##### 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, 2008o

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



N/A(State or other jurisdiction ofincorporation or organization)Montes Urales 625Lomas de Chapultepec11000 Mexico, D.F.Mexico(Address of Principal Executive Offices)

(KANSAS CITY SOUTHERN LOGO)

(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
  þ o
  o o þ
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   o þ
        DOCUMENTS INCORPORATED BY REFERENCE:




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##### 





KANSAS
    CITY SOUTHERN DE MÉXICO, S.A. DE C.V. AND SUBSIDIARIES
    2008
    FORM 10-K
    ANNUAL REPORT
  Table of
    Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


5Item 1B.


Unresolved Staff Comments


15Item 2.


Properties


15Item 3.


Legal Proceedings


17Item 4.


Submission of Matters to a Vote of Security
    Holders


17PART IIItem 5.


Market for the Registrant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 Operation


18Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


23Item 8.


Financial Statements and Supplementary Data


25Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


55Item 9A.


Controls and Procedures


55Item 9A(T)


Controls and Procedures


55Item 9B.


Other Information


55PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


55Item 11.


Executive Compensation


55Item 12.


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


55Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


55Item 14.


Principal Accountant Fees and Services


55PART IVItem 15.


Exhibits, Financial Statement Schedules


56Signatures


59EX-10.10.2EX-10.10.3EX-12.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Cautionary
    Statement Regarding Forward-Looking Statements
  Form 10-K Form 10-K, Form 10-K
 Part I  Item 1.
    Business  COMPANY
    HISTORY
  50-year
      sociedad de
    responsabilidad limitada de capital variable
 3




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sociedad de
    responsabilidad limitada de capital variable sociedad anónima de capital
    variable (Registro Público de Comercio)
  BUSINESS
    OVERVIEW
  50-year
  Ferrosur, S.A. de
    C.V
      Kansas
    City Southern
    AVAILABLE
    INFORMATION
  www.kcsouthern.com Form 10-K, Form 10-Q, Form 8-K, 64121-9335
 4




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##### Table of Contents



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;
    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-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 KCSMs
    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 debt.
    and/or
 5




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The
    recent downturn in the credit markets has increased the cost of
    borrowing and has made financing difficult to obtain, each of
    which may have a material adverse effect on the Companys
    results of operations and business.
    The
    failure of a bank to fund a request (or any portion of such
    request) by KCSM to borrow money under its existing revolving
    credit facilities could reduce KCSMs ability to fund
    capital expenditures or otherwise properly fund its
    operations.
    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
  Comision Federal de Competencia
   6




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7




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Failure
    to make capital expenditures could result in the revocation of
    KCSMs Concession and adversely effect its financial
    condition.
        KCSM
    competes against other railroads and other transportation
    providers.
       8




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KCSMs
    business may be adversely affected by changes in general
    economic conditions, including the automotive industry, which
    has had difficulties in recent years.
     9




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KCSM
    s business strategy, operations and growth rely significantly on
    agreements with other railroads and third parties.
    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.
    KCSMs
    operations are subject to certain trackage rights, haulage
    rights and interline service agreements with other Mexican rail
    carriers, some of which are in dispute.
  Ferrocarril y Terminal del Valle de
    México, S.A. de C.V.
 10




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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 its
    financial condition.
  Mexican-United
  Mexican-United
   11




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Traffic
    congestion or similar problems experienced in the U.S. or
    Mexican railroad system may adversely affect KCSMs
    operations.
  Laredo-Laredo
  If
    KCSMs primary fuel supply contract is terminated, or it
    fuel prices substantially increase, its financial condition
    could be materially adversely affected.
      KCSM
    faces possible catastrophic loss and liability, and its
    insurance may not be sufficient to cover its damages or damages
    to others.
   12




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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.
    KCSMs
    business is subject to environmental, health, and safety laws
    and regulations that could require KCSM to incur material costs
    or liabilities relating to environmental, health, or safety
    compliance or remediation.
  clean-ups,
    Terrorist
    activities and geopolitical events and their consequences could
    adversely affect KCSMs financial condition.
    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
 13




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KCSMs
    controlling stockholders interests may be different from
    KCSMs.
    KCSMs
    operations are subject to economic and political
    risks.
           14




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Mexico
    may experience high levels of inflation in the future which
    could adversely affect KCSMs results of
    operations.
    Risk
    Factors Relating to Ongoing Litigation
    Disputes
    with a Mexican subsidiary of a large U.S. Auto
    Manufacturer
       15




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Equipment
    Configuration
    2008


2007


2006Leased


Owned


Leased


Owned


Leased


OwnedLocomotives


105



352



105



315



113



344Rolling Stock:Box cars


1,689



539



1,069



1,107



1,068



1,166Gondolas


2,565



1,686



2,519



1,771



2,520



1,817Hoppers (covered, open, woodchip)


1,972



316



2,360



562



2,416



580Flat cars (intermodal and other)


308



414



111



552



262



557Auto racks


1,555







1,555







1,552



Tank cars


500



17



503



69



522



71Other






54







55







55Total


8,589



3,026



8,117



4,116



8,340



4,246   Average Age (In Years):

2008


2007


2006Road locomotives


12.7



13.6



16.4All locomotives


16.4



16.8



18.8     2008


2007


2006Route miles  main and branch line


2,700



2,660



2,640Total track miles


3,300



3,250



3,240Miles of welded rail in service


2,300



2,260



2,060Main line welded rail percent


85
%


85
%


78
%Cross ties replaced


258,205



230,963



214,020   Mechanical
   16




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Property
    and Facilities
  storage-in-transit
    Daily AverageTop Three Classification Yards

Cars ProcessedNuevo Laredo, Tamaulipas


1,168Monterrey, Nuevo Leon


747Sanchez, Tamaulipas


642   Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders  Form 10-K.
 17




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##### Table of Contents



Part II  Item 5.
    Market
    for the Companys Common Equity, Related Stockholders
    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
    Operation  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, 2008 Compared to the Year Ended
    December 31, 2007
  (in millions)
  Year EndedDecember 31,


Change2008


2007


Dollars


PercentRevenues

$
818.5


$
813.2


$
5.3



1
%Operating expenses:Compensation and benefits


114.0



135.0



(21.0
)


(16
)%Purchased services


126.1



106.6



19.5



18
%Fuel


112.7



119.7



(7.0
)


(6
)%Equipment costs


102.3



106.8



(4.5
)


(4
)%Depreciation and amortization


103.9



96.7



7.2



7
%Casualties and insurance


12.8



11.1



1.7



15
%Materials and other


31.1



21.7



9.4



43
%Total operating expenses


602.9



597.6



5.3



1
%Operating income


215.6



215.6







0
%Equity in net earnings of unconsolidated affiliates


7.4



5.7



1.7



30
%Interest expense


(86.6
)


(87.9
)


1.3



(1
)%Debt retirement costs






(6.9
)


6.9



(100
)%Foreign exchange loss


(21.3
)


(0.9
)


(20.4
)


2,267
%Other income


2.9



2.9







0
%Income before income taxes


118.0



128.5



(10.5
)


(8
)%Income tax expense


15.0



30.7



(15.7
)


(51
)%Net income

$
103.0


$
97.8


$
5.2



5
%   Revenues.
  (in millions), (in thousands)
  Revenues


Carloads and UnitsChange








Change2008


2007


Dollars


Percent


2008


2007


Units


PercentChemical and petroleum

$
143.2


$
136.0


$
7.2



5
%


80.6



80.3



0.3



0
%Industrial and consumer products


223.6



245.8



(22.2
)


(9
)%


180.6



206.1



(25.5
)


(12
)%Agriculture and minerals


225.7



208.3



17.4



8
%


141.5



144.6



(3.1
)


0
%Total general commodities


592.5



590.1



2.4



0
%


402.7



431.0



(28.3
)


(7
)%Intermodal


86.5



74.1



12.4



17
%


260.9



246.2



14.7



6
%Automotive


101.1



105.8



(4.7
)


(4
)%


96.2



102.3



(6.1
)


(6
)%Coal


20.7



22.7



(2.0
)


(9
)%


21.7



25.5



(3.8
)


(15
)%Carload revenues, carloads and units


800.8



792.7



8.1



1
%


781.5



805.0



(23.5
)


(3
)%Other revenue


17.7



20.5



(2.8
)


(14
)%Total revenues(i)

$
818.5


$
813.2


$
5.3



1
%(i) Included in revenues:Fuel surcharge

$
62.3


$
52.6  19




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Revenues by commoditygroup for 2008Chemical and petroleum.Revenues increased
    $7.2 million for the year ended December 31, 2008
    compared to the same period in 2007. The increase reflects
    targeted rate increases and higher fuel surcharge participation.
    Volume increases primarily in the Chemicals channel were offset
    by a decrease in volume in the Plastics channel.

(PIE CHART)Industrial and consumer products.  Revenues
    decreased $22.2 million for the year ended
    December 31, 2008 compared to the same period in 2007. The
    decrease was principally due to a lower volume of beer exports
    due to a large beer producer relocating to an area not served by
    KCSM in the first quarter of 2008. Volume also decreased in the
    Metals and scrap channel due to adverse international steel
    market conditions. Additionally, cement, appliances and tile
    ceramic exports in the Other channel decreased, reflecting the
    slowdown of the construction industry in the United States.

(PIE CHART)Agricultural and mineral.  Revenues increased
    $17.4 million for the year ended December 31, 2008
    compared to the same period in 2007. The increase was driven by
    targeted rate increases, higher fuel surcharge participation,
    and increased length of haul. This increase was partially offset
    by volume decreases in the Grain and Food products channels
    attributable to increased grain prices and decreased rail
    freight demand during the last quarter of 2008 due to
    competitive vessel freight rates.

(PIE CHART)   Intermodal.
  Automotive.
  Coal.
 20




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##### Table of Contents



Operating
    Expenses.
  (in millions).
  Change2008


2007


Dollars


PercentCompensation and benefits

$
114.0


$
135.0


$
(21.0
)


(16
)%Purchased services


126.1



106.6



19.5



18
%Fuel


112.7



119.7



(7.0
)


(6
)%Equipment costs


102.3



106.8



(4.5
)


(4
)%Depreciation and amortization


103.9



96.7



7.2



7
%Casualties and insurance


12.8



11.1



1.7



15
%Materials and other


31.1



21.7



9.4



43
%Total operating expenses

$
602.9


$
597.6


$
5.3



1
%   Compensation and benefits.
  Purchased services.
  Fuel.
  Equipment costs.
  Depreciation and amortization.
  Casualties and insurance.
  Materials and other.
 21




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##### Table of Contents



Non-Operating
    Expenses.
  Interest Expense. 1 2
  Debt retirement cost. 1 2 1 2
  Foreign Exchange Loss.
  Equity in Net Earnings of Unconsolidated
    affiliates.
  Other income.
  Income Tax Expense.
  LIQUIDITY
    AND CAPITAL RESOURCES
      1 2 1 2
 22




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##### Table of Contents



1 2
      Long
    Term Debt and Credit Facility Activity.
        KCSMs
    minimum capital investments obligation
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks  Form 10-K,
  Interest Rate Sensitivity.
 23




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##### Table of Contents



Foreign Exchange Sensitivity.
  Inflation risk.
 24




---



##### 



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


26Report of KPMG LLP, Independent Registered Public
    Accounting Firm, regarding the years ended December 31,
    2008 and 2007


27Report of KPMG Cárdenas Dosal, S.C.,
    Independent Registered Public Accounting Firm, regarding the
    year ended December 31, 2006


28Consolidated Statements of Income for the years ended
    December 31, 2008, 2007 and 2006


29Consolidated Balance Sheets at December 31,
    2008 and 2007


30Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


31Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2008, 2007 and 2006


32Notes to the Consolidated Financial Statements


33   25




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Managements
    Report on Internal Control over Financial Reporting  Rules 13a-15(f) 15d-15(f).
    Internal Control  Integrated
    Framework
   26




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               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 31
  2008


2007


2006(In millions)Revenues

$
818.5


$
813.2


$
774.0Operating expenses:Compensation and benefits


114.0



135.0



129.2Purchased services


126.1



106.6



131.0Fuel


112.7



119.7



112.8Equipment costs


102.3



106.8



97.0Depreciation and amortization


103.9



96.7



89.3Casualties and insurance


12.8



11.1



8.5Materials and other


31.1



21.7



27.4Total operating expenses


602.9



597.6



595.2Operating income


215.6



215.6



178.8Equity in net earnings of unconsolidated affiliates


7.4



5.7



5.9Interest expense


(86.6
)


(87.9
)


(92.7
)Debt retirement costs






(6.9
)


(2.6
)Foreign exchange loss


(21.3
)


(0.9
)


(10.5
)Other income


2.9



2.9



1.5Income before income taxes and minority interest


118.0



128.5



80.4Income tax expense


15.0



30.7



18.8Income before minority interest


103.0



97.8



61.6Minority interest










0.1Net income

$
103.0


$
97.8


$
61.7    29




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Consolidated
    Balance Sheets
 December
    31
  2008


2007(In millions, exceptshare amounts)ASSETSCurrent assets:Cash and cash equivalents

$
38.9


$
16.9Accounts receivable, net


60.2



109.4Related company receivable


29.0



38.4Materials and supplies


27.0



30.7Deferred income tax asset


56.0



159.1Other current assets


56.2



32.4Total current assets


267.3



386.9Investments


46.4



49.6Property and equipment, net of accumulated depreciation of
    $49.8 million and $45.8 million at December 31,
    2008 and 2007, respectively


1,063.7



872.8Concession assets, net of accumulated amortization of
    $186.5 million and $129.2 million at December 31,
    2008 and 2007, respectively


1,182.1



1,215.5Related company receivable


3.4



3.8Deferred income tax asset


36.4



Other assets


41.0



40.3Total assets

$
2,640.3


$
2,568.9LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Debt due within one year

$
9.9


$
0.3Accounts payable and accrued liabilities


162.5



143.9Related company payable


10.8



59.9Total current liabilities


183.2



204.1Other liabilities:Long-term debt


948.5



850.4Related company payable


0.3



21.8Deferred income tax liability






52.8Other noncurrent liabilities and deferred credits


75.8



101.1Total other liabilities


1,024.6



1,026.1Commitments and contingencies






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


608.3



608.3Additional paid in capital


243.6



243.6Retained earnings


583.5



487.6Accumulated other comprehensive loss


(2.9
)


(0.8
)Total stockholders equity


1,432.5



1,338.7Total liabilities and stockholders equity

$
2,640.3


$
2,568.9    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 31
  2008


2007


2006(In millions)Operating activities:Net income

$
103.0


$
97.8


$
61.7Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


103.9



96.7



89.3Deferred income taxes


15.0



30.7



18.8Equity in undistributed earnings of unconsolidated affiliates


(7.4
)


(5.7
)


(5.9
)Deferred compensation


(1.9
)


(2.1
)


5.9Distributions from unconsolidated affiliates


7.2







Debt retirement cost






6.9



Changes in working capital items:Accounts receivable


49.2



41.9



(13.6
)Related parties


(60.8
)


30.8



33.5Materials and supplies


3.7



(7.9
)


(5.0
)Other current assets


(26.4
)


57.2



(10.0
)Accounts payable and accrued liabilities


18.6



(66.7
)


(12.0
)Other, net


(8.5
)


(14.8
)


(7.6
)Net cash provided by operating activities


195.6



264.8



155.1Investing activities:Capital expenditures


(266.0
)


(237.9
)


(116.1
)Proceeds from disposal of property


1.1



16.9



3.1Other, net


(1.0
)


(9.2
)


Net cash used for investing activities


(265.9
)


(230.2
)


(113.0
)Financing activities:Proceeds from issuance of long-term debt


125.0



221.7



177.9Repayment of long-term debt


(23.3
)


(237.4
)


(204.1
)Debt costs


(1.0
)


(16.1
)


(8.4
)Dividends paid


(7.1
)






Other, net


(1.3
)


(0.3
)


(0.3
)Net cash provided by (used for) financing activities


92.3



(32.1
)


(34.9
)Cash and cash equivalents:Net increase during each year


22.0



2.5



7.2At beginning of year


16.9



14.4



7.2At end of year

$
38.9


$
16.9


$
14.4Supplemental information:Cash payments:Interest

$
78.8


$
77.5


$
88.8    31




---



##### Table of Contents



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











AccumulatedAgreements


Treasury/


Additional





OtherCommon


with Parent


Parent


Paid in


Retained


ComprehensiveStock


Company


Shares


Capital


Earnings


(Loss) Income


Total(In millions )Balances at December 31, 2005


1,758.9



(661.2
)


(561.5
)


245.4



374.2







1,155.8Push down of additional basis from acquisition by shareholders






67.6







(40.0
)










27.6Net income


















61.7







61.7Balances 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






















(0.8
)


(0.8
)Comprehensive income


















97.8



(0.8
)


97.0Cancellation of the shares received from the Mexican government
    related to the


(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 ($0.00148 per share)


















(7.1
)






(7.1
)Balances at December 31, 2008

$
608.3


$



$



$
243.6


$
583.5


$
(2.9
)

$
1,432.5    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 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.
    (México Valley Railway and Terminal or FTVM), sociedad anónima de capital
    variable Ferrocarril
    Méxicano, S.A. de C.V. Ferrosur, S.A. de C.V. Grupo México, S.A.B. 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.
       34




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Employees and Labor Relations. Sindicato de
    Trabajadores Ferrocarrileros de la República Mexicana
  Note 2.
    Significant
    Accounting Policies  Principles of Consolidation.
    Use of Estimates.
  Segments.
  Currency Translation.
  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)
   Cash and Cash Equivalents.
  Accounts Receivable, net.
  Materials and Supplies.
  Derivative Instruments.
  Concession Rights and Related Assets.
  Property and Depreciation.
    Computer Software Costs.
  Impairment of Long-Lived Assets.
 36




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fair Value of Financial Instruments.
    Retirement Benefit and Seniority
    Premiums.
    Employees Statutory Profit Sharing.
  Deferred Income Taxes.
    Debt.
  Leases.
 37




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Foreign Exchange Risk.
  Note 3.
    Legal
    Merger with Grupo KCSM  sociedad de responsabilidad limitada de capital variable sociedad anónima de capital variable
    Note 4.
    Investments  (in
    millions)
  PercentageOwnership atDecember 31,


Carrying ValueCompany

2008


2008


2007Mexrail


49
%

$
35.5


$
32.8FTVM


25
%


10.9



16.8Total





$
46.4


$
49.6  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)
  (in millions).
  Year Ended December 31,2008


2007


2006Mexrail


FTVM


Mexrail


FTVM


Mexrail


FTVMInvestment in unconsolidated affiliates

$
35.5


$
10.9


$
32.8


$
16.8


$
30.0


$
13.9Equity in net assets of unconsolidated affiliates


35.5



10.9



31.0



15.5



28.2



12.6Balance sheet:Current assets


3.7



41.0



3.5



61.3



5.4



46.4Other assets


183.2



22.4



169.6



28.1



158.9



33.9Assets

$
186.9


$
63.4


$
173.1


$
89.4


$
164.3


$
80.3Current liabilities

$
48.2


$
10.7


$
48.7


$
11.8


$
17.6


$
13.5Long-term liabilities


66.3



9.2



61.2



15.6



89.3



16.5Equity of stockholders and partners


72.4



43.5



63.2



62.0



57.4



50.3Liabilities and equity

$
186.9


$
63.4


$
173.1


$
89.4


$
164.3


$
80.3Operating results:Revenues

$
85.3


$
64.3


$
77.5


$
65.8


$
74.3


$
60.5Expenses


79.5



46.5



71.7



54.0



68.1



45.7Net income

$
5.8


$
17.8


$
5.8


$
11.8


$
6.2


$
14.8   Note 5.
    Other
    Balance Sheet Captions  Other Current Assets. (in millions)
  2008


2007Refundable taxes

$
25.6


$
Deferred employee statutory profit sharing asset


12.2



16.5Purchase accounting for the fair value of certain contracts


11.3



11.4Advance to suppliers


4.5



2.2Other


2.6



2.3Other current asset, net

$
56.2


$
32.4  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)
  Property and Equipment and Concession
    Assets. (in millions)
  2008


2007Concession land rights

$
135.7


$
133.1Land


61.6



61.6RoadGrading


485.1



468.9Rail and Other Track Material


471.5



445.1Ties


297.7



268.9Bridges and Tunnels


230.7



221.0Ballast


135.6



127.9Other(i)


188.0



168.9Total Road

$
1,808.6


$
1,700.7EquipmentLocomotives


250.0



193.3Freight Cars


57.9



54.1Work Equipment


1.4



1.3Other  Equipment


3.9



3.4Total Equipment

$
313.2


$
252.1Other


46.2



46.1Total


2,365.3



2,193.6Accumulated Depreciation


236.3



175.0Net Property and Equipment


2,129.0



2,018.6Construction in Progress


116.8



69.7Property and equipment, net

$
2,245.8


$
2,088.3   (i)
    Other reflects structures, signals, roadway machines,
    communications and other road assets.       40




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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)
  2008


2007Accounts payable

$
80.6


$
46.7Freight charges due other railroads


15.7



9.1Purchased services


13.7



21.7Mechanical services performed


10.4



12.4Interest payable


10.5



10.0Purchase accounting for the fair value of certain contracts


6.4



8.8Equipment cost


5.4



8.7Insurance


3.1



5.9Other


16.7



20.6$
162.5


$
143.9   Other noncurrent liabilities and deferred
    credits. (in millions)
  2008


2007Deferred profit sharing

$
30.2


$
42.5Purchase accounting for the fair value of certain contracts


27.8



33.7Retirement obligation


11.7



13.3Other


6.1



11.6$
75.8


$
101.1   Note 6.
    Long-Term
    Debt  (in millions)
  2008


2007Long-term debt:Term loan variable interest rate, 2.0963% at December 31,
    2008 due 2012

$
30.0


$
30.0Revolving credit facility, variable interest rate due 2011






20.093/8% Senior
    notes due 2012


460.0



460.075/8% Senior
    notes due 2013


175.0



175.073/8% Senior
    notes due 2014


165.0



165.05.737% Locomotive financing agreement


70.3



6.195% Locomotive financing agreement


51.3



Capital lease obligations, due serially 2011 and 2012


6.8



0.7Total


958.4



850.7Less: Debt due within one year


9.9



0.3Long-term debt

$
948.5


$
850.4   Revolving Credit Facility and Term Loan.
 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)
  1 4 1 2
        93/8% Senior
    Notes. 3 8
  75/8% Senior
    Notes. 5 8 1 4
 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)
    73/8% Senior
    Notes. 3 8 3 8 1 2 3 8
  pari passu
  5.737% Locomotive Financing Agreement.
  6.195% Locomotive Financing Agreement.
    Covenants
   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)
   Leases
    and Debt Maturities
  (in millions)
  Capital LeasesLong


Minimun





NetTerm


Lease


Less


Present


Total


OperatingYears

Debt


Payments


Interest


Value


Debt


Leases


Total2009

$
8.3


$
2.1


$
0.5


$
1.6


$
9.9


$
54.1


$
64.02010


8.3



1.9



0.4



1.5



9.8



46.3



56.12011


8.3



1.9



0.2



1.7



10.0



49.1



59.12012


498.3



2.1



0.1



2.0



500.3



33.0



533.32013


183.4















183.4



27.9



211.3Thereafter


245.0















245.0



168.9



413.9Total

$
951.6


$
8.0


$
1.2


$
6.8


$
958.4


$
379.3


$
1,337.7   Note 7.
    Related
    Companies  (in millions)
  2008


2007Related company receivables:NAFTA Rail(1)

$
14.3


$
15.4KCS(2)


12.5



22.1Mexrail


1.6



0.5Panama Canal Railway Company(3)


0.6



0.4$
29.0


$
38.4Long term receivables:Panama Canal Railway Company(3)

$
3.4


$
3.8Total related company receivables

$
32.4


$
42.2Related company payables:Superior Tie & Timber(4)

$
9.5


$
6.0Terminal Ferroviaria del Valle de México, S. A. de C.
    V.


1.3



0.5KCS(5)






49.2Panama Canal Railway Company(6)






4.2$
10.8


$
59.9Long term payables:KCS(5)

$
0.3


$
21.8Total related company payables

$
11.1


$
81.7   (1)
    
    This amount is comprised primarily of a loan receivable with an
    affiliate, NAFTA Rail, denominated in Mexican pesos of
    Ps.138.7 million ($10.2 million) and $1.5 million
    of interest as of December 31, 2008.(2)
    
    This balance is comprised mainly of receivables from KCS. 44




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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)
   (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 payable balance is comprised primarily of ties acquired by
    KCSM.(5)
    
    As of December 31, 2007 the balance was comprised mainly of
    prepaid freight services.(6)
    
    The 2007 amount was comprised of an advance payment from PCRC in
    regards to the sale of five SD60 locomotives.  (in millions)
  2008


2007


2006Corporate expenses

$
(28.3
)

$
(16.9
)

$
(16.3
)Terminal expenses


(14.2
)


(13.8
)


(24.1
)Car equipment lease


4.1



2.3



1.5Locomotive equipment lease


0.7



0.7



(4.8
)Other


7.7



8.3



(2.9
)   Software
    Agreements
    Prepayment
    Freight Services Agreement
    Loan
    Agreement
    Locomotive
    Purchase Agreement
    Locomotive
    Purchase and Sale Agreements
   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)
    Management
    Services Agreement
    Note 8.
    Stockholders
    Equity    SharesClass I


Class II


Total


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


600,000



2,344,300,029



2,344,900,029



49.00
%Kara Sub, Inc.






1,195,368,147



1,195,368,147



24.97
%KCSM Finco LLC






882,733,401



882,733,401



18.44
%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
   46




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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.
    Tax and
    Statutory Profit Sharing  Income Tax
  Tax Expense
  Deferred Income Taxes (in millions)
  2008


2007Liabilities:Property and equipment

$
30.1


$
62.4Concession rights


152.5



199.7Gross deferred tax liabilities


182.6



262.1Assets:Loss carryovers


(250.8
)


(292.6
)Inventories and provisions


(34.2
)


(75.8
)Other


(1.5
)


Gross deferred tax assets before valuation allowance


(286.5
)


(368.4
)Valuation allowance on loss carryovers


11.5



Gross deferred tax assets


(275.0
)


(368.4
)Net deferred tax assets

$
(92.4
)

$
(106.3
)   Tax Rates (in
    millions)
  2008


2007


2006Income tax expense using the statutory rate in effect

$
33.0


$
36.0


$
21.3Tax effect of:Uncertain tax positions


0.4







Equity earnings from unconsolidated affiliates


(2.2
)






Foreign exchange and inflation adjustments


(12.1
)


7.4



12.4Inflation on loss carryforwards


(15.3
)


(13.0
)


(17.4
)Change in valuation allowance


11.5







Other  Net


(0.3
)


0.3



2.5Income tax expense

$
15.0


$
30.7


$
18.8Effective tax rate


13
%


24
%


26
%  47




---



##### 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 (in millions)
  2008


2007Liabilities:Property and equipment

$
13.2


$
17.1Concession rights


18.9



25.4Gross deferred profit sharing liabilities


32.1



42.5Assets:Inventories and provisions


(13.6
)


(16.5
)Other


(0.5
)


Gross deferred tax assets


(14.1
)


(16.5
)Net deferred profit sharing liability

$
18.0


$
26.0   Asset Tax
  Flat Tax
  Tax Carryovers
    Uncertain Tax Positions (in millions):
  Balance at January 1, 2008

$
Additions based on tax positions related to the current year


Additions for tax positions of prior years


0.4Reductions for tax positions of prior years


Settlements


Balance at December 31, 2008

$
0.4      48




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Note 10.
    Retirement
    Benefit      Net
    Periodic Benefit Cost, Plan Obligation, and Funded
    Status
  (in millions)
  2008


2007


2006Service cost

$
1.4


$
1.4


$
1.7Interest cost


1.2



0.9



1.0Actuarial (gain) loss(i)






(0.5
)


(2.6
)Foreign currency (gain) loss


(2.9
)






Net periodic cost (benefit) recognized

$
(0.3
)

$
1.8


$
0.1     (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)
  2008


2007Benefit obligation, beginning of year

$
14.3


$
12.1Service cost


1.4



1.4Interest cost


1.2



0.9Actuarial (gain) loss






(0.5
)Foreign currency (gain) loss


(2.9
)


Benefits paid, net of retiree contributions


(0.3
)


(0.9
)Prior services cost


(1.2
)


1.3Benefit obligation, end of year

$
12.5


$
14.3Funded status

$
(12.5
)

$
(14.3
)  49




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Assumptions
    2008


2007Discount rate


8.00
%


8.00
%Rate of compensation increase


4.50
%


4.50
%   Cash
    Flows
  (in millions)
  ExpectedYear

Payments2009

$
0.42010


0.42011


0.32012


0.62013


1.12014-2018


10.7   Note 11.
    Commitments
    and Contingencies  Commitments:
  Concession duty.
  Contingencies:
  Litigation.
     50




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Certain Disputes with Ferromex. Ferrocarril
    Mexicano, S.A. de C.V. Secretaría de Comunicaciones y Transportes
  Tribunal Federal de Justicia
    Fiscal y Administrativa
        Disputes Relating to the Provision of Services to a Mexican
    subsidiary of a Large U.S. Auto Manufacturer.
   51




---



##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Disputes Relating to the Scope of the Mandatory Trackage
    Rights.
  Other SCT Sanction Proceedings.
 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)
      Mancera Proceeding.
  Credit Risk.
  Note 12.
    Financial
    Instruments    Foreign Exchange Contracts.
   53




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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)
    54




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    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   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



Omitted pursuant to General Instruction I(2) to
    Form 10-K. Item 14.
    Principal
    Accountant Fees and Services  (in thousands)
  2008


2007Audit fees

$
3,000.0


$
3,681.7Audit-related fees(1)


616.5



465.5Tax fees


28.0



50.0All other fees






$
3,664.5


$
4,197.2  55




---



##### Table of Contents



(1)
    
    Primarily reflects fees related to debt offering documents and
    related SEC filings. Part IV  Item 15.
    Exhibits,
    Financial Statement Schedules    (a)(1)  Financial
    Statements:
    (a)(2)  Financial
    Statement Schedules
    (b)
    Exhibits  ExhibitNo.

Exhibit3.1

Current Corporate By-laws (Estatutos Sociales) of Kansas City
    Southern de México, S.A. de C.V., as amended and restated
    on December 20, 2006, together with an English translation
    (incorporated by reference to Exhibit 99.1 to its Current Report
    on Form 8-K filed on December 27, 2006, 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, covering up to
    $460,000,000 of TFMs
    93/8% Senior
    Notes due 2012 (incorporated herein by reference to Exhibit 4.2
    of its Current Report on Form 8-K filed on April 25, 2005,
    File No.
    333-08322)4.2

Registration Rights Agreement, dated as of April 19, 2005,
    between TFM and the Placement Agents (incorporated herein by
    reference to its Current Report on Form 8-K filed on
    April 25, 2005, Filed No.
    333-08322)4.3

Indenture, dated as of November 21, 2006, between Kansas
    City Southern de México, S.A. de C.V. and U.S. Bank
    National Association, covering up to $175,000,000 of KCSMs
    76/8% Senior
    Notes due 2013 (incorporated herein by reference to Exhibit 4.2
    of its Current Report on
    Form 8-K,
    filed November 28, 2006, File No.
    333-08322)4.4

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 (incorporated herein by reference to Exhibit 4.1
    of its Current Report on Form 8-K filed on May 17, 2007,
    File No.
    333-08322)4.5

Registration Right Agreement, dated as of November 21,
    2006, among Kansas City Southern de México, S.A. de C.V.,
    Morgan Stanley & Co. Incorporated, Banc of America
    Securities LLC, BBVA Securities Inc., BMO Capital Markets Corp.,
    and Scotia Capital (USA) Inc. (incorporated herein by reference
    to Exhibit 4.3 of its Current Report on Form 8-K, filed
    November 28, 2006, File No.
    333-08322)4.6

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.
    (incorporated herein by reference to Exhibit 4.2 of its Current
    Report on Form 8-K filed on May 17, 2007, File No.
    333-08322)10.1

Concession title granted by the Secretaria de Comunicaciones y
    Transportes (Ministry of transportation) (SCT) in
    favor of Ferrocarril del Noreste, S.A. de C.V.,
    (FNE), dated December 2, 1996, together with an
    English translation (incorporated herein by reference to Exhibit
    2.1 of its Registration Statement on Form F-4, File No.
    333-08322)10.2

Amendment, dated February 12, 2001, of Concession title
    granted by the Ministry of Transportation in favor of TFM,,
    December 2, 1996, together with an English translation
    (incorporated herein by reference to Exhibit 4.2 from TFM and
    Grupo TFMs Annual Report on Form 20-F for fiscal year
    2000) 56




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##### Table of Contents



ExhibitNo.

Exhibit10.3

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
    (incorporated herein by reference to Exhibit 2.2 of its
    Registration Statement on Form F-4, File No.
    333-08322)10.4

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 (incorporated herein by
    reference to Exhibit 2.3 of its Registration Statement on Form
    F-4, File No.
    333-08322)10.5

Stock Purchase Agreement, dated as of August 16, 2004, by
    and among TFM, KCS and Grupo TMM, S.A. de C.V. (incorporated
    herein by reference to Exhibit 4.7 of its annual report on Form
    20-F for fiscal year 2004, File No.
    333-08322)10.6

Omnibus Agreement, dated June 9, 1997, among Grupo TFM,
    Caymex Transportation, Inc., TMM Multimodal, S.A. de C.V. and
    FNM, together with an English translation (incorporated herein
    by reference to Exhibit 10.5 of its Registration Statement on
    Form F-4, File No.
    333-102222)10.7

English translation of the Purchase-Sale Agreement, dated
    July 29, 2002, by and between TFM, FNM and Nacional
    Financiera, S.N.C., Institución de Banca de Desarrollo
    (incorporated herein by reference to Exhibit 10.16 of its
    Registration Statement on Form F-4, File No.
    333-102222)10.8

Compliance and Settlement Agreement dated as of
    September 12, 2005 among TFM, Grupo TFM, Kansas City
    Southern, and the Federal Government of the United Mexican
    States (incorporated herein by reference to Exhibit 10.1 of its
    Current Report on Form 8-K, File No.
    333-08322)10.9

Employment Agreement, dated as of April 20, 2006 between
    Kansas City Southern de México, S.A. de C.V. and José
    Guillermo Zozaya Delano (incorporated herein by reference to its
    Quarterly Report on Form 10-Q, filed May 10, 2006, File No.
    333-08322)10.10

Credit Agreement, dated as of June 14, 2007, among KCSM as
    Borrower, Arrendadora KCSM, as Guarantor, and Bank of America,
    N.A., as administrative agent (the 2007 Credit
    Agreement) (incorporated herein by reference to Exhibit
    10.1 of our Quarterly Report on Form 10-Q for the second quarter
    2007 filed on July 27, 2007, File No.
    333-08322)10.10.1

Amendment No. 1 and Waiver No. 1, dated as of
    December 19, 2007 to the 2007 Credit Agreement
    (incorporated herein by reference to Exhibit 10.10.1 of its
    Current Report on Form 8-K filed on December 26, 2007, File
    No.
    333-08322)10.10.2

Amendment No. 2, dated as of December 19, 2008 to the
    2007 Credit Agreement is attached hereto as Exhibit 10.10.210.10.3

Amendment No. 3 and Waiver No. 2, dated as of
    February 11, 2009, to the 2007 Credit Agreement is attached
    hereto as Exhibit 10.10.310.11

Loan and Security Agreement dated as of February 28, 2008,
    between Kansas City Southern de México, S.A. de C.V., and
    Export Development Canada, (incorporated herein by reference to
    Exhibit 10.16 of its Registration Statement on Form S-4 filed on
    March 26, 2008,
    File No. 333-146519)10.12

Employment Agreement, dated as of May 22, 2006, between
    Kansas City Southern de México, S.A. de C.V., and Julio
    Quintero Martinez (incorporated herein by reference to Exhibit
    10.15 of its Registration Statement on Form S-4/A filed on
    March 26, 2008, file No.
    333-146519)10.13

Loan Agreement dated as of September 24, 2008, between
    Kansas City Southern de México, S.A. de C.V., as borrower
    and DVB Bank AG, as lender (incorporated herein by reference to
    Exhibit 10.1 of its Quarterly Report on Form 10-Q for the third
    quarter 2008 filed on October 28, 2008, File No.
    333-08322)12.1

Computation of Ratio of Earnings to Fixed Charges is attached
    hereto as Exhibit 12.123.1

Consent of KPMG Cárdenas Dosal, S.C. is attached to this
    Form 10-K as Exhibit 23.131.1

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 hereto as
    Exhibit 31.131.2

Certification of Michael W. Upchurch Chief Financial Officer of
    the Company pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 is attached hereto as Exhibit 31.2 57




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##### Table of Contents



ExhibitNo.

Exhibit(32)

Section 1350 certifications32.1

Certification furnished pursuant to 18 U.S.C. Section 1350 of
    José Guillermo Zozaya Delano, President and Executive
    Representative of the Company, is attached hereto as Exhibit 32.132.2

Certification furnished pursuant to 18 U.S.C. Section 1350 of
    Michael W. Upchurch, Chief Financial Officer of the Company, is
    attached to hereto as Exhibit 32.2  58




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##### Table of Contents



SIGNATURES      By
    /s/  José
    Guillermo Zozaya Delano       Signature

Title

Date/s/  Michael
    R. HavertyMichael
    R. Haverty

President of the Board of Directors

February 13, 2009./s/  Michael
    W. UpchurchMichael
    W. Upchurch

Chief Financial Officer
    (Principal Financial Officer)

February 13, 2009./s/  Michael
    K. BorrowsMichael
    K. Borrows

Chief Accounting Officer
    (Principal Accounting Officer)

February 13, 2009./s/  Patrick
    J. OttensmeyerPatrick
    J. Ottensmeyer

Director

February 13, 2009./s/  James
    R. JonesJames
    R. Jones

Director

February 13, 2009./s/  Larry
    M. LawrenceLarry
    M. Lawrence

Director

February 13, 2009.  59




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##### Table of Contents



Kansas
    City Southern de México, S.A. de C.V.
    2008
    Form 10-K
    Annual Report
 Index to
    Exhibits
  Regulation S-KItem 601(b)Exhibit

Document

Exhibit10
.10.2

Amendment No. 2, dated as of December 19, 2008, to the
    2007 Credit Agreement.


1010
.10.3

Amendment No. 3 and Waiver No. 2, dated as of
    February 11, 2009, to the 2007 Credit Agreement.


1012
.1

Computation of Ratio of Earnings to Fixed Charges


1223
.1

Consent of KPMG Cárdenas Dosal, S.C


2331
.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  60