[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from           to

Commission File Number 1-4717

KANSAS CITY SOUTHERN

(816) 983-1303
(Company’s telephone number, including area code)

No Changes
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]                  No [ ]

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]                  No [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

KANSAS CITY SOUTHERN
FORM 10-Q
SEPTEMBER 30, 2004

INDEX

KANSAS CITY SOUTHERN
FORM 10-Q
SEPTEMBER 30, 2004

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Introductory Comments

The Consolidated Financial Statements included herein have been prepared by Kansas City Southern (the “Company” or “KCS”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and the notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q. Results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results expected for the full year 2004.

2

KANSAS CITY SOUTHERN

See accompanying notes to consolidated financial statements.

3

KANSAS CITY SOUTHERN

See accompanying notes to consolidated financial statements.

4

KANSAS CITY SOUTHERN

See accompanying notes to consolidated financial statements.

5

KANSAS CITY SOUTHERN

See accompanying notes to consolidated financial statements.

6

KANSAS CITY SOUTHERN

1.		Accounting Policies and Interim Financial Statements. In the opinion of the management of KCS, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company and its subsidiary companies as of September 30, 2004 and December 31, 2003, the results of its operations for the three and nine months ended September 30, 2004 and 2003, its cash flows for the nine months ended September 30, 2004 and 2003, and its changes in stockholders’ equity for the nine months ended September 30, 2004. The accompanying consolidated financial statements have been prepared consistently with accounting policies described in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2003. The results of operations for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year 2004. For information regarding the Company’s critical accounting policies and estimates, please see Item 7 of the Company’s Annual Report on Form 10-K “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” Certain prior year amounts have been reclassified to conform to the current year presentation.
		For the nine months ended September 30, 2004, depreciation expense reflects the results of a study performed by engineering consultants for the Company. This study reflected longer estimates of depreciable lives, as well as higher estimates of salvage values, based upon actual experience since the previous study performed in 1999. The net impact of the application of these new estimates is a decrease in depreciation expense for the nine months ended September 30, 2004 of approximately $9.6 million.
2.		Earnings Per Share Data. Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if convertible securities were converted into common stock or stock options were exercised. The following is a reconciliation from the weighted average shares used for the basic earnings per share computation to the shares used for the diluted earnings per share computation for the three and nine months ended September 30, 2004 and 2003, respectively (in thousands):

		For the periods presented, shares related to the convertible preferred stock were excluded from the computation of diluted earnings per share because the inclusion of these shares was antidilutive to earnings per share. Additionally, for each of the three and nine month periods ended September 30, 2004, 220,000 and 482,000 shares, respectively, related to stock options were excluded from the calculation of diluted earnings per share because the exercise prices were greater than the average market price of common shares. For the three and nine months ended September 30, 2003, 1,019,000 and 1,034,000 shares related to stock options were excluded from the calculation of diluted earnings per share because the exercise prices were greater than the average market price of common shares.
3.		Investments. Investments in unconsolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control. Investments in unconsolidated affiliates at September 30, 2004 include, among others, equity interests in Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (“Grupo TFM”), Southern Capital Corporation, LLC (“Southern Capital”), and the Panama Canal Railway Company (“PCRC”). Mexrail is included as an equity method investment pending the decision of the Surface Transportation Board (“STB”) regarding the Company’s application to exercise common control over The Kansas City Southern Railway Company (“KCSR”), Gateway Eastern Railway Company (“Gateway Eastern”), and The Texas Mexican Railway Company (“Tex-Mex”).

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		The Company is party to certain agreements with Grupo TMM, S.A. (“Grupo TMM”) covering the joint ownership of Grupo TFM. These agreements contain “change in control” provisions, provisions intended to preserve the Company’s and Grupo TMM’s proportionate ownership of the joint venture, and super-majority provisions with respect to voting on certain significant transactions. Such agreements also provide a right of first refusal in the event that either party initiates a divestiture of its equity interest in Grupo TFM and a prohibition on transfers to competitors. Under certain circumstances, such agreements could affect the Company’s ownership percentage and rights in these equity affiliates.
		KCS and TMM Agree to Place TFM, The Texas Mexican Railway Company and The Kansas City Southern Railway Company under Common Control. On April 20, 2003, the Company entered into an agreement with Grupo TMM and other parties (the “Acquisition Agreement”), under which KCS ultimately would acquire control of TFM, S.A., de C.V. (“TFM”) through the purchase of shares of common stock of Grupo TFM (the “Acquisition”). Grupo TFM holds an 80% economic interest in TFM and all of the shares of stock with full voting rights of TFM. The remaining 20% economic interest in TFM is owned by the Mexican government in the form of shares with limited voting rights. KCS currently owns a 46.6% economic interest in Grupo TFM and 49.0% of the shares of common stock of Grupo TFM entitled to full voting rights. The Acquisition Agreement and other related agreements were designed to, following KCS shareholder approval and regulatory approval, place KCSR, Tex-Mex, Gateway Eastern and TFM, under the common control of a single transportation holding company, NAFTA Rail, to be headquartered in Kansas City, Missouri. As part of the Acquisition, subject to KCS shareholder approval, KCS is expected to change its name to NAFTA Rail. For additional information regarding the Acquisition Agreement, see Note 3 in the Notes to the Financial Statements contained within Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
		On August 18, 2003, Grupo TMM shareholders voted not to approve the sale of Grupo TMM’s interests in Grupo TFM to KCS. On August 23, 2003, Grupo TMM sent a notice to KCS claiming to terminate the Acquisition Agreement because the Grupo TMM shareholders had failed to approve the Acquisition Agreement. On October 31, 2003, KCS initiated arbitration proceedings against Grupo TMM under the terms of the Acquisition Agreement.
		The March 19, 2004 Interim Award of the AAA International Centre for Dispute Resolution Arbitration Panel found that the Acquisition Agreement remains in full force and effect, until otherwise terminated according to its terms or by law. Following that decision, the Company and Grupo TMM agreed not to move immediately into the next phase of arbitration, but both companies have reserved the right to proceed with the next phase of arbitration at any time. In a stipulation signed by Grupo TMM and KCS and accepted by the arbitration panel, the two companies have agreed to discharge in good faith all of the obligations of the Acquisition Agreement. On September 16, 2004, KCS and Grupo TMM announced their agreement to extend the ultimate termination date of the Acquisition Agreement to June 15, 2005. Consummation of the Acquisition however, is still subject to certain conditions, and the Company’s management cannot predict whether or not KCS will be able to complete the Acquisition.
		On October 5, 2004, the Mexican National Foreign Investment Commission (“MNFIC”) notified KCS of its decision authorizing KCS’ acquisition of Grupo TMM’s interest in Grupo TFM and exercise of control over TFM. MNFIC’s authorization will expire on October 5, 2005, unless the authorization is renewed by the MNFIC or the transaction is consummated prior to that date. On October 7, 2004, KCS and Grupo TMM announced that KCS was notified by the Mexican Competition Commission (“MCC”) that the MCC had extended KCS’ authority to purchase Grupo TMM’s interest in Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. for an additional 180 days. MCC originally authorized the purchase in a ruling dated May 19, 2003, and the new ruling extends that authorization to April 5, 2005. The authorization of the MCC and MNFIC are the only Mexican governmental approvals necessary to consummate the Acquisition Agreement.
		Repurchase of Mexrail Shares by KCS. KCS, Grupo TMM and TFM entered into a new Stock Purchase Agreement dated August 16, 2004 (“New Mexrail Stock Purchase Agreement”). Pursuant to the terms of that agreement, KCS purchased from TFM 51% of the outstanding shares of Mexrail, a wholly-owned subsidiary of TFM, for $32.7 million, and placed those shares into trust pending STB approval to exercise common control over KCSR, Gateway Eastern and Tex-Mex. Pending the STB’s approval, the Company has recorded $0.6 million loss as “Equity in net earnings of unconsolidated affiliates” representing its 51% share of Mexrail losses for the period from August 16, 2004 through September 30, 2004. The Company expects to complete an evaluation of the fair value of the assets and liabilities of Mexrail upon receipt of the STB’s approval.

8

		The terms of the New Mexrail Stock Purchase Agreement are substantially similar to the May 9, 2003 Stock Purchase Agreement (“May 9, 2003 Stock Purchase Agreement”), but TFM does not have any right to repurchase the Mexrail shares sold to KCS and KCS is obligated to purchase the remaining shares of Mexrail owned by TFM on or before October 31, 2005 at a price of $31.4 million. KCS filed a Status Report with the STB on August 16, 2004 notifying the STB of the purchase of 51% of the shares of Mexrail and asking it to reinstate the Procedural Schedule that the STB had previously established and suspended. The STB on August 30, 2004 issued a scheduling order giving interested parties until September 30, 2004 an opportunity to file comments. Pursuant to the Procedural Schedule established by the STB, KCS filed its reply to those comments on October 15, 2004. The STB must decide the matter within 45 days following the date on which the last pleading is filed in the matter. KCS expects a decision on its application from the STB on or before November 29, 2004.
		As of September 30, 2004 and December 31, 2003, costs of approximately $15.5 million and $9.3 million, respectively, related to the Acquisition have been deferred and are reported as “other assets” in the accompanying consolidated balance sheets. A termination fee of $18 million is payable in the event of the election of the appropriate party to terminate the Acquisition Agreement due to (i) a change of control of either KCS or Grupo TMM, in which case the party experiencing the change of control shall upon demand pay the termination fee to the other party, or (ii) the failure of the stockholders of KCS or of Grupo TMM to approve the Acquisition if at or prior to the meeting of such stockholders to approve the Acquisition, the Board of Directors of KCS, in the case of the KCS stockholders’ meeting, or the Board of Directors of Grupo TMM, in the case of the Grupo TMM stockholders’ meeting, has failed to recommend or has withdrawn and not reinstated its recommendation of the Acquisition, in which case the party whose shareholders have failed to approve the Acquisition shall pay the termination fee to the other party. The Board of Directors of Grupo TMM is obligated under the terms of the Acquisition Agreement to recommend (and not withdraw) approval of the Acquisition. The Board of Directors of KCS is obligated to recommend approval of the Acquisition, but may withdraw its recommendation under certain circumstances. Payment of the termination fee pursuant to the terms of the Acquisition Agreement would not preclude, limit or diminish any other rights or remedies a non-breaching party may have under the Acquisition Agreement.
		Condensed financial information of certain unconsolidated affiliates is shown below. All amounts, including those for Grupo TFM, are presented under U.S. GAAP. Financial information of immaterial unconsolidated affiliates has been omitted:
		Financial Condition (dollars in millions):

*

Includes Mexrail as a fully consolidated subsidiary.

9

Operating Results (dollars in millions):

1) The results of Grupo TFM include Mexrail as a fully consolidated subsidiary through August 16, 2004, the date of sale to KCS.

2) The results of Mexrail include the period from acquisition on August 16, 2004 through September 30, 2004.

4.		Noncash Investing and Financing Activities. The Company initiated the Fifteenth Offering of KCS common stock under the Employee Stock Purchase Plan (“ESPP”) during 2003. Stock subscribed under the Fifteenth Offering will be issued to employees in 2005 and is being paid for through employee payroll deductions in 2004. During the first nine months of 2004, the Company has received approximately $1.8 million from payroll deductions associated with the Fifteenth Offering of the ESPP. In the first quarter of 2004, the Company issued approximately 197,734 shares of KCS common stock under the Fourteenth Offering of the ESPP. Shares of the Fourteenth Offering of the ESPP at a purchase price of approximately $2.4 million were subscribed and paid for through employee payroll deductions in 2003.
5.		Derivative Financial Instruments. The Company does not engage in the trading of derivatives for speculative purposes but uses them for risk management purposes only. The Company’s objective for using derivative instruments is to manage the risk of volatility in prices of diesel fuel. In general, the Company enters into derivative transactions in limited situations based on management’s assessment of current market conditions and perceived risks. Management intends to respond to evolving business and market conditions in order to manage risks and exposures associated with the Company’s various operations, and in doing so, may enter into such transactions more frequently as deemed appropriate.
		Fuel Derivative Transactions At September 30, 2004, the Company was a party to four fuel swap agreements for a notional amount of approximately 5.0 million gallons of fuel. Under the terms of these swaps, the Company receives a variable price based upon an average of the spot prices calculated on a monthly basis as reported through a petroleum price reporting service and pays a fixed price determined at the time the Company enters into the swap transaction. The variable price the Company receives is approximately equal to the price the Company pays in the market for locomotive fuel. By entering into these swap transactions, the Company is able to fix the cost of fuel for the notional amount of gallons hedged.
		A summary of the swap agreements to which KCSR was a party as of September 30, 2004 follows:

Cash settlements of these swaps occur on a monthly basis on the fifth business day of the month following the month in which the settlement is calculated. As of September 30, 2004, the fair market value of the benefit of the swaps was $2.5 million. For the years ended December 31, 2003 and 2002, KCSR consumed 55.4 million and 55.3 million gallons of fuel, respectively.

10

		Fuel hedging transactions resulted in a decrease in fuel expense of $1.5 million and $0.4 million in the nine months ended September 30, 2004 and 2003, respectively.
6.		Stock Plans. Proceeds received from the exercise of stock options or subscriptions are credited to the appropriate capital accounts in the period they are exercised.
		The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”) in October 1995. SFAS 123 allows companies to continue under the approach set forth in Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”), for recognizing stock-based compensation expense in their financial statements. KCS’s practice is to set the option price equal to the market price of the stock at date of grant, therefore, no compensation expense is recognized under APB 25. Under SFAS 123, companies must either record compensation expense based on the estimated grant date fair value of stock options granted or disclose the impact on net income as if they had adopted the fair value method (for grants subsequent to December 31, 1994). If KCS had measured compensation cost for the KCS stock options granted to its employees and shares subscribed by its employees under the ESPP, under the fair value based method prescribed by SFAS 123, net income and earnings per share would have been as follows:

*

The sum of the quarter and previous quarters may not equal year-to-date due to rounding.

7.		Commitments and Contingencies. The Company has had no significant changes in its outstanding litigation or other commitments and contingencies from that previously reported in Note 9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 except as it relates to the “Stilwell Tax Dispute,” as further discussed below.
		On October 15, 2004, KCS and Janus Capital Group, Inc. formerly Stilwell Financial Inc. (“Janus”), finalized the Settlement Agreement and Mutual General Release (“Release”). The terms of the Release effect settlement of all disputes which arose on or before August 13, 2004 relating to the spin-off of Janus from KCS on July 12, 2000. As part of the settlement, all arbitration claims filed by the parties with the American Arbitration Association were dismissed. Consistent with the disclosures in the 2003 KCS Form 10K, this settlement results in no adverse financial consequences to KCS.
		In the third quarter of 2004, the Company received income tax refunds including interest of $28.6 million. These refunds are due primarily to timing differences related to IRS examinations of prior year tax returns. The Company has recorded approximately $6.6 million in other income related to the interest associated with this refund.
8.		Other Post Employment Benefits. The Company provides certain medical, life and other post employment benefits other than pensions to its retirees. The medical and life plans are available to employees not covered under collective bargaining arrangements, who have attained age 60 and rendered ten years of service. Individuals employed as of December 31, 1992 were excluded from a specific service requirement. The medical plan is contributory and provides benefits for retirees, their covered dependents and beneficiaries. The medical plan provides for an annual adjustment of retiree contributions, and also contains, depending on the plan coverage selected, certain deductibles, co-payments, coinsurance and coordination with Medicare. The life insurance plan is non-contributory and covers retirees only. The Company’s policy, in most cases, is to fund benefits payable under these plans as the obligations become due. However,

11

		certain plan assets (money market funds held in a life insurance company) exist with respect to life insurance benefits. A life insurance company holds these assets and the Company receives an investment return on these assets based on the six-month Treasury Bill rate plus 25 basis points.
		The Company’s health care costs, excluding former Gateway Western Railway Company (“Gateway Western”) employees and certain former MidSouth Railroad employees, are limited to the increase in the Consumer Price Index (“CPI”) with a maximum annual increase of 5%. Accordingly, health care costs in excess of the CPI limit will be borne by the plan participants, and therefore assumptions regarding health care cost trend rates are not applicable.
		Based upon current regulations, the KCS plans are actuarially equivalent to Medicare part D benefits; however, provisions within the plans contain retiree cost sharing features which make any potential benefit to KCS from the subsidy entitlement unlikely to be material.
		Net periodic post employment benefit cost included the following components (in millions):

		Under collective bargaining agreements, KCSR participates in a multi-employer benefit plan, which provides certain post-retirement health care and life insurance benefits to eligible union employees and certain retirees. Premiums under this plan are expensed as incurred and were $1.7 million in the year ended December 31, 2003. Based on existing rates, premium amounts are not expected to change substantially during the remainder of 2004 compared to 2003.
9.		New Credit Facility. During March 2004, the Company used cash on hand to repay approximately $98.5 million of debt relating to the Company’s former credit facility. On March 30, 2004, the Company closed on a new credit facility (“2004 Credit Facility”). The 2004 Credit Facility consists of a $100 million revolving credit facility (“2004 Revolving Credit Facility”) maturing on March 30, 2007 and a $150 million Term B loan facility (“Term B Loan Facility”) maturing on March 30, 2008. The Term B Loan Facility was fully funded on the closing date and the proceeds are expected to be used to pay transaction costs and for other general corporate purposes, including additional investments in the Company’s Mexican affiliates. There were no funds drawn under the previous revolving credit facility and the full $100 million borrowing capacity under the 2004 Revolving Credit Facility is currently available to the Company. Up to $25.0 million of the 2004 Revolving Credit Facility is available for letters of credit and up to $15 million is available for swing line loans. The proceeds from future borrowings under the 2004 Revolving Credit Facility may be used for working capital and for general corporate purposes, including additional investments in the Company’s Mexican affiliates. The letters of credit may be used for general corporate purposes. Borrowings under the 2004 Credit Facility are secured by substantially all of the Company’s assets and are guaranteed by the majority of its subsidiaries.
		The Term B Loan Facility and the 2004 Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus an applicable margin or at an alternative base rate plus an applicable margin. The applicable margin for the Term B Loan facility is 2% for LIBOR borrowings. The applicable margin for the 2004 Revolving Credit Facility was set at 2.25% for LIBOR borrowings for the first six months and thereafter is based on the Company’s leverage ratio (defined as the ratio of the Company’s total debt to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization, excluding the undistributed earnings of unconsolidated affiliates and certain other non-cash charges) for the prior four fiscal quarters).
		The 2004 Credit Facility requires the payment of a commitment fee of 0.50% per annum to the lenders on the average daily, unused amount of the 2004 Revolving Credit Facility. Additionally, a fee equal to the applicable margin for LIBOR priced borrowings under the 2004 Revolving Credit Facility will be paid on any letter of credit issued under the 2004 Revolving Credit Facility.
		The 2004 Credit Facility contains certain provisions, covenants and restrictions customary for this type of debt and for borrowers with a similar credit rating. These provisions include, among others, restrictions on the Company’s ability and

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		its subsidiaries ability to 1) incur additional debt or liens; 2) enter into sale and leaseback transactions; 3) merge or consolidate with another entity; 4) sell assets; 5) enter into certain transactions with affiliates; 6) make investments, loans, advances, guarantees or acquisitions; 7) make certain restricted payments, including dividends, or make certain payments on other indebtedness; or 8) make capital expenditures in excess of allowed amounts. In addition, the Company is required to comply with certain financial ratios, including minimum interest expense coverage and leverage ratios. The 2004 Credit Facility also contains certain customary events of default. These covenants, along with other provisions, could restrict maximum utilization of the 2004 Revolving Credit Facility.
		Approximately $3.3 million of debt issuance costs related to the 2004 Credit Facility have been deferred and are being amortized over the respective terms of the loans. Debt retirement costs of approximately $4.2 million associated with the previous revolving credit facility and term loan were recorded during the quarter ended March 31, 2004.
10.		Transactions with Affiliates. On May 1, 2004, Southern Capital, a 50% owned joint venture investment of the Company, concluded the sale of 74 locomotives to KCSR. These locomotives had previously been leased to KCSR under a single lease agreement, which contained an option for KCSR to purchase the locomotives. Upon the expiration of this lease on May 1, 2004, KCSR exercised its option and purchased the locomotives for $14.3 million resulting in a gain to Southern Capital of approximately $6.0 million. This gain has been recognized by Southern Capital. The Company accounts for its investment in Southern Capital under the equity method of accounting. Accordingly, the Company has deferred recognition of its portion of the gain of approximately $3.0 million and is instead amortizing this gain into income as a reduction to depreciation expense over the depreciable lives of the locomotives.
		KCS, Grupo TMM and TFM entered into a new Stock Purchase Agreement dated August 16, 2004 (“New Mexrail Stock Purchase Agreement”). Pursuant to the terms of that Agreement, KCS purchased from TFM 51% of the outstanding shares of Mexrail, a wholly-owned subsidiary of TFM, for $32.7 million, and placed those shares into a trust pending STB approval to exercise common control over KCSR, Gateway Eastern and Tex-Mex. As a result of this transaction, TFM recognized a loss, net of tax and minority interest, of $4.2 million on the sale of its interest in Mexrail. The Company accounts for its investment in TFM under the equity method of accounting and, considering that the loss was a result of a transaction with KCS, KCS has excluded such in determining its equity in earnings of Grupo TFM for the third quarter and year-to-date ended September 30, 2004.
11.		Condensed Consolidating Financial Information. KCSR has outstanding $200 million of 9.5% senior notes due 2008 and $200 million of 7.5% senior notes due 2009. Both of these note issues are unsecured obligations of KCSR, however, they are also jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by KCS and certain of the subsidiaries (all of which are wholly-owned) within the KCS consolidated group. For each of these note issues, KCS registered exchange notes with the SEC that have substantially identical terms and associated guarantees and all of the initial senior notes for each issue have been exchanged for $200 million of registered exchange notes for each respective note issue.
		The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10 ''Financial statements of guarantors and issuers of guaranteed securities registered or being registered.’’ This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with U.S. GAAP.

13

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

CONDENSED CONSOLIDATED BALANCE SHEETS

14

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS