agent, covering
    up to $165,000,000 of KCSMs
    73/8% Senior
    Notes due 2014 (the 2007 Indenture), is incorporated
    herein by reference to Exhibit 4.1 of the Companys
    Current Report on
    Form 8-K,
    filed on May 17, 2007 (File
    No. 333-08322).4
.8

Specimen Global Note representing the
    73/8% Senior
    Notes due 2014, is incorporated herein by reference to
    Exhibit 4.7 of the Companys Registration Statement on
    Form S-4,
    filed on October 4, 2007 (Registration
    No. 333-146519).4
.9

The 2007 Registration Rights Agreement. (See Exhibit 2.3)4
.10

Indenture, dated as of March 30, 2009, between KCSM and
    U.S. Bank National Association, as trustee and paying agent,
    covering up to $200,000,000 of KCSMs
    121/2% Senior
    Notes due 2016 (the 2009 Indenture), is incorporated
    herein by reference to Exhibit 4.1 of the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 (File
    No. 333-08322).4
.11

Supplemental Indenture, dated as of November 12, 2009, to
    the 2009 Indenture among KCSM, as issuer, and U.S. Bank National
    Association, as trustee and paying agent (the 2009
    Supplemental Indenture), is attached to this
    Form 10-K
    as Exhibit 4.11. 57




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##### Table of Contents



ExhibitNo.

Description4
.12

Special Global Note representing the
    121/2% Senior
    Notes due 2016, is incorporated herein by reference to
    Exhibit 4.10 of the Companys Registration Statement
    on
    Form S-4,
    filed on October 5, 2009 (Registration
    No. 333-161762).4
.13

The 2009 Registration Rights Agreement. (See Exhibit 2.4)4
.14

Indenture, dated as of January 22, 2010, between KCSM and
    U.S. Bank National Association, as trustee and paying agent,
    covering up to $300,000,000 of KCSMs 8% Senior Notes
    due 2018 (the 2010 KCSM Indenture), filed as
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K,
    filed on January 28, 2010 (File
    No. 1-4717),
    is incorporated herein by reference as Exhibit 4.17.4
.15

The 2010 Registration Rights Agreement. (See Exhibit 2.5)10
.1

Concession title granted by the Secretaria de Comunicaciones y
    Transportes (Ministry of transportation) (SCT) (the
    Concession) in favor of Ferrocarril del Noreste,
    S.A. de C.V., (FNE), dated as of December 2,
    1996, together with an English translation, is incorporated
    herein by reference to Exhibit 2.1 of the Companys
    Registration Statement on
    Form F-4
    (Registration
    No. 333-08322).10
.2

Amendment of Concession, dated as of February 12, 2001,
    together with an English translation, is incorporated herein by
    reference to Exhibit 4.2 from KCSM and Grupo KCSMs
    Annual Report on
    Form 20-F
    for year 2000 (File
    No. 333-08322).10
.3

Amendment No. 2 of Concession, dated as of
    November 22, 2006, together with an English translation, is
    incorporated herein by reference to Exhibit 10.3 of the
    Companys Registration Statement on
    Form S-4,
    filed on September 18, 2007 (Registration
    No. 333-146153).10
.4

Sale Purchase Agreement respecting Capital Stock of FNE, among
    the United Mexican States (through the Ministry of
    Transportation), FNE and Ferrocarriles Nacionales de
    México, S.A. de C.V. (FNM), dated
    December 2, 1996, together with an English translation, is
    incorporated herein by reference to Exhibit 2.2 of the
    Companys Registration Statement on
    Form F-4
    (Registration
    No. 333-08322).10
.5

Sale Purchase Agreement respecting Property and Equipment, among
    the United Mexican States (through the Ministry of
    Transportation), FNE and FNM, dated December 2, 1996,
    together with an English translation, is incorporated herein by
    reference to Exhibit 2.3 of the Companys Registration
    Statement on
    Form F-4
    (Registration
    No. 333-08322).10
.6

Omnibus Agreement, dated as of June 9, 1997, among Grupo
    TFM, Caymex Transportation, Inc., TMM Multimodal, S.A. de C.V.
    and FNM, together with an English translation, is incorporated
    herein by reference to Exhibit 10.5 of the Companys
    Registration Statement on
    Form F-4
    (Registration
    No. 333-08322).10
.7

English translation of the Purchase-Sale Agreement, dated
    July 29, 2002, by and between KCSM, FNM and Nacional
    Financiera, S.N.C., Institución de Banca de Desarrollo, is
    incorporated herein by reference to Exhibit 10.16 of the
    Companys Registration Statement on
    Form F-4
    (Registration
    No. 333-08322).10
.8

Compliance and Settlement Agreement, dated as of
    September 12, 2005, among KCSM, Grupo KCSM, Kansas City
    Southern, and the Federal Government of the United Mexican
    States, is incorporated herein by reference to Exhibit 10.1
    of the Companys Current Report on
    Form 8-K,
    filed on September 16, 2005 (File
    No. 333-08322).10
.9

English translation Employment Agreement, dated as of
    April 20, 2006, between KCSM and José Guillermo Zozaya
    Delano, is incorporated herein by reference to Exhibit 10.1
    of the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006 (File
    No. 333-08322).10
.10

English translation of Amendment to the Employment Agreement of
    April 2, 2006, dated May 27, 2009, between KCSM and
    José Guillermo Zozaya Delano, is incorporated herein by
    reference to Exhibit 10.1 of the Companys Current
    Report on
    Form 8-K,
    filed on June 2, 2009 (File
    No. 333-08322).10
.11

English translation of Employment Agreement, dated as of
    September 11, 2003, between KCSM and Cesar Alfredo Polack
    Belaunde, is incorporated herein by reference to
    Exhibit 10.13 of the Companys Registration Statement
    on
    Form S-4,
    filed on September 18, 2007 (Registration
    No. 333-146153)
    . 58




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##### Table of Contents



ExhibitNo.

Description10
.12

English translation of Employment Agreement, dated as of
    May 22, 2006, between KCSM and Julio Quintero
    Martínez, is incorporated herein by reference to
    Exhibit 10.15 of the Amendment to the Companys
    Registration Statement on
    Form S-4/A,
    filed on March 26, 2008 (Registration
    No. 333-146519).10
.13

English translation of Employment Agreement, dated as of
    January 18, 1999, between KCSM and Gloria Minerva
    Ballesteros Valdez, is incorporated herein by reference to
    Exhibit 10.13 of the Companys Registration Statement
    on
    Form S-4,
    filed on September 4, 2009 (Registration
    No. 333-161762).10
.13.1

English translation of Amendment to the Employment Agreement of
    January 18, 1999, dated as of June 2, 2009, between
    KCSM and Gloria Minerva Ballesteros Valdez, is incorporated
    herein by reference to Exhibit 10.13.1 of the
    Companys Registration Statement on
    Form S-4,
    filed on September 4, 2009 (Registration
    No. 333-161762).10
.14

English translation of Employment Agreement, dated as of
    November 25, 2003, between KCSM and James Thomas Kniestedt
    Bauman, is incorporated herein by reference to
    Exhibit 10.14 of the Companys Registration Statement
    on
    Form S-4,
    filed on September 4, 2009 (Registration
    No. 333-161762).10
.15

English translation of Employment Agreement, dated as of
    January 18, 1999, between KCSM and Oscar Augusto Del Cueto
    Cuevas, is incorporated herein by reference to
    Exhibit 10.15 of the Companys Registration Statement
    on
    Form S-4,
    filed on September 4, 2009 (Registration
    No. 333-161762).10
.16

Loan and Security Agreement, dated as of February 28, 2008,
    between KCSM and Export Development Canada, is incorporated
    herein by reference to Exhibit 10.16 of the Amendment to
    the Companys Registration Statement on
    Form S-4/A,
    filed on March 26, 2008 (Registration
    No. 333-146519).10
.17

Loan Agreement, dated as of September 24, 2008, between
    KCSM and DVB Bank AG, is incorporated herein by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 (File
    No. 333-08322).10
.18

The 2005 Indenture. (See Exhibit 4.1)10
.19

The 2006 Indenture. (See Exhibit 4.4)10
.20

The 2007 Indenture. (See Exhibit 4.7)10
.21

The 2009 Indenture. (See Exhibit 4.10)10
.22

The 2009 Supplemental Indenture. (See Exhibit 4.11)10
.23

Placement Agreement, dated as of January 7, 2010, between
    Banc of America Securities LLC, as representative of the
    placement agents listed therein, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K,
    filed on January 13, 2010 (File
    No. 333-08322).12
.1

The Computation of Ratio of Earnings to Fixed Charges prepared
    pursuant to item 601(b)(12) of
    Regulation S-K
    is attached to this
    Form 10-K
    as Exhibit 12.1.31
.1

Certification of José Guillermo Zozaya Delano, President
    and Executive Representative of the Company pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, is attached
    to this
    Form 10-K
    as Exhibit 31.1.31
.2

Certification of Michael W. Upchurch Chief Financial Officer of
    the Company pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002, is attached to this
    Form 10-K
    as Exhibit 31.2.(32)


Section 1350 certifications.32
.1

Certification of José Guillermo Zozaya Delano, President
    and Executive Representative of the Company, furnished pursuant
    to 18 U.S.C. Section 1350 is attached to this
    Form 10-K
    as Exhibit 32.1.32
.2

Certification of Michael W. Upchurch, Chief Financial Officer of
    the Company, furnished pursuant to 18 U.S.C.
    Section 1350 is attached to this
    Form 10-K
    as Exhibit 32.2  59




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##### Table of Contents



SIGNATURES      By
    /s/  José
    Guillermo Zozaya Delano     POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  Michael
    R. HavertyMichael
    R. Haverty

President of the Board of Directors

February 10, 2010./s/  Michael
    W. UpchurchMichael
    W. Upchurch

Chief Financial Officer
    (Principal Financial Officer)

February 10, 2010./s/  Mary
    K. StadlerMary
    K. Stadler

Chief Accounting Officer
    (Principal Accounting Officer)

February 10, 2010./s/  David
    L. StarlingDavid
    L. Starling

Vice President of the
    Board of Directors

February 10, 2010./s/  Patrick
    J. OttensmeyerPatrick
    J. Ottensmeyer

Director

February 10, 2010./s/  Larry
    M. LawrenceLarry
    M. Lawrence

Director

February 10, 2010./s/  David
    R. EbbrechtDavid
    R. Ebbrecht

Director

February 10, 2010.  60




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V.
 2009
    Form 10-K
    Annual Report
  Index to
    Exhibits
  Regulation S-KItem 601(b)Exhibit

Document

Exhibit4
.11

Supplemental Indenture, dated as of November 12, 2009, to
    the 2009 Indenture, among KCSM, as issuer, and U.S. Bank
    National Association, as trustee and paying agent.

4 and 1012
.1

Computation of Ratio of Earnings to Fixed Charges.

1231
.1

Certification of José Guillermo Zozaya Delano, President
    and Executive Representative of the Company, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.

3131
.2

Certification of Michael W. Upchurch, Chief Financial Officer of
    the Company, pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.

3132
.1

Certification of José Guillermo Zozaya Delano, President
    and Executive Representative of the Company, furnished pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.

3232
.2

Certification of Michael W. Upchurch, Chief Financial Officer of
    the Company, furnished pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.

32