CPKC ADVANTAGE

IN V ESTO R PRESEN TATIO N : MA RCH 2024

TSX / N YS E : C P

FORWARD LOOKING STATEMENTS

This investor presentation may contain certain forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements concerning expectations, beliefs, targets, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward- looking information may contain statements with words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "targets", "plan", "will", "outlook", "guidance", "should" or similar words suggesting future outcomes. This presentation contains forward-looking information relating, but not limited to statements concerning financial targets for 2024-2028 and financial guidance for 2024, including estimated growth and capital expenditures, the success of our business, the realization of anticipated benefits and synergies of the Canadian Pacific Railway Limited ("CP")-Kansas City Southern ("KCS") transaction and the timing thereof, and the opportunities arising therefrom, our operations, priorities and plans, including sustainability-related targets and plans, anticipated financial and operational performance, business prospects and demand for our services and growth opportunities. The forward-looking information that may be in this presentation is based on current expectations, estimates, projections and assumptions, having regard to Canadian Pacific Kansas City Limited's ("CPKC's") or the "Company's" experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies, North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions, applicable laws, regulations and government policies; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking information presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information. By its nature, CPKC's forward-looking information involves inherent risks and uncertainties that could cause actual results to differ materially from the forward looking information, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; North American and global economic growth and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped via CPKC; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.'s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board in its March 15, 2023 decision; the success of integration plans for KCS; the focus of management time and attention on the CP-KCS transaction and other disruptions arising from the CP-KCS integration; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of CPKC to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors are detailed from time to time in reports filed by CPKC with securities regulators in Canada and the United States. Reference should be made to "Item 1A - Risk Factors" and "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" in CPKC's annual and interim reports on Form 10-K and 10-Q. Any forward-looking information contained in this presentation is made as of the date hereof. Except as required by law, CPKC undertakes no obligation to update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.

BASIS OF PRESENTATION & NON-GAAP MEASURES

Basis of presentation

Except where noted, all figures are in millions of Canadian dollars.

Financial information is prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), unless otherwise noted.

Financial and operating results described in this presentation, unless the context indicates otherwise, represent the financial and operating results of CP for the period from April 1, 2023, through April 13, 2023, during which time KCS was held in voting trust and accounted for as an equity investment under the equity method of accounting, and the financial and operating results of CPKC for the period beginning on April 14, 2023, and ending on December 31, 2023.

Non-GAAP measures

CPKC presents Non-GAAP measures, including Core adjusted combined operating income, Core adjusted combined operating ratio, Core adjusted combined income, Core adjusted combined diluted earnings per share (EPS), Core adjusted combined operating income, and Adjusted combined net debt to adjusted combined Earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio, to provide an additional basis for evaluating underlying earnings and liquidity trends in CPKC's current periods' financial results that can be compared with the results of operations in prior periods. Management believes these Non-GAAP measures facilitate a multi-period assessment of long-term profitability, including assessing future profitability.

These Non-GAAP measures have no standardized meaning and are not defined by U.S. GAAP and, therefore, may not be comparable to similar measures presented by other companies. The presentation of these Non-GAAP measures is not intended to be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with U.S. GAAP.

Although CPKC has provided forward-lookingNon-GAAP measures (Core adjusted combined diluted EPS, Adjusted net debt to adjusted combined EBITDA) management is unable to reconcile, without unreasonable efforts, the forward-looking Core adjusted combined diluted EPS to the most comparable U.S. GAAP measure, due to unknown variables and uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value. In recent years, the Company has recognized acquisition-related costs, the merger termination payment received, KCS' gain on unwinding of interest rate hedges (net of CP- associated purchase accounting basis differences and tax), loss on derecognition of CPKC's previously held equity method investment in KCS, discrete tax items, changes in the outside basis tax difference between the carrying amount of the Company's equity investment in KCS and its tax basis of the investment, settlement of Mexican taxes relating to prior years, changes in income tax rates, and changes to an uncertain tax item. Acquisition-related costs include legal, consulting, financing fees, integration costs including third-party services and system migration, debt exchange transaction costs, community investments, fair value gain or loss on foreign exchange ("FX") forward contracts and interest rate hedges, FX gain on U.S. dollar-denominated cash on hand from the issuances of long-term debt to fund the KCS acquisition, restructuring, employee retention and synergy incentive costs, and transaction and integration costs incurred by KCS which were recognized within Equity earnings of KCS in the Company's Consolidated Statements of Income. KCS has also recognized FX gains and losses. These items may not be non-recurring, and may include items that are settled in cash. Specifically, due to the magnitude of the acquisition, its significant impact to the Company's business and complexity of integrating the acquired business and operations, the Company expects to incur the acquisition-related costs beyond the year of acquisition. These or other similar, large unforeseen transactions affect diluted EPS but may be excluded from CPKC's Core adjusted combined diluted EPS. Additionally, the Canadian-to-U.S. dollar and Mexican peso-to-U.S. dollar exchange rates are unpredictable and can have a significant impact on CPKC's reported results but may be excluded from CPKC's Core adjusted combined diluted EPS.

For further information regarding Non-GAAP measures, including reconciliations to the most directly comparable GAAP measures, see the Non-GAAP Measures supplement to the Q4 2023 Earnings Release on our website at investor.cpkcr.com and on SEDAR+ at www.sedarplus.caunder CPKC's SEDAR+ profile, and the Q4 2023 Unaudited Combined Summary of Supplemental Data on our website at investor.cpkcr.com.

FINANCIAL PERFORMANCE DATA

($ in millions of Canadian dollars, except percentages)

2023(1)

2022(1)

Total revenues, as reported

$12,555

$8,814

Combined total revenues(2)

$13,909

$13,217

Operating income, as reported

$4,388

$3,329

Core adjusted combined operating income(2)

$5,281

$5,060

Operating ratio, as reported(3)

65.0%

62.2%

Core adjusted combined operating ratio(2)

62.0%

61.7%

Net income attributable to controlling shareholders, as reported

$3,927

$3,517

Core adjusted combined income(2)

$3,582

$3,521

Diluted earnings per share, as reported

$4.21

$3.77

Core adjusted combined diluted earnings per share(2)

$3.84

$3.77

  1. Represents combined financial and operating information to illustrate the estimated effects of the acquisition for the year ended December 31, 2023, as if the acquisition closed on January 1, 2022. For a full description and reconciliation see Q4 2023 Unaudited Combined Summary of Supplemental Data on investor.cpkcr.com
  2. These measures are Non-GAAP measures, and have no standardized meanings prescribed by accounting principles generally accepted in the United States ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. These measures are defined and reconciled in
    Q4 2023 Unaudited Combined Summary of Supplemental Data on our website at investor.cpkcr.com at investor.cpkcr.com.
  3. Operating ratio is defined as operating expenses divided by revenues.

FOUNDED IN PRECISION, BUILT FOR GROWTH,

THE CPKC ADVANTAGE

The CPKC combination has redrawn the North American railroad map and changed the freight rail industry for the better. Guided by our precision railroading model, foundations and core values we continue to deliver industry-leading service. It's a culture of excellence that we adhere to 24/7, 365. Stretching approximately 20,000 route miles across Canada, the United States and Mexico, and employing 20,000 railroaders, CPKC provides our customers unparalleled rail service and network reach to key markets across the continent. While our playing field has grown, our playbook and commitment to delivering safely and sustainably for customers and shareholders remains the same.

Welcome to the CPKC Advantage!

2012 - 2016: WE REBUILT THE ENGINE

Streamlined assets

Right-sized resources to optimize our network

Precision railroading

Precision planning and execution to optimize service and control costs

Improved operating performance

Longer, faster trains and less dwell time

Consistent, reliable service

Leveraging our strengths to deliver superior value to our customers

Invested in the network

Upgraded to improve performance and increase capacity

Lowered cost base

Unprecedented margin improvement

Culture of accountability

Railroader attitude:

Do what you said you'll do

Developed the team

Handpicked team.

Best in the business

2017 - 2022: WE LED THE INDUSTRY IN GROWTH

Diversified book of business

Balanced portfolio of industries, regions and markets

Increased capacity

Efficiencies and network investments mean we have the ability to do more

Right culture & team

Accountable, collaborative, passionate team of railroaders

Value driven

Disciplined approach to valuing service. We won't commoditize ourselves

Powerful footprint

Strong network with shortest routes to major centers and ability to extend reach

Resilient performance

Service innovation

Operating model performs in

Supply chain collaboration to

upturns and downturns

enhance our service offering

Disciplined approach

Pursuing the right customers in the right lanes to grow our business

CPKC: THE NEXT CHAPTER

Unique and unrivaled network

Only North American rail network to connect a continent

Best-in-class team

Proven leadership and experience with deep bench strength

Transformational Merger

Injecting new competition into the rail industry

Capacity to grow

Strategic land holdings in key markets

Environmental benefits

Taking trucks off the road and reducing GHG emissions

Value driven

Same disciplined approach to valuing service, applied to a larger network

Powerful synergies

Leveraging our network to develop new markets and drive profitable growth

Compelling value creation

Using our new network to create shareholder value

SAME PLAYBOOK BIGGER PLAYING FIELD

  • 3-countryconnectivity
  • 20,000 track miles
  • 30+ ports & 30+ auto facilities
  • 200+ transloads & 90+ shortlines
  • Unique, strategic land assets

D I V E RS I F I E D B O O K O F B U S I N ES S

A powerful base to drive sustainable growth

Combined Business Mix (1)

Combined Geographic Distribution (1)

% of 2023 Freight Revenue

% of 2023 Combined Freight Revenue

CAPITAL

2023 Combined Freight Revenue Variance (1)

% of 2022 Combined Freight Revenue

  • Uniquely positioned with best- in-class service and capacity to grow
  • Leveraging our strengths to grow with existing customers and bring on new business
  • Stronger margins allow us to compete for new opportunities
  • Continually innovating with long-term partners to help them win in the marketplace

INVESTMENTS

  • Reinvesting in the business is the first call on cash.
  • Ongoing investments in replacing

depleted assets ensure the long-term

Bulk

34%

Global AR

22%

sustainability of our business.

Asia

19%

Grain

20%

Coal

• Network upgrades (new track, longer

3%

7%

Europe

Potash

sidings, CTC) drive further productivity

4%

Cross-Border

41%

and capacity improvements.

Fertilizers & Sulphur

3%

Canada to U.S.

16%

• Rolling stock investments include

12%

Merchandise

47%

U.S. to Mexico

locomotive modernization programs and

6%

Forest Products

6%

U.S. to Canada

Mexico to U.S.

5%

investment in our grain hopper fleet.

Energy, Chemicals & Plastics

20%

Canada to Mexico

1%

Metals, Minerals & Consumer Products

13%

Mexico to Canada

1%

Automotive

8%

Grain

Coal

Potash

Fertilizers & Sulphur

Forest Products

Energy, Chemicals &

Plastics

Metals, Minerals &

Consumer Products

Automotive

Intermodal

9%

9%

-3%

9%

4%

5%

12%

30%

-9%

Intermodal

19%

Domestic

37%

Intra-U.S.

19%

Domestic

11%

Intra-Canada

15%

International

8%

Intra-Mexico

3%

-15%

-5%

5%

15%

25%

35%

Total Change +5% Growth

(1) Represents combined financial information to illustrate the estimated effects of the acquisition for the year ended December 31, 2023, as if the acquisition closed on January 1, 2022. For a full description and reconciliation see Q4 2023 Unaudited Combined Summary of Supplemental Data on investor.cpkcr.com

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Disclaimer

CPKC - Canadian Pacific Kansas City Limited published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2024 21:43:28 UTC.