CPKC ADVANTAGE

INVESTOR PRESENTATION: JANUARY 2024

TSX/NYSE: CP

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, 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", "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 2023, 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, 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 (CPKC'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; labour disruptions; 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 pandemic created by the outbreak of COVID-19 and its variants and resulting effects on economic conditions, 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 (STB) 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 September 30, 2023.

Non-GAAP measures

CPKC presents Non-GAAP measures in this presentation to provide a basis for evaluating underlying earnings and liquidity trends in CPKC's business that can be compared with the prior period's results.

It should be noted that CPKC's Non-GAAP measures, as described in this presentation, have no standardized meanings and are not defined by U.S. GAAP and, therefore, may not be comparable to similar measures presented by other companies.

For further information regarding Non-GAAP measures, including reconciliations to the most directly comparable GAAP measures, see the Selected Unaudited Combined Summary of Historical Data at investor.cpkcr.com, Non-GAAP Measures supplement to the Q3 2023 Earnings Release on our website at investor.cpkcr.com, CPKC's 2023 Q3 MD&A available on SEDAR+ at www.sedarplus.caunder CPKC's SEDAR+ profile, and the Q3 2023 Unaudited Combined Summary of Supplemental Data on our website at investor.cpkcr.com.

Although CPKC has provided target non-GAAP measures (Core adjusted combined diluted EPS, Adjusted combined free cash conversion of Core adjusted combined income, Core adjusted combined ROIC, and Adjusted combined net debt to adjusted combined EBITDA ratio), management is unable to reconcile, without unreasonable efforts, the target Core adjusted combined diluted EPS, Adjusted combined free cash conversion of Core adjusted combined income, Core adjusted combined ROIC, and Adjusted combined net debt to adjusted combined EBITDA ratio, to the most comparable GAAP measures (Diluted EPS, Cash from operating activities, return on average shareholders' equity and long-term debt to net income ratio), 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, changes in income tax rates, and changes to an uncertain tax item. These or other

similar, large unforeseen transactions affect diluted EPS, return on average shareholders' equity, and cash from operating activities, but may be excluded from CPKC's Core adjusted combined diluted EPS, Adjusted

combined free cash conversion of Core adjusted combined income, Core adjusted combined ROIC, and Adjusted combined net debt to adjusted combined EBITDA ratio. 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, Core adjusted combined ROIC, and Adjusted combined net debt to adjusted combined EBITDA ratio. 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, Core adjusted combined ROIC, and Adjusted combined net debt to adjusted combined EBITDA ratio.

COMBINED FINANCIAL

PERFORMANCE DATA

  1. Represents Combined financial information to illustrate the estimated effects of the acquisition for 2022, as if the acquisition closed on January 1, 2022. For a full description and reconciliation see the Selected Unaudited Combined Summary of Historical Data at 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 Part III Non-GAAP Measures of the Selected Unaudited Combined Summary of Historical Data at investor.cpkcr.com.
  3. Combined operating ratio is defined as proforma operating expenses divided by proforma revenues.

($ in millions of Canadian dollars, except percentages)

2022(1)

Total combined revenues

$13,217

Combined operating income

$4,582

Core adjusted combined operating income(2)

$5,060

Combined operating ratio(3)

65.3%

Core adjusted combined operating ratio(2)

61.7%

Proforma net income attributable to

$4,153

controlling shareholders

Core adjusted combined income(2)

$3,521

Proforma diluted earnings per share

$4.45

Core adjusted combined diluted earnings per

$3.77

share(2)

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

Increased capacity

Right culture & team

business

Efficiencies and network

Balanced portfolio of

Accountable, collaborative,

investments mean we have the

passionate team of railroaders

industries, regions

ability to do more

and markets

Value driven

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

Powerful footprint

Resilient performance

Service innovation

Disciplined approach

Strong network with shortest

Pursuing the right customers in

Operating model performs in

Supply chain collaboration to

routes to major centers and

the right lanes to grow our

upturns and downturns

enhance our service offering

ability to extend reach

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

DIVERSIFIED BOOK OF BUSINESS

A powerful base to drive sustainable growth

  • 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

Combined Business Mix (1)

Combined Geographic Distribution (1)

% of 2022 Freight Revenue

% of 2022 Combined Freight Revenue

CAPITAL

INVESTMENTS

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

depleted assets ensure the long-term

Bulk

40%

Global AR

22%

sustainability of our business.

Asia

19%

Grain

22%

Coal

• Network upgrades (new track, longer

3%

8%

Europe

Potash

sidings, CTC) drive further productivity

6%

and capacity improvements.

Cross-Border

40%

Fertilizers & Sulphur

4%

Canada to U.S.

16%

• Rolling stock investments include

11%

Merchandise

38%

U.S. to Mexico

locomotive modernization programs and

6%

Forest Products

4%

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

9%

Mexico to Canada

1%

Automotive

5%

Domestic

38%

Intermodal

22%

Intra-U.S.

20%

Domestic

13%

Intra-Canada

15%

International

9%

Intra-Mexico

3%

2022 Combined Freight Revenue Variance (1)

% of 2021 Combined Freight Revenue

Grain

10%

Coal

-2%

Potash

25%

Fertilizers & Sulphur

11%

Forest Products

16%

Energy, Chemicals &

-7%

Plastics

Minerals & Consumer

25%

Products

26%

Automotive

32%

Intermodal

Total Change +32% Growth

  1. Represents combined freight revenue to illustrate the estimated effects of the acquisition for 2022, as if the acquisition closed on January 1, 2021. For a full description and reconciliation see Selected Unaudited Combined Summary of Historical Data on investor.cpkcr.com

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Disclaimer

CPKC - Canadian Pacific Kansas City Limited published this content on 02 January 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2024 12:28:35 UTC.