Canadian Pacific Kansas City Ltd 10-Q for FY2025 Q1
Canadian Pacific Kansas City Ltd (CP)
10-Q
2025-05-01
For: 2025-03-31
View Original
Added on
April 11, 2026
About this 10-Q
Canadian Pacific Kansas City Ltd filed this 10-Q on May 1, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 3.8B CAD
- up 7.8% from 3.52B CAD a year earlier
- Net income
- 910M CAD
- up 17.4% from net income of 775M CAD a year earlier
- Diluted EPS
- 0.97 CAD
- up 16.9% from 0.83 CAD a year earlier
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
For the quarterly period ended March 31, 2025
OR
For the transition period from to
Commission File Number 001-01342
Canadian Pacific Kansas City Limited
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which Registered | ||||||||||||||||||||||||
Canadian Pacific Kansas City Limited | ||||||||||||||||||||||||||
Canadian Pacific Kansas City Limited | Toronto Stock Exchange | |||||||||||||||||||||||||
| London Stock Exchange | ||||||||||||||||||||||||||
Indicate by check mark whether the registrant: (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 registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
þ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of the close of business on April 29, 2025, there were 930,456,061 of the registrant’s Common Shares issued and outstanding.
CANADIAN PACIFIC KANSAS CITY LIMITED
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||||||
| Page | ||||||||
| Item 1. | Financial Statements: | |||||||
| Interim Consolidated Statements of Income (Unaudited) | ||||||||
| For the Three Months Ended March 31, 2025 and 2024 | ||||||||
| Interim Consolidated Statements of Comprehensive Income (Unaudited) | ||||||||
| For the Three Months Ended March 31, 2025 and 2024 | ||||||||
| Interim Consolidated Balance Sheets (Unaudited) | ||||||||
| As at March 31, 2025 and December 31, 2024 | ||||||||
| Interim Consolidated Statements of Cash Flows (Unaudited) | ||||||||
| For the Three Months Ended March 31, 2025 and 2024 | ||||||||
| Interim Consolidated Statements of Changes in Equity (Unaudited) | ||||||||
| For the Three Months Ended March 31, 2025 and 2024 | ||||||||
| Notes to Interim Consolidated Financial Statements (Unaudited) | ||||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Executive Summary | ||||||||
| Performance Indicators | ||||||||
| Financial Highlights | ||||||||
| Results of Operations | ||||||||
| Liquidity and Capital Resources | ||||||||
| Share Capital | ||||||||
| Non-GAAP Measures | ||||||||
| Critical Accounting Estimates | ||||||||
| Forward-Looking Statements | ||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |||||||
| Item 4. | Controls and Procedures | |||||||
PART II - OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 3. | Defaults Upon Senior Securities | |||||||
| Item 4. | Mine Safety Disclosures | |||||||
| Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
| Signature | ||||||||
PART I
ITEM 1. FINANCIAL STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| For the three months ended March 31 | ||||||||||||||||||||
| (in millions of Canadian dollars, except share and per share data) | 2025 | 2024 | ||||||||||||||||||
Revenues (Note 3) | ||||||||||||||||||||
| Freight | $ | $ | ||||||||||||||||||
| Non-freight | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||
Compensation and benefits | ||||||||||||||||||||
| Fuel | ||||||||||||||||||||
Materials | ||||||||||||||||||||
| Equipment rents | ||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
| Purchased services and other | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Operating income | ||||||||||||||||||||
| Other expense (income) | ( | |||||||||||||||||||
| Other components of net periodic benefit recovery (Note 11) | ( | ( | ||||||||||||||||||
Net interest expense | ||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||
Current income tax expense | ||||||||||||||||||||
Deferred income tax expense | ||||||||||||||||||||
Income tax expense (Note 4) | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
Net loss attributable to non-controlling interest | ( | ( | ||||||||||||||||||
| Net income attributable to controlling shareholders | $ | $ | ||||||||||||||||||
Earnings per share (Note 5) | ||||||||||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||||||||
Weighted-average number of shares (millions) (Note 5) | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||
| Dividends declared per share | $ | $ | ||||||||||||||||||
See Notes to Interim Consolidated Financial Statements.
2
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| For the three months ended March 31 | ||||||||||||||||||||
| (in millions of Canadian dollars) | 2025 | 2024 | ||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Net (loss) gain in foreign currency translation adjustments, net of hedging activities | ( | |||||||||||||||||||
| Change in derivatives designated as cash flow hedges | ||||||||||||||||||||
| Change in pension and post-retirement defined benefit plans | ||||||||||||||||||||
| Other comprehensive (loss) income before income taxes | ( | |||||||||||||||||||
| Income tax (expense) recovery | ( | |||||||||||||||||||
| Other comprehensive (loss) income (Note 6) | ( | |||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||
| Comprehensive (loss) income attributable to non-controlling interest | ( | |||||||||||||||||||
| Comprehensive income attributable to controlling shareholders | $ | $ | ||||||||||||||||||
See Notes to Interim Consolidated Financial Statements.
3
INTERIM CONSOLIDATED BALANCE SHEETS AS AT
(unaudited)
| March 31 | December 31 | |||||||
| (in millions of Canadian dollars) | 2025 | 2024 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Accounts receivable, net (Note 7) | ||||||||
| Materials and supplies | ||||||||
| Other current assets | ||||||||
| Investments | ||||||||
| Properties | ||||||||
Goodwill | ||||||||
Intangible assets | ||||||||
| Pension asset | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
Long-term debt maturing within one year (Note 8, 9) | ||||||||
| Pension and other benefit liabilities | ||||||||
| Other long-term liabilities | ||||||||
Long-term debt (Note 8, 9) | ||||||||
| Deferred income taxes | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Share capital | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (Note 6) | ||||||||
| Retained earnings | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See Contingencies (Note 13).
See Notes to Interim Consolidated Financial Statements.
4
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the three months ended March 31 | ||||||||||||||||||||
| (in millions of Canadian dollars) | 2025 | 2024 | ||||||||||||||||||
| Operating activities | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Reconciliation of net income to cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Deferred income tax expense | ||||||||||||||||||||
| Pension recovery and funding (Note 11) | ( | ( | ||||||||||||||||||
| Settlement of Mexican taxes (Note 4) | ( | |||||||||||||||||||
Settlement of foreign currency forward contracts (Note 9) | ( | |||||||||||||||||||
| Other operating activities, net | ( | |||||||||||||||||||
| Changes in non-cash working capital balances related to operations | ( | ( | ||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||
| Investing activities | ||||||||||||||||||||
| Additions to properties | ( | ( | ||||||||||||||||||
| Additions to Meridian Speedway properties | ( | ( | ||||||||||||||||||
| Proceeds from sale of properties and other assets | ||||||||||||||||||||
| Other investing activities, net | ( | ( | ||||||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||||||||
| Financing activities | ||||||||||||||||||||
| Dividends paid | ( | ( | ||||||||||||||||||
| Issuance of Common Shares | ||||||||||||||||||||
Purchase of Common Shares (Note 10) | ( | |||||||||||||||||||
Repayment of long-term debt, excluding commercial paper (Note 8) | ( | ( | ||||||||||||||||||
Issuance of long-term debt, excluding commercial paper (Note 8) | ||||||||||||||||||||
Net repayment of commercial paper (Note 8) | ( | ( | ||||||||||||||||||
Net repayment of short term borrowings (Note 8) | ( | |||||||||||||||||||
| Other financing activities, net | ( | |||||||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||||||||
| Effect of foreign currency fluctuations on foreign-denominated cash and cash equivalents | ( | |||||||||||||||||||
| Cash position | ||||||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | |||||||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
| Supplemental cash flow information | ||||||||||||||||||||
| Income taxes paid | $ | $ | ||||||||||||||||||
| Interest paid | $ | $ | ||||||||||||||||||
See Notes to Interim Consolidated Financial Statements.
5
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
For the three months ended March 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of Canadian dollars except per share data) | Common shares (in millions) | Share capital | Additional paid-in capital | Accumulated other comprehensive income | Retained earnings | Total shareholders’ equity | Non-controlling interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from non-controlling interest | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss (Note 6) | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares repurchased (Note 10) | ( | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock option plan | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from non-controlling interest | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (Note 6) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock option plan | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Interim Consolidated Financial Statements.
6
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(unaudited)
1 Description of business and basis of presentation
Canadian Pacific Kansas City Limited ("CPKC" or the "Company") owns and operates a transcontinental freight railway spanning Canada, the United States ("U.S."), and Mexico. CPKC provides rail and intermodal transportation services over a network of approximately 20,000 miles, serving principal business centres across Canada, the U.S., and Mexico. The Company transports bulk commodities, merchandise, and intermodal freight. CPKC's Common Shares ("Common Shares") trade on the Toronto Stock Exchange and New York Stock Exchange under the symbol "CP".
These unaudited interim consolidated financial statements ("Interim Consolidated Financial Statements") have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). They do not include all of the information required for a complete set of annual financial statements prepared in accordance with GAAP and should be read in conjunction with the Company's audited consolidated financial statements as at and for the year ended December 31, 2024 ("last annual consolidated financial statements"). Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and results of operations since the last annual consolidated financial statements. These Interim Consolidated Financial Statements have been prepared using the same significant accounting policies used in the last annual consolidated financial statements. Amounts are stated in Canadian dollars unless otherwise noted.
The Company's operations and income for interim periods can be affected by seasonal fluctuations such as changes in customer demand and weather conditions, and may not be indicative of annual results.
Operating segment
The Company only has one operating segment: rail transportation. The Company's measure of segment profit is reported on the Interim Consolidated Statements of Income as "Net income attributable to controlling shareholders". CPKC's significant segment expenses are consistent with the expenses presented on the Interim Consolidated Statements of Income.
2 Accounting changes
Recently adopted accounting standards
The accounting standards that have become effective during the three months ended March 31, 2025 did not have a material impact on the Interim Consolidated Financial Statements.
Accounting standards not yet adopted
7
3 Revenues
The following table presents disaggregated information about the Company’s revenues from contracts with customers by major source:
| For the three months ended March 31 | ||||||||||||||||||||
| (in millions of Canadian dollars) | 2025 | 2024 | ||||||||||||||||||
| Grain | $ | $ | ||||||||||||||||||
| Coal | ||||||||||||||||||||
| Potash | ||||||||||||||||||||
| Fertilizers and sulphur | ||||||||||||||||||||
| Forest products | ||||||||||||||||||||
| Energy, chemicals and plastics | ||||||||||||||||||||
| Metals, minerals and consumer products | ||||||||||||||||||||
| Automotive | ||||||||||||||||||||
| Intermodal | ||||||||||||||||||||
| Total freight revenues | ||||||||||||||||||||
| Non-freight excluding leasing revenues | ||||||||||||||||||||
| Revenues from contracts with customers | ||||||||||||||||||||
| Leasing revenues | ||||||||||||||||||||
| Total revenues | $ | $ | ||||||||||||||||||
4 Income taxes
The effective income tax rate including discrete items for the three months ended March 31, 2025 was 24.32 %, compared to 25.09 % for the same period of 2024.
For the three months ended March 31, 2025, the effective income tax rate was 24.50 %, excluding the discrete items of amortization of business acquisition fair value adjustments of $94 million, and acquisition-related costs incurred by the Company of $20 million.
For the three months ended March 31, 2024, the effective income tax rate was 25.00 %, excluding the discrete items of amortization of business acquisition fair value adjustments of $86 million, acquisition-related costs incurred by CPKC of $26 million, and adjustments to provisions for Mexican taxes of $10 million recognized in "Compensation and benefits".
Mexican Tax Settlements
During the three months ended March 31, 2025, the company received final audit letters for Kansas City Southern de México, S.A. de C.V. (also known as Canadian Pacific Kansas City Mexico) ("CPKCM") for 2021 and a payment of $11 million was made in respect of that year.
2014 Tax Assessment
CPKCM's 2014 Tax Assessment is currently in litigation before the Federal Collegiate Circuit Courts (see Note 13).
8
5 Earnings per share
| For the three months ended March 31 | ||||||||||||||||||||
| (in millions, except per share data) | 2025 | 2024 | ||||||||||||||||||
| Net income attributable to controlling shareholders | $ | $ | ||||||||||||||||||
| Weighted-average basic shares outstanding | ||||||||||||||||||||
| Dilutive effect of stock options | ||||||||||||||||||||
| Weighted-average diluted shares outstanding | ||||||||||||||||||||
| Earnings per share - basic | $ | $ | ||||||||||||||||||
| Earnings per share - diluted | $ | $ | ||||||||||||||||||
6 Changes in Accumulated other comprehensive income ("AOCI") by component
| For the three months ended March 31 | |||||||||||||||||
| (in millions of Canadian dollars) | Foreign currency net of hedging activities | Derivatives | Pension and post- retirement defined benefit plans | Equity accounted investments | Total | ||||||||||||
| Opening balance, January 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Other comprehensive loss before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||
| Net other comprehensive (loss) income | ( | ( | |||||||||||||||
| Balance as at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Opening balance, January 1, 2024 | $ | $ | $ | ( | $ | $ | ( | ||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||
| Net other comprehensive income | |||||||||||||||||
| Balance as at March 31, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||
7 Accounts receivable, net
| (in millions of Canadian dollars) | As at March 31, 2025 | As at December 31, 2024 | ||||||
| Total accounts receivable | $ | $ | ||||||
| Allowance for credit losses | ( | ( | ||||||
| Total accounts receivable, net | $ | $ | ||||||
8 Debt
During the three months ended March 31, 2025, the Company repaid, at maturity, the remaining balance of U.S. $642 million ($930 million) on its 2.90 % 10-year Notes.
Issuance of long-term debt
During the three months ended March 31, 2025, the Company issued U.S. $600 million 4.80 % 5-year unsecured notes due March 30, 2030 for net proceeds of approximately U.S. $596 million ($857 million) and U.S. $600 million 5.20 % 10-year unsecured notes due March 30, 2035 for net proceeds of approximately U.S. $593 million ($853 million). These notes pay interest semi-annually and carry a negative pledge.
9
Term credit facility
During the three months ended March 31, 2025, the Company entered into, and fully repaid, a U.S. $500
Credit facility
The Company's revolving credit facility agreement (the "facility") consists of a five-year U.S. $1.1 billion tranche maturing June 25, 2029 and a two-year U.S. $1.1 billion tranche maturing June 25, 2026. As at December 31, 2024 the Company had U.S. $200 two-year U.S. $1.1 billion tranche, which was subsequently repaid in full during the first quarter of 2025. As at March 31, 2025, the facility was undrawn (December 31, 2024 - U.S. $200 million ($288 million)). The Company presents draws and repayments on the facility in the Interim Consolidated Statements of Cash Flows on a net basis.
Commercial paper program
9 Financial instruments
A. Fair values of financial instruments
The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market.
The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term borrowings, including commercial paper and term loans. The carrying value of short-term financial instruments approximate their fair value.
The carrying value of the Company’s debt does not approximate its fair value. The estimated fair value has been determined based on market information, where available, or by discounting future payments of principal and interest at estimated interest rates expected to be available to the Company at the balance sheet date. All measurements are classified as Level 2. The Company’s long-term debt, including current maturities, with a carrying value of $21,523 million as at March 31, 2025 (December 31, 2024 - $20,749 million), had a fair value of $19,853 million (December 31, 2024 - $18,911 million).
B. Financial risk management
FX management
Net investment hedge
The majority of the Company’s U.S. dollar-denominated long-term debt, finance lease obligations, and operating lease liabilities have been designated as a hedge of the Company's net investment in foreign subsidiaries. This designation has the effect of mitigating volatility on Net income by offsetting long-term FX gains and losses on U.S. dollar-denominated long-term debt and gains and losses on its net investment. The effect of the Company's net investment hedge included in "Other comprehensive (loss) income" for the three months ended March 31, 2025 was an unrealized FX gain of $6 million (three months ended March 31, 2024 - unrealized FX loss of $103 million).
Mexican Peso- U.S. dollar FX Forward contracts
The Company’s Mexican subsidiaries have net U.S. dollar-denominated monetary assets or liabilities which, for Mexican income tax purposes, are subject to periodic revaluation based on changes in the value of the Mexican peso ("Ps.") against the U.S dollar. This revaluation creates fluctuations in the Company’s Mexican income tax expense and the amount of income taxes paid in Mexican pesos. The Company also has monetary assets or liabilities denominated in Mexican pesos that are subject to periodic re-measurement and settlement that create fluctuations within "Other expense (income)". Until January 2024, the Company had hedged its net exposure to Ps./U.S. dollar fluctuations in earnings with foreign currency forward contracts. The foreign currency forward contracts involved the Company’s agreement to buy or sell Ps. at an agreed-upon exchange rate on a future date.
10
The Company measured the foreign currency derivative contracts at fair value each period and recognized any change in "Other expense (income)". The cash flows associated with these instruments were classified as "Operating activities" in the Interim Consolidated Statements of Cash Flows. The Company’s foreign currency forward contracts were executed with counterparties in the U.S. and were governed by International Swaps and Derivatives Association agreements that included standard netting arrangements.
10 Share repurchases
On February 27, 2025, the Company announced a normal course issuer bid ("NCIB"), commencing March 3, 2025, to purchase up to 37.3 million Common Shares in the open market for cancellation on or before March 2, 2026. All purchases were made in accordance with the respective NCIB at prevailing market prices plus brokerage fees, with consideration allocated to "Share capital" up to the average carrying amount of the shares and any excess allocated to "Retained earnings".
In accordance with Canadian federal income tax legislation, the Company has accrued for a two percent tax on the fair market value of shares repurchased (net of qualifying issuances of equity) as a direct cost of common share repurchases recorded in Shareholders’ equity. The Company has accrued a liability of $7 million for the tax due on the net share repurchases made in the first three months of 2025, payable within the first quarter of the following year.
The following table provides activities under the share repurchase program:
| For the three months ended March 31 2025 | ||||||||
Number of Common Shares repurchased(1) | ||||||||
Weighted-average price per share(2) | $ | |||||||
Amount of repurchase (in millions of Canadian dollars)(2) | $ | |||||||
(1) Includes shares repurchased but not yet cancelled at end of period.
(2) Includes brokerage fees and applicable tax on share repurchases.
11 Pension and other benefits
During the three months ended March 31, 2025, the Company made contributions to its defined benefit pension plans of $4 million (three months ended March 31, 2024 - $3 million).
Net periodic benefit (recovery) cost for defined benefit pension plans and other benefits included the following components:
| For the three months ended March 31 | ||||||||||||||||||||
| Pensions | Other benefits | Total | ||||||||||||||||||
| (in millions of Canadian dollars) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Current service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Other components of net periodic benefit (recovery) cost: | ||||||||||||||||||||
| Interest cost on benefit obligation | ||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||
| Recognized net actuarial loss | ||||||||||||||||||||
| Amortization of prior service costs | ||||||||||||||||||||
| Total other components of net periodic benefit (recovery) cost | ( | ( | ( | ( | ||||||||||||||||
| Net periodic benefit (recovery) cost | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||
12 Stock-based compensation
As at March 31, 2025, the Company had several stock-based compensation plans including a stock options plan, various cash-settled liability plans, and an employee share purchase plan. These plans resulted in an expense for the three months ended March 31, 2025 of $34 million (three months ended March 31, 2024 - expense of $59 million).
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Stock options plan
In the three months ended March 31, 2025, under the Company’s stock options plan, the Company issued 967,335 options at the weighted-average price of $110.48 per share, based on the closing price on the grant date. Pursuant to the employee plan, these options may be exercised upon vesting, which is between 12 months and 48 months after the grant date, and will expire seven years from the grant date.
Under the fair value method, the fair value of the stock options at the grant date was approximately $28 million.
Performance share unit plans
During the three months ended March 31, 2025, the Company issued 594,802 Performance Share Units ("PSUs") with a grant date fair value of $66 million and 24,149 Performance Deferred Share Units ("PDSUs") with a grant date fair value, including the fair value of expected future matching units, of $3 million. PSUs and PDSUs attract dividend equivalents in the form of additional units based on dividends paid on the Company’s Common Shares, and vest to four years after the grant date, contingent on the Company’s performance ("performance factor"). Vested PSUs are settled in cash. Vested PDSUs are converted into DSUs pursuant to the DSU plan, are eligible for a 25 % Company match if the employee has not exceeded their Common Share ownership requirements, and are settled in cash only when the holder ceases their employment with the Company.
The performance period for all PSUs and all PDSUs granted in the three months ended March 31, 2025 is January 1, 2025 to December 31, 2027 and the performance factors are Free Cash Flow ("FCF") and Total Shareholder Return ("TSR"), compared to the S&P/TSX 60 Index, TSR compared to the S&P 500 Industrials Index, and TSR compared to Class I railways.
The performance period for all of the 415,660 PSUs and 13,506 PDSUs granted in 2022 was January 1, 2022 to December 31, 2024, and the performance factors were FCF, Adjusted net debt to Adjusted EBITDA Modifier, TSR compared to the S&P/TSX 60 Index, and TSR compared to the S&P 500 Industrials Index. The resulting payout was 120 % of the outstanding units multiplied by the Company's average common share price calculated based on the last 30 trading days preceding December 31, 2024. In the first quarter of 2025, payouts were $48 million on 381,759 PSUs, including dividends reinvested. The 9,774 PDSUs that vested on December 31, 2024, with a fair value of $2 million, including dividends reinvested and matching units, will be paid out in future reporting periods pursuant to the DSU plan (as described above).
13 Contingencies
Litigation
In the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damage to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending at March 31, 2025 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Company’s business, financial position, results of operations, or liquidity. However, an unexpected adverse resolution of one or more of these legal actions could have a material adverse effect on the Company's business, financial position, results of operations, or liquidity in a particular quarter or fiscal year.
Legal proceedings related to Lac-Mégantic rail accident
On July 6, 2013, a train carrying petroleum crude oil operated by Montréal Maine and Atlantic Railway (“MMAR”) or a subsidiary, Montréal Maine & Atlantic Canada Co. (“MMAC” and collectively the “MMA Group”), derailed in Lac-Mégantic, Québec. The derailment occurred on a section of railway owned and operated by the MMA Group and while the MMA Group exclusively controlled the train.
Following the derailment, MMAC sought court protection in Canada under the Companies’ Creditors Arrangement Act and MMAR filed for bankruptcy in the U.S. Plans of arrangement were approved in both Canada and the U.S. (the “Plans”), providing for the distribution of approximately $440 million amongst those claiming derailment damages.
A number of legal proceedings, set out below, were commenced in Canada and the U.S. against the Company and others:
(1)Québec's Minister of Sustainable Development, Environment, Wildlife and Parks ordered various parties, including the Company, to remediate the derailment site (the "Cleanup Order") and served the Company with a Notice of Claim for $95 million for those costs. The Company appealed the Cleanup Order and contested the Notice of Claim with the Administrative Tribunal of Québec. These proceedings are stayed pending determination of the Attorney General of Québec (“AGQ”) action (paragraph 2 below).
(2)The AGQ sued the Company in the Québec Superior Court claiming $409 million in damages, which was further amended and reduced to $231 million (the “AGQ Action”). The AGQ Action alleges that: (i) the Company was responsible for the
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petroleum crude oil from its point of origin until its delivery to Irving Oil Ltd.; and (ii) the Company is vicariously liable for the acts and omissions of the MMA Group.
(3)A class action in the Québec Superior Court on behalf of persons and entities residing in, owning or leasing property in, operating a business in, or physically present in Lac-Mégantic at the time of the derailment was certified against the Company on May 8, 2015 (the "Class Action"). Other defendants including MMAC and Mr. Thomas Harding ("Harding") were added to the Class Action on January 25, 2017. On November 28, 2019, the plaintiffs' motion to discontinue their action against Harding was granted. The Class Action seeks unquantified damages, including for wrongful death, personal injury, property damage, and economic loss.
(4)Eight subrogated insurers sued the Company in the Québec Superior Court claiming approximately $16 million in damages, which was amended and reduced to approximately $14 million (the “Promutuel Action”), and two additional subrogated insurers sued the Company claiming approximately $3 million in damages (the “Royal Action”). Both actions contain similar allegations as the AGQ Action. The actions do not identify the subrogated parties. As such, the extent of any overlap between the damages claimed in these actions and under the Plans is unclear. The Royal Action is stayed pending determination of the consolidated proceedings described below.
On December 11, 2017, the AGQ Action, the Class Action and the Promutuel Action were consolidated. The joint liability trial of these consolidated claims commenced on September 21, 2021 with oral arguments ending on June 15, 2022. The Québec Superior Court issued a decision on December 14, 2022 dismissing all claims against the Company, finding that the Company’s actions were not the direct and immediate cause of the accident and the damages suffered by the plaintiffs. All three plaintiffs filed a declaration of appeal on January 13, 2023. The appeal was heard October 7 to 10, 2024 by the Québec Court of Appeal. On February 26, 2025, the Québec Court of Appeal issued its unanimous decision upholding the trial decision and dismissing the appeals in their entirety. On April 28, 2025, all three plaintiffs filed applications for leave to appeal to the Supreme Court of Canada. The Company has 30 days from the date that the Supreme Court of Canada Registry opens a file to provide its response. A damages trial will follow after the disposition of all appeals, if necessary.
(5)Forty-eight plaintiffs (all individual claims joined in one action) sued the Company, MMAC, and Harding in the Québec Superior Court claiming approximately $5 million in damages for economic loss and pain and suffering, and asserting similar allegations as in the Class Action and the AGQ Action. The majority of the plaintiffs opted-out of the Class Action and all but two are also plaintiffs in litigation against the Company, described in paragraph 7 below. This action is stayed pending determination of the consolidated claims described above.
(6)The MMAR U.S. bankruptcy estate representative commenced an action against the Company in November 2014 in the Maine Bankruptcy Court claiming that the Company failed to abide by certain regulations and seeking approximately U.S. $30 million in damages for MMAR’s loss in business value according to an expert report filed by the bankruptcy estate. This action asserts that the Company knew or ought to have known that the shipper misclassified the petroleum crude oil and therefore should have refused to transport it. Summary judgement motion was argued and taken under advisement on June 9, 2022. On May 23, 2023, the case management judge stayed the proceedings pending the outcome of the appeal in the Canadian consolidated claims. On April 18, 2025, the Court lifted the stay and ordered briefing concerning the Company’s request for summary judgement based on the preclusive effect of matters decided in other Lac-Mégantic cases. The Court will address that basis for summary judgement first, then will address other arguments for summary judgement, if necessary, afterwards.
(7)The class and mass tort action commenced against the Company in June 2015 in Texas (on behalf of Lac-Mégantic residents and wrongful death representatives) and the wrongful death and personal injury actions commenced against the Company in June 2015 in Illinois and Maine, were all transferred and consolidated in Federal District Court in Maine (the “Maine Actions”). The Maine Actions allege that the Company negligently misclassified and improperly packaged the petroleum crude oil. On the Company’s motion, the Maine Actions were dismissed. The plaintiffs appealed the dismissal decision to the U.S. First Circuit Court of Appeals, which dismissed the plaintiffs' appeal on June 2, 2021. The plaintiffs further petitioned the U.S. First Circuit Court of Appeals for a rehearing, which was denied on September 8, 2021. On January 24, 2022, the plaintiffs further appealed to the U.S. Supreme Court on two bankruptcy procedural grounds. On May 31, 2022, the U.S. Supreme Court denied the petition, thereby rejecting the plaintiffs' appeal.
(8)The trustee for the wrongful death trust commenced Carmack Amendment claims against the Company in North Dakota Federal Court, seeking to recover approximately U.S. $6 million for damaged rail cars and lost crude oil and reimbursement for the settlement paid by the consignor and the consignee under the Plans (alleged to be U.S. $110 million and U.S. $60 million, respectively). The Court issued an Order on August 6, 2020 granting and denying in parts the parties' summary judgement motions which has been reviewed and confirmed following motions by the parties for clarification and reconsideration. Final briefs of dispositive motions for summary judgement and for reconsideration on tariff applicability were submitted on September 30, 2022. On January 20, 2023, the Court granted in part the Company's summary judgement motion by dismissing all claims for recovery of settlement payments but leaving for trial the determination of the value of the lost crude oil. It also dismissed the Company's motion for reconsideration on tariff applicability. The remaining issues of the value of the lost crude oil and applicability of judgement reduction provisions do not require trial, and were fully briefed in 2024. On January 5, 2024, the Court issued its decision finding that the Company is liable for approximately U.S.
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$3.9 million plus pre-judgement interest, but declined to determine whether judgement reduction provisions were applicable, referring the parties to a court in Maine on that issue. On January 18, 2024, the Company filed a motion for reconsideration for the Court to apply the judgement reduction provisions. On January 19, 2024, the trustee for the wrongful death trust filed a Notice of Appeal for the January 5, 2024 decision, as well as prior decisions. On February 23, 2024, the Court denied the Company’s motion for reconsideration, again referring the parties to a court in Maine to apply the judgement reduction provision. On March 6, 2024, the Company filed its notice of appeal of this latest ruling, as well as prior decisions. The appeal was heard on March 18, 2025 and the Court reserved its decision.
At this stage of the proceedings, any potential responsibility and the quantum of potential losses cannot be determined. Nevertheless, the Company denies liability and is vigorously defending these proceedings.
Court decision related to Remington Development Corporation legal claim
On October 20, 2022, the Court of King’s Bench of Alberta issued a decision in a claim brought by Remington Development Corporation (“Remington”) against the Company and the Province of Alberta (“Alberta”) with respect to an alleged breach of contract by the Company in relation to the sale of certain properties in Calgary. In its decision, the Court found the Company had breached its contract with Remington and Alberta had induced the contract breach. The Court found the Company and Alberta liable for damages of approximately $164 million plus interest and costs, and subject to an adjustment to the acquisition value of the property. In a further decision on August 30, 2023, the Court determined that adjustment and set the total damages at $165 million plus interest and costs. On October 20, 2023, the Court determined the costs payable to Remington, however, the Court has not provided any indication of how the damages, which are currently estimated to total approximately $230 million, should be apportioned between the Company and Alberta. On November 17, 2022, the Company filed an appeal of the Court’s decision. On April 11, 2024, the Court of Appeal of Alberta stayed the judgement pending the outcome of the appeal. On September 10, 2024, the Court of Appeal of Alberta heard the Company's appeal and reserved its decision. At this time, the Company cannot reasonably estimate the amount of damages for which it is liable under the ruling of the Court.
2014 tax assessment
On April 13, 2022, the SAT delivered an audit assessment of CPKCM’s 2014 tax returns (the "2014 Assessment"). As at March 31, 2025, the 2014 Assessment was Ps.6,372 million ($451 million), which included inflation, interest, and penalties. On July 7, 2022, CPKCM filed an administrative appeal (the “Administrative Appeal”) before the SAT, seeking to revoke the 2014 Assessment and claiming that the notification of the 2014 Assessment was not legal for being made through the tax mailbox in violation of a tax mailbox injunction previously granted on March 19, 2015, to CPKCM. On September 26, 2022, the SAT issued a resolution dismissing the Administrative Appeal filed by CPKCM arguing that it was not submitted timely (the “Administrative Appeal Resolution”). On October 10, 2022, CPKCM submitted a petition of annulment lawsuit before the Federal Administrative Court, challenging the 2014 Assessment, its notification, and the dismissal of the Administrative Appeal Resolution.
On January 5, 2023, the Federal Administrative Court granted a definitive injunction against the enforcement and collection of the 2014 Assessment. On April 24, 2024, the Federal Administrative Court resolved the annulment lawsuit confirming the Administrative Appeal Resolution and the 2014 Assessment (the "Administrative Court Resolution"). On June 21, 2024, CPKCM challenged the Administrative Court Resolution by submitting an Amparo petition (Demanda de Amparo) before the Collegiate Circuit Court (Tribunal Colegiado de Circuito). CPKCM expects to prevail based on the technical merits of its case. On August 15, 2024, the Federal Administrative Court informed CPKCM that the SAT submitted two motions (recurso de reclamación and recurso de queja) claiming that the Federal Administrative Court did not cite the applicable legal provisions when granting the definitive injunction against the enforcement and collection of the 2014 Assessment. On November 8, 2024, CPKCM was notified that the Federal Administrative Court issued a resolution on October 9, 2024 dismissing one of the motions (recurso de reclamación). On February 12, 2025, the other motion (recurso de queja) was resolved. The Collegiate Circuit Court ordered the Federal Administrative Court to issue a new resolution on the injunction. On February 19, 2025, the Federal Administrative Court issued the new resolution granting the injunction as long as the 2014 Assessment is duly guaranteed. Given that all applicable requirements to grant the injunction were satisfied by CPKCM and the surety bond was approved and accepted by the SAT, this resolution is not expected to result in any change to CPKCM’s status regarding the enforcement and collection of the 2014 Assessment, which shall remain the same until the Amparo petition is resolved by the Collegiate Circuit Court.
Environmental liabilities
Environmental remediation accruals, recorded on an undiscounted basis unless a reliable, determinable estimate as to an amount and timing of costs can be established, cover site-specific remediation programs.
The accruals for environmental remediation represent the Company’s best estimate of its probable future obligation and include both asserted and unasserted claims, without reduction for anticipated recoveries from third parties. Although the recorded accruals include the Company’s best estimate of all probable costs, the Company’s total environmental remediation costs cannot be predicted with certainty. Accruals for environmental remediation may change from time to time as new information about previously untested sites becomes known, and as environmental laws and regulations evolve and advances are made in environmental remediation technology. The accruals may also vary as the courts decide legal proceedings against outside
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parties responsible for contamination. These potential charges, which cannot be quantified at this time, may materially affect income in the particular period in which a charge is recognized. Costs related to existing, but as yet unknown, or future contamination will be accrued in the period in which they become probable and reasonably estimable.
The expense included in “Purchased services and other” in the Company's Interim Consolidated Statements of Income for the three months ended March 31, 2025 was $2 million (three months ended March 31, 2024 - $2 million). Provisions for environmental remediation costs are recorded in the Company's Interim Consolidated Balance Sheets in “Other long-term liabilities”, except for the current portion, which is recorded in “Accounts payable and accrued liabilities”. The total amount provided as at March 31, 2025 was $258 million (December 31, 2024 - $257 million). Payments are expected to be made over 10 years through 2034.
14 Subsequent events
On April 1, 2025, CPKC sold its 50 % equity method investment in the Panama Canal Railway Company to APM Terminals Panama Rail LP (“APM Terminals”), a subsidiary of A.P. Moller-Maersk A/S, for gross proceeds of U.S. $350 million before purchase price adjustments for cash acquired and debt and net working capital assumed by APM Terminals, and transaction costs. CPKC anticipates a pre-tax gain of approximately U.S. $230 million in the second quarter of 2025, subject to finalization of the purchase price adjustments.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to enhance a reader’s understanding of the Company’s results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, the Company's Interim Consolidated Financial Statements and the related notes as at and for the three months ended March 31, 2025 in Item 1. Financial Statements, other information in this report, and Item 8. Financial Statements and Supplementary Data of the Company's 2024 Annual Report on Form 10-K. Except where otherwise indicated, all financial information reflected herein is expressed in Canadian dollars.
In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, references to "CPKC", "the Company", "our", or "us" are to Canadian Pacific Kansas City Limited ("CPKC") and its subsidiaries, which includes Kansas City Southern ("KCS") as a consolidated subsidiary.
Available Information
The Company makes available on or through its website www.cpkcr.com free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission (“SEC”). Our website also contains charters for our Board of Directors and each of its committees, our corporate governance guidelines and our Code of Business Ethics. SEC filings made by the Company are also accessible through the SEC’s website at www.sec.gov. The information on our website is not part of this quarterly report on Form 10-Q.
The Company has included the Chief Executive Officer's (“CEO”) and Chief Financial Officer's certifications regarding the Company's public disclosure required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits to this report.
Executive Summary
First Quarter of 2025 Results
•Total revenues were $3,795 million, an increase of 8% compared to $3,520 million in 2024. The increase was primarily due to higher freight revenue per revenue ton-mile ("RTM") and higher volumes as measured by RTMs.
•Diluted earnings per share ("EPS") was $0.97, an increase of 17% compared $0.83 in 2024.
•Core adjusted diluted EPS was $1.06, an increase of 14% compared to $0.93 in 2024.
•Operating ratio was 65.3%, a 210 basis point improvement from 67.4% in 2024.
•Core adjusted operating ratio was 62.5%, a 150 basis point improvement from 64.0% in 2024.
Core adjusted diluted EPS and Core adjusted operating ratio are defined and reconciled in the "Non-GAAP Measures" section of this Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Recent Developments
•On April 29, 2025, the Company declared a quarterly dividend of $0.228 per share on the outstanding Common Shares, an increase of 20% from $0.190 per share from the prior quarter. The dividend is payable on July 28, 2025 to holders of record at the close of business on June 27, 2025.
•On April 2, 2025, the Company announced that CPKC and the Lanco Group/Mi-Jack sold the Panama Canal Railway Company to APM Terminals Panama Rail LP, a subsidiary of A.P. Moller - Maersk A/S. The sale closed on April 1, 2025. See Item 1. Financial Statements, Note 14. Subsequent events for further details.
•On February 27, 2025, the Company announced a normal course issuer bid, commencing March 3, 2025, to purchase up to 37.3 million Common Shares in the open market for cancellation before March 2, 2026. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for further details of share repurchases.
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Performance Indicators
The following table lists the key measures of the Company’s operating performance:
| For the three months ended March 31 | |||||||||||
| 2025 | 2024 | % Change | |||||||||
| Operations Performance | |||||||||||
| Gross ton-miles (“GTMs”) (millions) | 98,412 | 95,809 | 3 | ||||||||
| Train miles (thousands) | 11,804 | 11,995 | (2) | ||||||||
| Fuel efficiency (U.S. gallons of locomotive fuel consumed / 1,000 GTMs) | 1.064 | 1.065 | — | ||||||||
| Total employees (average) | 19,749 | 19,997 | (1) | ||||||||
These key measures are used by management in the planning process to facilitate decisions that continue to drive further productivity improvements in the Company's operations. These key measures reflect how effective the Company’s management is at controlling costs and executing the Company’s operating plan and strategy. Continued monitoring of these key measures enables the Company to take appropriate actions to deliver superior service and grow its business at low incremental cost.
A GTM is defined as the movement of one ton of train weight over one mile. GTMs are calculated by multiplying total train weight by the distance the train moved. Total train weight comprises the weight of the freight cars, their contents, and any inactive locomotives. An increase in GTMs indicates additional workload. The increase in GTMs in the first quarter of 2025 was primarily due to higher volumes of Coal, Grain, Intermodal, Potash and Automotive.
Train miles are defined as the sum of the distance moved by all trains operated on the network. Train miles provide a measure of the productive utilization of our network. A smaller increase in train miles relative to increases in volumes, as measured by RTMs, and/or workload, as measured by GTMs, indicates improved train productivity. The decrease in train miles in the first quarter of 2025 reflects the impact of a 5% increase in average train weights primarily due to improvement in operating plan efficiency and moving longer and heavier Grain trains, partially offset by a 3% increase in workload (GTMs).
Fuel efficiency is defined as U.S. gallons of locomotive fuel consumed per 1,000 GTMs. Fuel consumed includes gallons from freight, yard and commuter service but excludes fuel used in capital projects and other non-freight activities. An improvement in fuel efficiency indicates operational cost savings. Fuel efficiency in the first quarter of 2025 remained flat compared to the first quarter of 2024.
An employee is defined as an individual currently engaged in full-time, part-time, or seasonal employment with the Company. The Company monitors employment and workforce levels in order to efficiently meet service and strategic requirements. The number of employees is a key driver of total compensation and benefits costs. The decrease of 1% in the average number of total employees in the first quarter of 2025 was due to efficient resource planning.
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Financial Highlights
The following table presents selected financial data related to the Company’s financial results for the three months ended March 31, 2025 and the comparative period in 2024.
| For the three months ended March 31 | ||||||||
| (in millions, except per share data, percentages and ratios) | 2025 | 2024 | ||||||
| Financial Performance | ||||||||
| Total revenues | $ | 3,795 | $ | 3,520 | ||||
| Operating income | 1,317 | 1,149 | ||||||
| Net income attributable to controlling shareholders | 910 | 775 | ||||||
| Basic EPS | 0.98 | 0.83 | ||||||
| Diluted EPS | 0.97 | 0.83 | ||||||
Core adjusted diluted EPS(1) | 1.06 | 0.93 | ||||||
| Dividends declared per share | 0.19 | 0.19 | ||||||
| Financial Ratios | ||||||||
Operating ratio(2) | 65.3 | % | 67.4 | % | ||||
Core adjusted operating ratio(1) | 62.5 | % | 64.0 | % | ||||
(1)These measures have no standardized meanings prescribed by accounting principles generally accepted in the United States of America ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. These measures are defined and reconciled in the Non-GAAP Measures section.
(2)Operating ratio is defined as operating expenses divided by revenues.
Results of Operations
Operating Revenues
The Company’s revenues are primarily derived from transporting freight. Changes in freight volumes generally contribute to corresponding changes in Freight revenues and certain variable expenses such as fuel, equipment rents, and crew costs. Non-freight revenues are generated from leasing certain assets, interline switching, and other arrangements including contracts with passenger service operators, subsurface and mineral rights agreements, and logistical services.
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 3,727 | $ | 3,427 | $ | 300 | 9 | ||||||||||
| Non-freight revenues (in millions) | 68 | 93 | (25) | (27) | |||||||||||||
| Total revenues (in millions) | $ | 3,795 | $ | 3,520 | $ | 275 | 8 | ||||||||||
| Carloads (in thousands) | 1,104.6 | 1,072.6 | 32.0 | 3 | |||||||||||||
| Revenue ton-miles (in millions) | 53,724 | 51,838 | 1,886 | 4 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 3,374 | $ | 3,195 | $ | 179 | 6 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 6.94 | 6.61 | 0.33 | 5 | |||||||||||||
Total Revenues
The increase in Freight revenues in the first quarter of 2025 was primarily due to higher freight revenue per RTM and higher volumes as measured by RTMs. The decrease in Non-freight revenues was primarily due to lower revenue related to a subsurface fibre optic agreement.
RTMs
RTMs are defined as the movement of one revenue-producing ton of freight over a distance of one mile. RTMs measure the relative weight and distance of rail freight moved by the Company. The increase in RTMs in the first quarter of 2025 was primarily due to higher volumes of Coal, Grain, Intermodal, Potash, and Automotive.
Freight Revenue per RTM
Freight revenue per RTM is defined as freight revenue per revenue-producing ton of freight over a distance of one mile. This is an indicator of yield. The increase in freight revenue per RTM in the first quarter of 2025 was primarily due to the favourable impact of the change in foreign exchange ("FX") of $114 million and higher freight rates, partially offset by the unfavourable impact of lower fuel prices on fuel surcharge revenue of $33 million.
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Fuel Cost Adjustment Program
Freight revenues include fuel surcharge revenues associated with the Company's fuel cost adjustment program, which is designed to respond to fluctuations in fuel prices and help reduce exposure to changing fuel prices. The surcharge is applied to shippers through tariffs and by contract, within agreed-upon guidelines. This program includes recoveries of carbon taxes, levies, and obligations under cap-and-trade programs. Freight revenues included fuel surcharge revenues of $402 million in the first quarter of 2025, a decrease of $10 million, or 2%, from $412 million in the same period of 2024. This decrease was primarily due to lower fuel prices, partially offset by increased carbon levy surcharge revenue, higher volumes, and the favourable impact of the change in FX.
Lines of Business
Grain
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 788 | $ | 730 | $ | 58 | 8 | ||||||||||
| Carloads (in thousands) | 133.7 | 132.3 | 1.4 | 1 | |||||||||||||
| Revenue ton-miles (in millions) | 14,942 | 14,570 | 372 | 3 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 5,894 | $ | 5,518 | $ | 376 | 7 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 5.27 | 5.01 | 0.26 | 5 | |||||||||||||
The increase in Grain revenue in the first quarter of 2025 was primarily due to higher volumes of Canadian grain to Vancouver, British Columbia ("B.C.") and Mexico due to a larger crop size for the 2024-2025 crop year, higher volumes of U.S. corn to the U.S. Pacific Northwest and U.S. soybean meal products to Mexico, and an increase in freight revenue per RTM. This increase was partially offset by lower volumes of U.S. corn to Mexico and Alberta, U.S. soybeans to the U.S. Pacific Northwest, and the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates.
Coal
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 257 | $ | 209 | $ | 48 | 23 | ||||||||||
| Carloads (in thousands) | 118.4 | 108.2 | 10.2 | 9 | |||||||||||||
| Revenue ton-miles (in millions) | 5,783 | 5,252 | 531 | 10 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 2,171 | $ | 1,932 | $ | 239 | 12 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 4.44 | 3.98 | 0.46 | 12 | |||||||||||||
The increase in Coal revenue in the first quarter of 2025 was primarily due to an increase in freight revenue per RTM, higher volumes of Canadian coal to Kamloops, B.C., Vancouver, and Thunder Bay, Ontario and higher volumes of U.S. coal. This increase was partially offset by the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.
Potash
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 156 | $ | 137 | $ | 19 | 14 | ||||||||||
| Carloads (in thousands) | 39.8 | 37.0 | 2.8 | 8 | |||||||||||||
| Revenue ton-miles (in millions) | 4,419 | 4,110 | 309 | 8 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 3,920 | $ | 3,703 | $ | 217 | 6 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 3.53 | 3.33 | 0.20 | 6 | |||||||||||||
The increase in Potash revenue in the first quarter of 2025 was primarily due to higher volumes of export potash to Vancouver and the U.S. Pacific Northwest and an increase in freight revenue per RTM. This increase was partially offset by lower volumes
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of export potash to Texas and Kamloops and the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.
Fertilizers and Sulphur
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 114 | $ | 104 | $ | 10 | 10 | ||||||||||
| Carloads (in thousands) | 17.8 | 17.2 | 0.6 | 3 | |||||||||||||
| Revenue ton-miles (in millions) | 1,427 | 1,366 | 61 | 4 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 6,404 | $ | 6,047 | $ | 357 | 6 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 7.99 | 7.61 | 0.38 | 5 | |||||||||||||
The increase in Fertilizers and sulphur revenue in the first quarter of 2025 was primarily due to an increase in freight revenue per RTM and higher volumes of sulphur and wet fertilizers, partially offset by the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates.
Forest Products
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 217 | $ | 202 | $ | 15 | 7 | ||||||||||
| Carloads (in thousands) | 34.8 | 35.9 | (1.1) | (3) | |||||||||||||
| Revenue ton-miles (in millions) | 2,343 | 2,244 | 99 | 4 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 6,236 | $ | 5,627 | $ | 609 | 11 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 9.26 | 9.00 | 0.26 | 3 | |||||||||||||
The increase in Forest products revenue in the first quarter of 2025 was primarily due to higher volumes of wood pulp and paperboard and an increase in freight revenue per RTM, partially offset by the unfavourable impact of lower fuel prices on fuel surcharge revenue and lower volumes of newsprint. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates. RTMs increased while carloads decreased due to extending the length of haul of wood pulp from B.C. to Texas, Ontario, and New York and moving lower volumes of wood pulp within B.C., which has a shorter length of haul.
Energy, Chemicals and Plastics
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 758 | $ | 702 | $ | 56 | 8 | ||||||||||
| Carloads (in thousands) | 142.5 | 144.5 | (2.0) | (1) | |||||||||||||
| Revenue ton-miles (in millions) | 9,701 | 9,719 | (18) | — | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 5,319 | $ | 4,858 | $ | 461 | 9 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 7.81 | 7.22 | 0.59 | 8 | |||||||||||||
The increase in Energy, chemicals and plastics revenue in the first quarter of 2025 was primarily due to higher volumes of liquefied petroleum gas, styrene, gasoline, and ethylene glycol and an increase in freight revenue per RTM. This increase was partially offset by lower volumes of crude and the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates.
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Metals, Minerals and Consumer Products
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 448 | $ | 440 | $ | 8 | 2 | ||||||||||
| Carloads (in thousands) | 124.4 | 129.7 | (5.3) | (4) | |||||||||||||
| Revenue ton-miles (in millions) | 4,681 | 4,701 | (20) | — | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 3,601 | $ | 3,392 | $ | 209 | 6 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 9.57 | 9.36 | 0.21 | 2 | |||||||||||||
The increase in Metals, minerals and consumer products revenue in the first quarter of 2025 was primarily due to an increase in freight revenue per RTM and higher volumes of frac sand and cement, partially offset by lower volumes of steel and the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX. Carloads decreased while RTMs remained flat due to moving lower volumes of steel within Mexico, which has a shorter length of haul.
Automotive
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 315 | $ | 265 | $ | 50 | 19 | ||||||||||
| Carloads (in thousands) | 57.8 | 55.7 | 2.1 | 4 | |||||||||||||
| Revenue ton-miles (in millions) | 1,233 | 997 | 236 | 24 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 5,450 | $ | 4,758 | $ | 692 | 15 | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 25.55 | 26.58 | (1.03) | (4) | |||||||||||||
The increase in Automotive revenue in the first quarter of 2025 was primarily due to higher volumes from Mexico to the U.S. Midwest and Texas, from Chicago, Illinois and Kansas City, Missouri to Canada, and from Vancouver to eastern Canada, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by a decrease in freight revenue per RTM due to the unfavourable impact of lower fuel prices on fuel surcharge revenue. RTMs increased more than carloads due to extending the length of haul from Mexico to the U.S. Midwest and moving higher volumes from Vancouver to eastern Canada, which has a longer length of haul.
Intermodal
| For the three months ended March 31 | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Freight revenues (in millions) | $ | 674 | $ | 638 | $ | 36 | 6 | ||||||||||
| Carloads (in thousands) | 435.4 | 412.1 | 23.3 | 6 | |||||||||||||
| Revenue ton-miles (in millions) | 9,195 | 8,879 | 316 | 4 | |||||||||||||
| Freight revenue per carload (in dollars) | $ | 1,548 | $ | 1,548 | $ | — | — | ||||||||||
| Freight revenue per revenue ton-mile (in cents) | 7.33 | 7.19 | 0.14 | 2 | |||||||||||||
The increase in Intermodal revenue in the first quarter of 2025 was primarily due to higher domestic intermodal wholesale and retail volumes, higher international intermodal volumes to and from the Port of Saint John and the Port of Lazaro, and an increase in freight revenue per RTM. This increase was partially offset by lower international intermodal volumes to and from the Port of Vancouver and the Port of Montréal and the unfavourable impact of lower fuel prices on fuel surcharge revenue. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates.
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Operating Expenses
| For the three months ended March 31 (in millions of Canadian dollars) | 2025 | 2024 | Total Change | % Change | |||||||||||||
| Compensation and benefits | $ | 682 | $ | 690 | $ | (8) | (1) | ||||||||||
| Fuel | 481 | 458 | 23 | 5 | |||||||||||||
| Materials | 124 | 94 | 30 | 32 | |||||||||||||
| Equipment rents | 99 | 82 | 17 | 21 | |||||||||||||
| Depreciation and amortization | 504 | 467 | 37 | 8 | |||||||||||||
| Purchased services and other | 588 | 580 | 8 | 1 | |||||||||||||
| Total operating expenses | $ | 2,478 | $ | 2,371 | $ | 107 | 5 | ||||||||||
Compensation and Benefits
Compensation and benefits expense includes employee wages, salaries, fringe benefits, and stock-based compensation. The decrease in Compensation and benefits expense in the first quarter of 2025 was primarily due to a decrease in stock-based compensation of $26 million primarily driven by the change in share price, and adjustments to provisions for Mexican taxes of $10 million recognized in 2024. The decrease was partially offset by the impact of wage and benefit inflation.
Fuel
Fuel expense consists mainly of fuel used by locomotives and includes provincial, state, and federal fuel taxes. The increase in Fuel expense in the first quarter of 2025 was primarily due to an increase in workload, as measured by GTMs and the unfavourable impact of change in FX of $11 million. The increase was partially offset by the impact of lower fuel prices of $11 million.
Materials
Materials expense includes the cost of materials used for the maintenance of track, locomotives, freight cars, and buildings, as well as software sustainment. The increase in Materials expense in the first quarter of 2025 was primarily due to higher locomotive materials costs due to a new parts agreement insourcing a subset of maintenance work with a favourable offset in "Purchased services and other" effective in the fourth quarter of 2024, and increased track maintenance.
Equipment Rents
Equipment rents expense includes the cost associated with using other railways' freight cars, intermodal equipment, and locomotives, net of recoveries received from other railways for the use of the Company’s equipment. The increase in Equipment rents expense was primarily due to:
•greater usage of pooled freight cars by the Company;
•slower cycle times; and
•the unfavourable impact of change in FX of $5 million.
Depreciation and Amortization
Depreciation and amortization expense is the charge associated with the use of track and roadway, rolling stock, buildings, and other depreciable assets, including assets related to a concession granted by the Mexican government, as well as amortization of finite life intangible assets. The increase in Depreciation and amortization expense in the first quarter of 2025 was primarily due to a higher depreciable asset base increasing depreciation by $16 million and the unfavourable impact of the change in FX of $19 million.
Purchased Services and Other
Purchased services and other expense encompasses a wide range of third-party costs, including expenses for joint facilities, personal injury and damage claims, provisions for environmental remediation, property taxes, contractor and consulting fees, and insurance premiums. The increase in Purchased services and other expense in the first quarter of 2025 was primarily due to:
•a one-time fee of $34 million (U.S. $25 million) received in 2024 in connection with the Company's agreement to waive a departing executive's non-competition agreement with respect to their employment with Norfolk Southern Corporation;
•the unfavorable impact of the change in FX of $14 million; and
•the impact of cost inflation.
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The increase was partially offset by:
•lower third-party locomotive costs due to insourcing and a new parts agreement embedded in "Materials" effective in the fourth quarter of 2024;
•lower casualty incident costs; and
•lower terminal service costs.
Other Income Statement Items
Other expense (income)
Other expense (income) consists of gains and losses from the change in FX on cash and working capital, financing costs, shareholder costs, equity earnings, and other non-operating expenditures. Other expense was $7 million in the first quarter of 2025, a change of $9 million, or 450%, compared to income of $2 million in the same period of 2024. This change was primarily due to the unfavourable impact of net FX losses on U.S. denominated cash and working capital compared to net FX gains in the same period of 2024.
Other Components of Net Periodic Benefit Recovery
Other components of net periodic benefit recovery are related to the Company's pension and other post-retirement and post-employment benefit plans. It includes interest cost on benefit obligation, expected return on plan assets, recognized net actuarial loss, and amortization of prior service costs. Other components of net periodic benefit recovery was $107 million in the first quarter of 2025, an increase of $19 million, or 22%, compared to the same period of 2024. The increase was primarily due to an increase in expected return on plan assets of $9 million and a decrease in recognized net actuarial loss of $8 million.
Net Interest Expense
Net interest expense includes interest on long-term debt, short-term debt, and finance leases. Net interest expense was $216 million in the first quarter of 2025, an increase of $10 million, or 5%, from $206 million in the same period of 2024. The increase was primarily due to interest of $16 million incurred on short-term borrowings and the issuance of long-term notes, along with the unfavourable impact of the change in FX of $12 million. The increase was partially offset by lower interest costs of $14 million following the repayment of maturing long-term debt.
Income Tax Expense
Income tax expense was $292 million in the first quarter of 2025, an increase of $33 million, or 13%, from $259 million in the same period of 2024. The increase was primarily due to higher taxable earnings.
The effective income tax rate in the first quarter of 2025 was 24.32% compared to 25.09% in the same period of 2024. The Core adjusted effective tax rate in the first quarter of 2025 was 24.50%, compared to 25.00% in the same period of 2024. The Company's 2025 Core adjusted effective tax rate is expected to be approximately 24.50%. The Core adjusted effective tax rate is a Non-GAAP measure, calculated as the effective tax rate adjusted for significant items as they are not considered indicative of future or past financial trends either by nature or amount. The Company uses the Core adjusted effective tax rate to evaluate CPKC’s operating performance and for planning and forecasting future profitability. Core adjusted effective tax rate also excludes KCS purchase accounting to provide financial statement users with additional transparency by isolating the impact of KCS purchase accounting. This Non-GAAP measure does not have a standardized meaning and is not defined by GAAP and, therefore, may not be comparable to similar measures presented by other companies. Significant items and KCS purchase accounting are discussed further in Non-GAAP Measures of this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The outlook for the Company’s 2025 Core adjusted effective tax rate is based on certain assumptions about events and developments that may or may not materialize, or that may be offset entirely or partially by new events and developments. This is discussed further in Item 1A. Risk Factors of the Company's 2024 Annual Report on Form 10-K. Refer also to "Forward-Looking Statements" below for further details.
Impact of Foreign Exchange on Earnings and Foreign Exchange Risk
Although the Company is headquartered in Canada and reports in Canadian dollars, a significant portion of its revenues, expenses, assets and liabilities, including debt, are denominated in U.S. dollars and Mexican pesos ("Ps."). The value of the Canadian dollar is affected by a number of domestic and international factors, including, without limitation, economic performance, commodity prices, and Canadian, U.S., and international monetary policies. Fluctuations in FX affect the Company’s financial results because revenues and expenses denominated in U.S. dollars and Mexican pesos are translated into Canadian dollars. U.S. dollar-denominated revenues and expenses increase (decrease) when the Canadian dollar weakens (strengthens) in relation to the U.S. dollar. Mexican peso-denominated revenues and expenses increase (decrease) when the U.S. dollar weakens (strengthens) in relation to the Mexican peso.
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In the first quarter of 2025, the U.S. dollar strengthened to an average rate of $1.44 Canadian/U.S. dollar and the Mexican Peso weakened to an average rate of Ps. 14.23 Mexican Peso/Canadian dollar, compared to $1.35 Canadian/U.S. dollar and Ps. 12.61 Mexican Peso/Canadian dollar in the first quarter of 2024, resulting in an increase in Total revenues of $115 million, an increase in Total operating expenses of $55 million, and an increase in "Net interest expense" of $12 million.
On an annualized basis, the Company expects that every $0.01 weakening (or strengthening) of the Canadian dollar relative to the U.S. dollar, positively (or negatively) impacts Total revenues by approximately $76 million (December 31, 2024 – approximately $76 million), negatively (or positively) impacts Operating expenses by approximately $43 million (December 31, 2024 – approximately $43 million), and negatively (or positively) impacts "Net interest expense" by approximately $6 million (December 31, 2024 – approximately $6 million).
On an annualized basis, the Company expects that every Ps.0.10 strengthening (or weakening) of the Mexican peso relative to the Canadian dollar, positively (or negatively) impacts Total revenues by approximately $6 million (December 31, 2024 – approximately $6 million) and negatively (or positively) impacts Operating expenses by approximately $7 million (December 31, 2024 – approximately $6 million).
To manage its exposure to fluctuations in exchange rates between Canadian dollars, U.S. dollars, and or Mexican pesos, the Company may sell or purchase U.S. dollar or Mexican peso forwards at fixed rates in future periods. In addition, changes in the exchange rate between the Canadian dollar and other currencies (including the U.S. dollar and Mexican peso) make the goods transported by the Company more or less competitive in the world marketplace and may in turn positively or negatively affect revenues.
Impact of Fuel Price on Earnings
Fluctuations in fuel prices affect the Company’s results because fuel expense constitutes a significant portion of the Company's operating expenses. As fuel prices fluctuate, there will be an impact on earnings due to the timing of recoveries from the Company's fuel cost adjustment program.
The impact of fuel price on earnings includes the impacts of carbon taxes, levies, and obligations under cap-and-trade programs recovered and paid, on revenues and expenses, respectively.
In the first quarter of 2025, the unfavourable impact of fuel prices on Operating income was $22 million. Lower fuel prices, partially offset by increased carbon levy surcharge revenues, resulted in a decrease in Total revenues of $33 million from the same period of 2024. Lower fuel prices resulted in a decrease in Total operating expenses of $11 million from the same period of 2024.
Impact of Share Price on Earnings and Stock-Based Compensation
Fluctuations in the Common Share price affect the Company's Operating expenses because stock-based compensation liabilities are measured at fair value. The Company's Common Shares are listed on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") with ticker symbol "CP".
In the first quarter of 2025, the change in the Company's Common Share price resulted in a stock-based compensation recovery of $9 million, a change of $30 million, from $21 million expense in the same period of 2024.
Based on information available at March 31, 2025 and expectations for 2025 share-based grants, for every $1.00 change in the Company's Common Share price, stock-based compensation expense has a corresponding change of approximately $2.1 million to $2.7 million (December 31, 2024 - approximately $1.9 million to $2.7 million). This excludes the impact of changes in Common Share price relative to the S&P/TSX 60 Index, S&P 500 Industrials Index, and to Class I railways, which may trigger different performance share unit payouts. Stock-based compensation expense may also be impacted by non-market performance conditions.
Additional information concerning stock-based compensation is included in Item 1. Financial Statements, Note 12 Stock-based compensation.
Liquidity and Capital Resources
The Company's primary sources of liquidity include its Cash and cash equivalents, commercial paper program, bilateral letter of credit facilities, and revolving credit facility. The Company believes that these sources as well as cash flow generated through operations and existing debt capacity are adequate to meet its short-term and long-term cash requirements. The Company is not aware of any material trends, events, or uncertainties that would create any deficiencies in the Company's liquidity.
As at March 31, 2025, the Company had $695 million of Cash and cash equivalents compared to $739 million at December 31, 2024.
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During the first quarter of 2025, the Company repaid, at maturity, the remaining balance of U.S. $642 million ($930 million) on its 2.90% 10-year Notes.
During the first quarter of 2025, the Company issued U.S. $600 million 4.80% 5-year unsecured notes due March 30, 2030 for net proceeds of approximately U.S. $596 million ($857 million) and U.S. $600 million 5.20% 10-year unsecured notes due March 30, 2035 for net proceeds of approximately U.S. $593 million ($853 million). The Company also entered into, and fully repaid, a U.S. $500 million unsecured non-revolving term credit facility.
The Company's revolving credit facility agreement (the "facility") consists of a five-year U.S. $1.1 billion tranche maturing June 25, 2029 and a two-year U.S. $1.1 billion tranche maturing June 25, 2026. As at December 31, 2024 the Company had U.S. $200 million drawn from the two-year U.S. $1.1 billion tranche, which was subsequently repaid in full during the first quarter of 2025. As at March 31, 2025, the facility was undrawn (December 31, 2024 - U.S. $200 million ($288 million)).
The Company has a commercial paper program that enables it to issue commercial paper in the form of unsecured promissory notes. The Company's existing commercial paper program is backed by a U.S. $2.2 billion revolving credit facility. As at March 31, 2025, the Company had total commercial paper borrowings outstanding of U.S. $786 million ($1,129 million) (December 31, 2024 - U.S. $1,102 million ($1,586 million)).
The Company has bilateral letter of credit facilities with six financial institutions to support its requirement to post letters of credit in the ordinary course of business. Under these agreements, the Company has the option to post collateral in the form of cash or cash equivalents, equal at least to the face value of the letter of credit issued. These agreements permit the Company to withdraw amounts posted as collateral at any time; therefore, the amounts posted as collateral are presented as “Cash and cash equivalents” on the Company’s Interim Consolidated Balance Sheets. As at March 31, 2025, the Company did not have any collateral posted on its bilateral letter of credit facilities (December 31, 2024 - $nil) and had letters of credit drawn of $89 million (December 31, 2024 - $95 million) from a total available amount of $300 million.
Contractual Commitments
The Company’s material cash requirements from known contractual obligations and commitments to make future payments primarily consist of long-term debt and related interest, capital commitments, supplier purchases, leases, and other long-term liabilities.
As at March 31, 2025, other than changes to long-term debt, there have been no material changes in our contractual commitments from the year ended December 31, 2024, a description of which can be found in Contractual Commitments of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K. For further information concerning long-term debt, refer to Item 1. Financial Statements, Note 8 Debt.
Concession Duty
The Company's subsidiary, Kansas City Southern de México, S.A. de C.V. (also known as Canadian Pacific Kansas City Mexico) ("CPKCM") has a fifty-year concession (the "Concession"), which will expire in 2047 but is renewable under certain conditions, for additional periods, each up to 50 years. Under the Concession, CPKCM pays annual concession duties equal to 1.25% of its gross revenues.
Guarantees
The Company accrues for all guarantees that it expects to pay. As at March 31, 2025, these accruals amounted to $11 million (December 31, 2024 - $8 million).
Operating Activities
Net cash provided by operating activities increased $141 million in the first quarter of 2025, compared to the same period in 2024. The increase was primarily due to higher cash generating income.
Investing Activities
Net cash used in investing activities increased $173 million in the first quarter of 2025, compared to the same period in 2024. The increase was primarily due to higher capital additions during the first quarter of 2025.
Financing Activities
Net cash used in financing activities increased $53 million in the first quarter of 2025, compared to the same period in 2024. The increase was primarily due to:
•higher principal repayments on long-term debt of $864 million driven by repayment of the 2.90% 10-year Notes at maturity;
•higher repayments of short-term borrowings and net repayments of commercial paper of $533 million; and
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•the impact of share repurchases of $347 million.
This increase was partially offset by net proceeds from debt issuances of $1,710 million resulting from the U.S. $600 million 4.80% 5-year unsecured notes due March 30, 2030 and U.S. $600 million 5.20% 10-year unsecured notes due March 30, 2035.
Credit Measures
Credit ratings provide information relating to the Company’s operations and liquidity, and affect the Company’s ability to obtain short-term and long-term financing and/or the cost of such financing. The margin that applies to outstanding loans under the Company’s revolving credit facility is based on the credit rating assigned to the Company’s senior unsecured and unsubordinated debt. If the Company’s credit ratings were to decline to below investment-grade levels, the Company could experience a significant increase in its interest cost for new debt along with a negative effect on its ability to readily issue new debt.
Credit ratings and outlooks are based on the rating agencies’ methodologies and can change from time to time to reflect their views of the Company. Their views are affected by numerous factors including, but not limited to, the Company’s financial position and liquidity along with external factors beyond the Company’s control.
As at March 31, 2025, the Company's credit ratings from Standard & Poor's Rating Services ("Standard & Poor's") remain unchanged from December 31, 2024. During the first quarter of 2025, Moody's Investor Service ("Moody's") upgraded the Company's Long-term debt rating to Baa1. The following table shows the ratings issued for the Company by the rating agencies noted as at March 31, 2025 and is being presented as it relates to the Company’s cost of funds and liquidity.
Credit ratings as at March 31, 2025(1)
| Long-term debt | Outlook | ||||||||||
| Standard & Poor's | BBB+ | stable | |||||||||
| Moody's | Baa1 | stable | |||||||||
| Commercial paper program | |||||||||||
| Standard & Poor's | A-2 | N/A | |||||||||
| Moody's | P-2 | N/A | |||||||||
(1)Credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or suitability of a specific security for a particular investor. Credit ratings are based on the rating agencies' methodologies and may be subject to revision or withdrawal at any time by the rating agencies.
Supplemental Guarantor Financial Information
CPRC, a 100%-owned subsidiary of CPKC, is the issuer of certain securities which are fully and unconditionally guaranteed by CPKC on an unsecured basis. The other subsidiaries of CPRC do not guarantee the securities and are referred to below as the “Non-Guarantor Subsidiaries”.
As of the date of filing this Form 10-Q, CPRC had U.S. $13,666 million principal amount of SEC-registered debt securities outstanding due through 2115 issued in the U.S. pursuant to a trust indenture, and U.S. $30 million and GBP £3 million in perpetual 4% consolidated debenture stock, for all of which CPKC is the guarantor subject to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. As of the same date, CPRC also had $2,300 million principal amount of debt securities outstanding due through 2050 issued in Canada under our Canadian base shelf prospectus for which CPKC is the guarantor and not subject to the Exchange Act.
CPKC fully and unconditionally guarantees the payment of the principal (and premium, if any) and interest on the debt securities and consolidated debenture stock issued by CPRC, any sinking fund or analogous payments payable with respect to such securities, and any additional amounts payable when they become due, whether at maturity or otherwise. The guarantees are CPKC’s unsubordinated and unsecured obligations and rank equally with all of CPKC’s other unsecured, unsubordinated obligations. CPKC will be released and relieved of its obligations under the guarantees after obligations to the holders are satisfied in accordance with the terms of the respective instruments. More information on the securities under this guarantee structure can be found in Exhibit 22.1 List of Issuers and Guarantor Subsidiaries of this quarterly report.
Pursuant to Rules 3-01 and 13-01 of the SEC's Regulation S-X, the Company provides summarized financial and non-financial information of CPRC in lieu of providing separate financial statements of CPRC.
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Summarized Financial Information
The following tables present summarized financial information for CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor) on a combined basis after elimination of (i) intercompany transactions and balances among CPRC and CPKC; (ii) equity in earnings from and investments in the Non-Guarantor Subsidiaries; and (iii) intercompany dividend income.
Statement of Income Information
| CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor) | ||||||||
| (in millions of Canadian dollars) | For the three months ended March 31, 2025 | For the year ended December 31, 2024 | ||||||
| Total revenues | $ | 1,774 | $ | 6,877 | ||||
| Total operating expenses | 1,153 | 4,300 | ||||||
Operating income(1) | 621 | 2,577 | ||||||
Less: Other(2) | 88 | 516 | ||||||
| Income before income tax expense | 533 | 2,061 | ||||||
| Net income | $ | 397 | $ | 1,496 | ||||
(1)Includes net lease costs incurred from non-guarantor subsidiaries for the three months ended March 31, 2025 and for the year ended December 31, 2024 of $115 million and $462 million, respectively.
(2)Includes "Other expense (income)", "Other components of net periodic benefit recovery", and "Net interest expense".
Balance Sheet Information
| CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor) | ||||||||
| (in millions of Canadian dollars) | As at March 31, 2025 | As at December 31, 2024 | ||||||
| Assets | ||||||||
| Current assets | $ | 1,281 | $ | 1,237 | ||||
| Properties | 13,165 | 12,904 | ||||||
| Other non-current assets | 5,003 | 4,901 | ||||||
| Liabilities | ||||||||
| Current liabilities | $ | 2,859 | $ | 4,128 | ||||
| Long-term debt | 20,956 | 19,618 | ||||||
| Other non-current liabilities | 3,894 | 3,832 | ||||||
Excluded from the Income Statement and Balance Sheet information above are the following significant intercompany transactions and balances that CPRC and CPKC have with the Non-Guarantor Subsidiaries:
Transactions with Non-Guarantor Subsidiaries
| CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor) | ||||||||
| (in millions of Canadian dollars) | For the three months ended March 31, 2025 | For the year ended December 31, 2024 | ||||||
| Dividend income from Non-guarantor subsidiaries | $ | 137 | $ | 622 | ||||
| Return of capital from Non-Guarantor Subsidiaries | — | 422 | ||||||
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Balances with Non-Guarantor Subsidiaries
| CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor) | ||||||||
| (in millions of Canadian dollars) | As at March 31, 2025 | As at December 31, 2024 | ||||||
| Assets | ||||||||
| Accounts receivable, intercompany | $ | 291 | $ | 263 | ||||
| Short-term advances to affiliates | 171 | 197 | ||||||
| Long-term advances to affiliates | 11,081 | 11,351 | ||||||
| Liabilities | ||||||||
| Accounts payable, intercompany | $ | 219 | $ | 230 | ||||
| Short-term advances from affiliates | 140 | 130 | ||||||
| Long-term advances from affiliates | 3,968 | 3,968 | ||||||
Share Capital
As of April 29, 2025, the latest practicable date, there were 930,456,061 Common Shares issued and outstanding, which consisted of 13,504 holders of record of the Common Shares, and no preferred shares issued and outstanding. In addition, the Company has a Management Stock Option Incentive Plan (“MSOIP”), under which key officers and employees are granted options to purchase Common Shares. All number of options presented herein are shown on the basis of the number of Common Shares subject to the options. As of April 29, 2025, 6,539,911 options were outstanding under the MSOIP and stand-alone option agreements entered into with Mr. Keith Creel. There are 20,088,456 options available to be issued by the Company’s MSOIP in the future. The Company also has a Directors' Stock Option Plan (“DSOP”), under which directors are granted options to purchase Common Shares. There are no outstanding options under the DSOP, which has 1,700,000 options available to be issued in the future.
Non-GAAP Measures
Beginning in the first quarter of 2025, Core adjusted diluted EPS and Core adjusted operating ratio have been used in continuity of Non-GAAP measures previously known as Core adjusted combined diluted EPS and Core adjusted combined operating ratio. No adjustments are required to Core adjusted combined diluted EPS and Core adjusted combined operating ratio as reported in 2024 to present them on a comparative basis as Core adjusted diluted EPS and Core adjusted operating ratio, as KCS was consolidated within the Company's results throughout the whole year and therefore, no combination adjustments exist.
The Company presents Non-GAAP measures, namely Core adjusted operating ratio and Core adjusted diluted EPS, to provide a basis for evaluating underlying earnings trends in the Company's current period's 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.
These Non-GAAP measures have no standardized meanings and are not defined by accounting principles generally accepted in the United States of America ("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 GAAP.
Non-GAAP Performance Measures
Management believes these Non-GAAP measures provide meaningful supplemental information about our operating results and improved comparability to past performance because they exclude certain significant items that are not considered indicative of future or past financial trends either by nature or amount. As a result, these items are excluded for management's assessment of operational performance, allocation of resources, and preparation of annual budgets. These significant items may include, but are not limited to, restructuring and asset impairment charges, individually significant gains and losses from sales of assets, acquisition-related costs, adjustments to provisions and settlements of Mexican taxes, discrete tax items, changes in income tax rates, changes to an uncertain tax item, and certain items outside the control of management. Acquisition-related costs include legal, consulting, integration costs including third-party services and system migration, debt exchange transaction costs, community investments, fair value gain or loss on FX forward contracts and interest rate hedges, restructuring, employee retention and synergy incentive costs, and transaction and integration costs incurred by KCS. 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 continues to expect to incur acquisition-related costs beyond the year of acquisition. Management believes excluding these significant items from GAAP results provides an additional viewpoint which may give users a consistent understanding of the Company's
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financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these Non-GAAP financial measures may provide additional insight to investors and other external users of the Company's financial information.
In addition, Core adjusted operating ratio and Core adjusted diluted EPS exclude KCS purchase accounting. KCS purchase accounting represents the amortization of basis differences being the incremental depreciation and amortization in relation to fair value adjustments to properties and intangible assets, incremental amortization in relation to fair value adjustments to KCS’s investments, amortization of the change in fair value of debt of KCS assumed on April 14, 2023 (the "Control Date"), and depreciation and amortization of fair value adjustments that are attributable to the non-controlling interest, as recognized within "Depreciation and amortization", "Other expense (income)", "Net interest expense", and "Net loss attributable to non-controlling interest", respectively, in the Company's Interim Consolidated Statements of Income. All assets subject to KCS purchase accounting contribute to income generation and will continue to amortize over their estimated useful lives. Excluding KCS purchase accounting from GAAP results provides financial statement users with additional transparency by isolating the impact of KCS purchase accounting.
Significant items that impact Net income attributable to controlling shareholders as reported on a GAAP basis for the first three months of 2025 and 2024 include:
2025:
•Acquisition-related costs of $20 million in connection with the KCS acquisition ($15 million after current income tax recovery of $5 million) including costs of $5 million recognized in "Compensation and benefits" primarily related to restructuring costs, retention and synergy related incentive compensation costs; $1 million recognized in "Materials"; and $14 million recognized in "Purchased services and other" primarily related to system migration, legal fees, and other third party purchased services, that unfavourably impacted Diluted EPS by 2 cents.
2024:
•Adjustments to provisions and settlements of Mexican taxes of $10 million expense ($10 million after deferred income tax recovery) recognized in "Compensation and benefits", that unfavourably impacted Diluted EPS by 1 cent; and
•Acquisition-related costs of $26 million in connection with the KCS acquisition ($20 million after current income tax recovery of $6 million) including an expense of $4 million recognized in "Compensation and benefits" primarily related to retention and synergy related incentive compensation costs; $2 million recognized in "Materials"; and $20 million recognized in "Purchased services and other" primarily related to software costs, relocation costs, and other third party purchased services, that unfavourably impacted Diluted EPS by 2 cents.
KCS purchase accounting included in Net income attributable to controlling shareholders as reported on a GAAP basis for the first three months of 2025 and 2024 was as follows:
2025:
•KCS purchase accounting of $92 million ($67 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $5 million recognized in "Net interest expense", $1 million recognized in "Other expense (income)", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.
2024:
•KCS purchase accounting of $84 million ($61 million after deferred income tax recovery of $23 million), including costs of $79 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $5 million recognized in "Net interest expense", $1 million recognized in "Other expense (income)", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.
Reconciliation of GAAP Performance Measures to Non-GAAP Performance Measures
The following tables reconcile the most directly comparable measures presented in accordance with GAAP to the Non-GAAP measures:
Core Adjusted Diluted Earnings per Share
Core adjusted diluted EPS is calculated using Diluted EPS reported on a GAAP basis adjusted for significant items less KCS purchase accounting.
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| For the three months ended March 31 | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Diluted earnings per share as reported | $ | 0.97 | $ | 0.83 | ||||||||||||||||
| Less: | ||||||||||||||||||||
| Significant items (pre-tax): | ||||||||||||||||||||
| Adjustments to provisions and settlements of Mexican taxes | — | (0.01) | ||||||||||||||||||
| Acquisition-related costs | (0.02) | (0.03) | ||||||||||||||||||
| KCS purchase accounting | (0.10) | (0.09) | ||||||||||||||||||
| Add: | ||||||||||||||||||||
Tax effect of adjustments(1) | (0.03) | (0.03) | ||||||||||||||||||
| Core adjusted diluted earnings per share | $ | 1.06 | $ | 0.93 | ||||||||||||||||
(1) The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of 26.76% for the three months ended March 31, 2025 and 24.61% for the three months ended March 31, 2024. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.
Core Adjusted Operating Ratio
Core adjusted operating ratio is calculated from reported GAAP revenue and operating expenses adjusted for, where applicable, (1) significant items (acquisition-related costs and adjustments to provisions and settlement of Mexican taxes) that are reported within Operating income, and (2) KCS purchase accounting recognized in "Depreciation and amortization" and "Purchased services and other".
| For the three months ended March 31 | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Operating ratio as reported | 65.3 | % | 67.4 | % | ||||||||||||||||
| Less: | ||||||||||||||||||||
| Adjustments to provisions and settlements of Mexican taxes | — | % | 0.3 | % | ||||||||||||||||
| Acquisition-related costs | 0.5 | % | 0.8 | % | ||||||||||||||||
| KCS purchase accounting in Operating expenses | 2.3 | % | 2.3 | % | ||||||||||||||||
| Core adjusted operating ratio | 62.5 | % | 64.0 | % | ||||||||||||||||
Critical Accounting Estimates
To prepare Consolidated Financial Statements that conform with GAAP, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reported periods. Using the most current information available, the Company reviews estimates on an ongoing basis, including those related to goodwill and intangible assets, pensions and other benefits, properties, contingent liabilities, and deferred income taxes. Additional information concerning critical accounting estimates is included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's 2024 Annual Report on Form 10-K.
The development, selection and disclosure of these estimates, and this MD&A, have been reviewed by the Board of Directors’ Audit and Finance Committee, which is composed entirely of independent directors.
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Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations and Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of other relevant securities legislation, including applicable securities laws in Canada (collectively referred to herein as "forward-looking statements"). Forward-looking statements typically include words such as “financial expectations”, “key assumptions”, “anticipate”, “believe”, “expect”, "project", "estimate", "forecast", “plan”, "intend", "target", “will”, “outlook”, "guidance", “should” or similar words suggesting future outcomes. All statements other than statements of historical fact may be forward-looking statements. To the extent that the Company has provided forecasts or targets using Non-GAAP financial measures, the Company may not be able to provide a reconciliation to the most directly comparable GAAP measures without unreasonable efforts, due to unknown variables and uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value. In recent years, CPKC has recognized acquisition-related costs, KCS purchase accounting, adjustments to provisions and settlements of Mexican taxes, changes in income tax rates and a change to an uncertain tax item. These or other similar large unforeseen transactions affect CPKC's results on a GAAP basis but may be excluded from CPKC’s Non-GAAP financial measures. Additionally, the U.S.-to-Canadian dollar exchange rate is unpredictable and can have a significant impact on CPKC’s reported results but may be excluded from CPKC’s Non-GAAP financial measures.
This Management's Discussion and Analysis of Financial Condition and Results of Operations and Quarterly Report on Form 10-Q includes forward-looking statements relating, but not limited to statements concerning integration of KCS, forecasted performance factors, the Company's intention to indefinitely reinvest in its foreign investments, the Company’s expected impacts resulting from changes in the U.S. dollar and Mexican peso exchange rates relative to the Canadian dollar, and the effective tax rate, as well as statements concerning the Company’s operations, anticipated financial performance, business prospects and strategies, including statements concerning the anticipation that cash flow from operations and various sources of financing will be sufficient to meet debt repayments and obligations in the foreseeable future and concerning anticipated capital programs, and statements regarding future payments including income taxes.
The forward-looking statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quarterly Report on Form 10-Q are based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: change in business strategies; North American and global economic growth; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates (as specified herein); effective tax rates (as specified herein); 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, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; and the satisfaction by third parties of their obligations to the Company. Although the Company believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements 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 statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to the following factors: changes in business strategies and strategic opportunities; general North American 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; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped via the Company; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption of 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, including the imposition of any tariffs, or other changes to international trade arrangements; the effects of current and future multinational trade agreements on or other developments affecting 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 the Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, volcanism and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of
31
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; the outbreak of a pandemic or contagious disease and the 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; 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 successful integration of KCS into the Company; 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.
There are more specific factors that could cause actual results to differ materially from those described in the forward-looking statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and Quarterly Report on Form 10-Q. These more specific factors are identified and discussed in Item 1A. Risk Factors of the Company's 2024 Annual Report on Form 10-K. Other risks are detailed from time to time in reports filed by the Company with securities regulators in Canada and the U.S., and filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).
The forward-looking statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quarterly Report on Form 10-Q are made as of the date hereof. Except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk sensitive instruments is set forth under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Impact of FX on Earnings and Foreign Exchange Risk and Impact of Share Price on Earnings and Stock-Based Compensation.
Interest Rate Risk
Debt financing forms part of the Company's capital structure. The debt agreements entered into expose the Company to increased interest costs on future fixed debt instruments and existing variable rate debt instruments, should market rates increase.
As at March 31, 2025, a hypothetical one percentage point change in interest rates on the Company's floating rate debt obligations outstanding is not material. In addition, the present value of the Company’s assets and liabilities will also vary with interest rate changes. To manage interest rate exposure, the Company may enter into forward rate agreements such as treasury rate locks or bond locks that protect against interest rate increases. The Company may also enter into swap agreements whereby one party agrees to pay a fixed rate of interest while the other party pays a floating rate. Contingent on the direction of interest rates, the Company may incur higher costs depending on the contracted rate.
The fair value of the Company’s fixed rate debt may fluctuate with changes in market interest rates. A hypothetical one percentage point decrease in interest rates as of March 31, 2025 would increase the fair value of the Company's debt as at March 31, 2025 by approximately $1.8 billion (March 31, 2024 - approximately $1.8 billion). Fair values of the Company’s fixed rate debt are estimated by considering the impact of the hypothetical interest rates on quoted market prices and current borrowing rates, but do not consider other factors that could impact actual results.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As at March 31, 2025, an evaluation was carried out under the supervision of and with the participation of the Company's management, including its CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were effective as at March 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the first quarter of 2025, the Company has not identified any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
For further details refer to Item 1. Financial Statements, Note 13 Contingencies.
SEC regulations require the disclosure of any proceeding under environmental laws to which a government authority is a party unless the registrant reasonably believes it will not result in sanctions over a certain threshold. The Company uses a threshold of U.S. $1 million for the purposes of determining proceedings requiring disclosure.
From time to time, the Company or its subsidiaries may be subject to information requests from U.S. State or Federal environmental regulatory authorities inquiring as to the Company’s compliance or remediation practices in the U.S. In September 2020, the Company received an initial request for information from the U.S. Environmental Protection Agency ("EPA") inquiring into the Company’s compliance with the mobile source provisions of the Clean Air Act (“CAA”). The Company has been providing information in response to the EPA’s initial and follow-up requests, and the EPA has issued Notices of Violations, which preliminarily identify certain categories of alleged non-compliance with civil provisions of the CAA pertaining to locomotives and locomotive engines. In December 2022, the U.S. Department of Justice (“DOJ”) sent a communication requesting a meeting with the Company to discuss potentially resolving any alleged noncompliance which included an initial draft consent decree from the DOJ. That initial meeting occurred in January 2023 and communications are ongoing. Neither the EPA nor the DOJ has issued a final compendium of alleged violations, demand for corrective or mitigating actions, or articulated a preliminary civil penalty assessment, and it remains too early to provide a fulsome evaluation of the likely outcome with respect to either the nature of any alleged violations or the amount of any potential civil penalty. The Company will continue to fully cooperate and engage in discussions to resolve the matter.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors from the information provided in Item 1A. Risk Factors of the Company's 2024 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchase of Equity Securities
The Company has established a share repurchase program which is further described in Item 1. Financial Statements, Note 10 Share repurchase. The following table presents the number of Common Shares repurchased during each month of the first quarter of 2025 and the average price paid by CPKC for the repurchase of such Common Shares:
| Period | Total Number of Shares (or Units) Purchased(1) | Average Price Paid per Share (or Unit)(2) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1) | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be purchased under the Plans or Programs | ||||||||||
| Common Stock | ||||||||||||||
| January 1-31, 2025 | — | $ | — | — | — | |||||||||
| February 1-28, 2025 | — | $ | — | — | — | |||||||||
| March 1-31, 2025 | 3,480,658 | $ | 107.68 | 3,480,658 | 33,867,881 | |||||||||
| Total | 3,480,658 | $ | 107.68 | 3,480,658 | 33,867,881 | |||||||||
(1) Includes shares repurchased but not yet cancelled at end of period.
(2) Includes brokerage fees and applicable tax on share repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
35
ITEM 6. EXHIBITS
| Exhibit | Description | ||||
| 101.INS** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| The following financial information from Canadian Pacific Kansas City Limited's Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025, formatted in Extensible Business Reporting Language (XBRL) includes: (i) the Interim Consolidated Statements of Income for the first three months ended March 31, 2025 and 2024; (ii) the Interim Consolidated Statements of Comprehensive Income for the first three months ended March 31, 2025 and 2024; (iii) the Interim Consolidated Balance Sheets at March 31, 2025, and December 31, 2024; (iv) the Interim Consolidated Statements of Cash Flows for the first three months ended March 31, 2025 and 2024; (v) the Interim Consolidated Statements of Changes in Equity for the first three months ended March 31, 2025 and 2024; and (vi) the Notes to Interim Consolidated Financial Statements. | |||||
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Management contract or compensatory arrangement
** Filed with this Quarterly Report on Form 10-Q
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CANADIAN PACIFIC KANSAS CITY LIMITED | |||||
(Registrant) | |||||
| By: | /s/ NADEEM VELANI | ||||
Nadeem Velani | |||||
Executive Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
Date: April 30, 2025
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Exhibit 10.1
RESTRICTED SHARE UNIT PLAN FOR ELIGIBLE EMPLOYEES
OF CANADIAN PACIFIC KANSAS CITY LIMITED
In effect August 2, 2011, amended February 21, 2013 and April 29, 2025
2
1. PREAMBLE AND DEFINITIONS
1.1 Title.
The Plan described in this document shall be called the “Restricted Share Unit Plan for Eligible Employees of Canadian Pacific Kansas City Limited”.
1.2 Purposes of the Plan.
The purposes of the Plan are:
a.to promote a further alignment of interests between employees and the shareholders of the Corporation;
b.to associate a portion of employees’ compensation with the returns achieved by shareholders of the Corporation over the medium term; and
c.to retain key talent with critical knowledge, experience and expertise required by the Corporation.
1.3 Definitions.
1.3.1 “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable tax and securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder, and Stock Exchange Rules.
1.3.2 “Beneficiary” means, subject to Applicable Law, the person who has been designated by an Eligible Employee, in such form and manner as the Plan Administrator may determine, to receive benefits payable under the Plan upon the death of the Eligible Employee, or, where no such designation is validly in effect at the time of death, the Eligible Employee’s estate.
1.3.3 “Board” means the Board of Directors of the Corporation.
1.3.4 “Canadian Eligible Employee” means any Eligible Employee who is a resident of Canada or otherwise subject to tax under the Tax Act in respect of the RSUs granted to such Eligible Employee.
1.3.5 “Cause” in respect of an Eligible Employee means
(a)the continued failure by the Eligible Employee to substantially perform his or her duties in connection with his or her employment by, or service to, the Corporation or any Subsidiary (other than as a result of physical or mental illness) after the Corporation or any Subsidiary has given the Eligible Employee reasonable written notice of such failure and a reasonable opportunity to correct it;
(b)the engaging by the Eligible Employee in any act which is materially injurious to the Corporation or any Subsidiary or their reputation, financially or otherwise;
(c)the engaging by the Eligible Employee in any act resulting or intended to result, directly or indirectly, in personal gain to the Eligible Employee at the expense of the Corporation or any Subsidiary;
(d)the conviction of the Eligible Employee by a court of competent jurisdiction on any charge involving fraud, theft or moral turpitude by the Eligible Employee in connection with the business of the Corporation or any Subsidiary; or
3
(e)any other conduct that constitutes ‘cause’ at common law in Canada or ‘cause’ or similar concept under Applicable Law or contract in the United States, as applicable.
1.3.6 “Change in Control” means the occurrence of any of the following events:
(a)the initial acquisition by any person, or any persons acting jointly or in concert (as determined by the Securities Act (Alberta)), whether directly or indirectly, of voting securities of the Corporation which, together with all other voting securities of the Corporation held by such person or persons, constitutes, in the aggregate, more than 20% of all outstanding voting securities of the Corporation;
(b)an amalgamation, arrangement, or other form of business combination of the Corporation with another corporation which results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50% of all outstanding voting securities of the corporation resulting from the business combination;
(c)a sale, disposition, lease or exchange to or with another person or persons (other than a Subsidiary) of property of the Corporation representing 50% or more of the net book value of the assets of the Corporation, determined as of the date of the most recently published audited annual or unaudited quarterly interim financial statements of the Corporation; or
(d)a change in the composition of the Board over any twelve month period commencing after the applicable Grant Date such that more than 50% of the persons who were directors of the Corporation at the beginning of the period are no longer directors at the end of the period, unless such change is as a result of normal attrition.
1.3.7 “Corporation” means Canadian Pacific Kansas City Limited and any successor corporation whether by amalgamation, merger or otherwise.
1.3.8 “Eligible Employee” means an employee of the Corporation or a Subsidiary as the Plan Administrator may designate as eligible to participate in the Plan.
1.3.9 “Employed” means, with respect to an Eligible Employee, that:
(a)he is performing work at a workplace of the Corporation or a Subsidiary or at one or more locations approved by the Corporation or a Subsidiary (in this section 1.3.9, an “approved workplace”); or he is not actively at work at an approved workplace due to an approved leave of absence where the period of leave is less than twelve months; or
(b)he is not actively at work at an approved workplace due to an approved leave of absence where the period of leave is at least twelve months.
For greater certainty, except as expressly provided herein, an individual whose employment has been terminated without Cause by the Corporation or a Subsidiary shall not be considered to be “Employed” for purposes of the Plan during any contractual or common law notice period that exceeds his or her period of statutory notice of termination of employment, if any, under applicable legislation. The individual shall be considered to have ceased to be “Employed” for purposes of the Plan on the date on which his or her period of statutory notice of termination of employment, if any, under applicable legislation ends. Notwithstanding the foregoing, an individual who receives a notice of termination of employment from the Corporation or a Subsidiary shall continue to be considered “Employed” for the purposes of the Plan while he continues to perform work at an approved workplace during a working notice period.
1.3.10 “Grant” means a grant of RSUs made pursuant to Section 4.1.
4
1.3.11 “Grant Agreement” means an agreement between the Corporation and an Eligible Employee in respect of an RSU granted under the Plan, as contemplated by Section 4.1, together with such schedules, amendments, deletions or changes thereto as are permitted under the Plan.
1.3.12 “Grant Date” means the effective date of a Grant.
1.3.13 “Market Value” means, with respect to any particular date, the average closing price per Share on the Stock Exchange during the immediately preceding 30 Trading Days; provided that if the date in respect of which the Market Value is to be calculated occurs after a Change in Control and the Shares do not then trade on a Stock Exchange, the reference date for such calculation shall not be the applicable Vesting Date but rather the effective date of the Change in Control.
1.3.14 "Plan" means this Restricted Share Unit Plan for Eligible Employees of Canadian Pacific Kansas City Limited, including any schedules or appendices hereto, as amended, supplemented and/or restated from time to time.
1.3.15 “Plan Administrator” means the Board, the Management Resources and Compensation Committee of the Board, the President and Chief Executive Officer of the Corporation, or such other person who may be appointed by the Board or the Management Resources and Compensation Committee of the Board to, among other things, interpret, administer and implement the Plan.
1.3.16 “RSU” (or “Restricted Share Unit”) means a conditional right, granted to an Eligible Employee, to receive, upon vesting thereof, a cash payment equal to the Market Value of one Share, all in accordance with the terms and conditions of the Plan.
1.3.17 “RSU Account” has the meaning set out in Section 5.1.
1.3.18 “Retirement” means the Eligible Employee’s cessation of employment with the Corporation or a Subsidiary, as applicable, at or after the normal or early retirement age established by the Corporation or a Subsidiary from time to time, where the Eligible Employee gives notice to the Corporation or a Subsidiary in accordance with the retirement policy established by the Corporation or a Subsidiary from time to time.
1.3.19 “Service Year” has the meaning set out in Section 4.1.
1.3.20 “Share” means a common share of the Corporation and such other share as may be substituted for it as a result of amendments to the articles of the Corporation, arrangement, reorganization or otherwise, including any rights that form a part of the common share or substituted share.
1.3.21 “Stock Exchange” means the Toronto Stock Exchange with respect to RSUs granted to Eligible Employees who are, at the Grant Date, ordinarily paid in Canadian dollars, and the New York Stock Exchange with respect to RSUs granted to Eligible Employees who are, at the Grant Date, ordinarily paid in any other lawful currency, or if the Shares are not listed on the Toronto Stock Exchange or the New York Stock Exchange, as applicable, such other stock exchange on
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which the Shares are listed, or if the Shares are not listed on any stock exchange, then on the over-the-counter market.
1.3.22 “Stock Exchange Rules” means the applicable rules of any Stock Exchange upon which the Shares are listed.
1.3.23 “Subsidiary” means any corporation that is a subsidiary of the Corporation as defined in the Canada Business Corporations Act.
1.3.24 “Tax Act” means the Income Tax Act (Canada) and any regulations thereto, as may be amended or replaced from time to time.
1.3.25 “Trading Day” means any date on which the Stock Exchange is open for the trading of Shares and on which Shares are actually traded.
1.3.26 “Vesting Date” means, with respect to a Grant, the date in the future determined by the Plan Administrator at the time of the Grant for the vesting of applicable RSUs.
1.3.27 “Vesting Period” means the period commencing on the Grant Date and ending on the Vesting Date.
2. CONSTRUCTION AND INTERPRETATION
2.1 Gender, Singular, Plural. In the Plan, references to the masculine include the feminine; and references to the singular shall include the plural and vice versa, as the context shall require.
2.2 Governing Law. The Plan shall be governed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, and any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of Alberta.
2.3 Severability. If any provision or part of the Plan is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.
2.4 Headings, Sections. Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained. A reference to a section or schedule shall, except where expressly stated otherwise, mean a section or schedule of the Plan, as applicable.
3. EFFECTIVE DATE AND EMPLOYMENT RIGHTS
3.1 Effective Date. The Corporation established the Plan effective on August 2, 2011. The Plan was amended on February 21, 2013 and on April 29, 2025. The amendments made effective April 29, 2025 shall apply to all outstanding RSUs granted after the date hereof.
3.2 No Employment Rights. Nothing contained in the Plan shall be deemed to give any person the right to continue as an employee of the Corporation or of a Subsidiary.
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4. GRANTS
4.1 Grant of RSUs. Subject to the provisions of the Plan and such other terms and conditions as may be prescribed by the Board or the Management Resources and Compensation Committee of the Board, the Plan Administrator may, from time to time, grant RSUs to any Eligible Employee in such number and with effect from such date as the Plan Administrator may specify.
All RSUs shall be subject to the applicable provisions of the Plan, including the following terms and conditions, and to such other terms and conditions not inconsistent herewith as may be determined by the Board or the Management Resources and Compensation Committee and set forth in the applicable Grant Agreement; provided that all RSUs granted to a Canadian Eligible Employee shall have such terms and conditions necessary to ensure that such RSUs comply, at all times, with the requirements of paragraph (k) of the exception to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.
At the time of grant of any RSU to a Canadian Eligible Employee, the Grant Agreement may specify the calendar year of service of the Eligible Employee in respect of which the RSU is granted (the “Service Year”) and, if no such Service Year is specified, the Service Year shall be the calendar year which includes the Grant Date. Notwithstanding any provision of the Plan to the contrary, all RSUs shall be granted as an addition to, and not in substitution of or in lieu of, ordinary salary or wages received by an Eligible Employee in respect of their services to the Corporation or a Subsidiary.
Each Grant and the participation of an Eligible Employee in the Plan may be evidenced by a Grant Agreement between the Corporation and the Eligible Employee in a form approved by the Plan Administrator.
Participation in the Plan by any Eligible Employee shall be construed as acceptance by the Eligible Employee of the terms and conditions of the Plan and all rules and procedures adopted hereunder, as amended from time to time.
4.2 Vesting Terms. Subject to the provisions of the Plan, RSUs shall vest at such time and be subject to such other terms and conditions as may be determined by the Plan Administrator and set forth in the applicable Grant Agreement; provided that, for RSUs granted to a Canadian Eligible Employee, such RSUs must become vested (or be forfeited if not vested) no later than December 15th of the third calendar year following the applicable Service Year.
4.3 Administration. The Plan Administrator shall administer the Plan in accordance with its terms. Subject to and consistent with the terms of the Plan, in addition to any authority of the Plan Administrator specified under any other terms of the Plan, the Plan Administrator shall have full and complete discretionary authority to:
(i)interpret the Plan and Grant Agreements;
(ii)prescribe, amend and rescind such rules and regulations and make all determinations necessary or desirable for the administration and interpretation of the Plan and Grant Agreements;
(iii)determine those Eligible Employees who may be granted RSUs, grant one or more RSUs to such Eligible Employees and approve or authorize the applicable form and terms of the related Grant Agreements;
(iv)determine the terms and conditions of RSUs granted to any Eligible Employee, including,
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(A)the number of RSUs subject to a Grant,
(B)the Vesting Period applicable to a Grant,
(C)the circumstances upon which an RSU shall be forfeited, cancelled or expire and
(D)the consequences of an Eligible Employee ceasing to be Employed with respect to an RSU;
(v)amend the terms of any outstanding RSU granted under the Plan, provided that such amendment shall not materially adversely affect the rights of an Eligible Employee without the consent of such Eligible Employee; and
(vi)determine whether, and the extent to which, adjustments shall be made pursuant to Section 5.3 and the terms of any such adjustments.
4.4 Effects of Plan Administrator’s Decision. Any interpretation, rule, regulation, determination or other act of the Plan Administrator hereunder shall be made in its sole discretion and shall be conclusively binding upon all persons.
4.5 Liability Limitation. No member of the Board or the Management Resources and Compensation Committee of the Board, nor any individual Plan Administrator, shall be liable for any action or determination made in good faith pursuant to the Plan or any instrument of grant evidencing any RSU granted under the Plan. To the fullest extent permitted by law, the Corporation and its Subsidiaries shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding in respect of the Plan by reason of the fact that such person is or was a member of the Board or the Management Resources and Compensation Committee of the Board, or is or was a Plan Administrator.
4.6 Delegation and Administration. The Plan Administrator may, in its discretion, delegate such of its powers, rights and duties under the Plan, in whole or in part, to any one or more directors, officers or employees of the Corporation as it may determine from time to time, on terms and conditions as it may determine, except the Plan Administrator shall not, and shall not be permitted to, delegate any such powers, rights or duties to the extent such delegation is not consistent with Applicable Law. The Plan Administrator may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan or any aspect of it, except that the Plan Administrator shall not, and shall not be permitted to, appoint or engage such a trustee, custodian or administrator to the extent such appointment or engagement is not consistent with Applicable Law.
5. ACCOUNTS, DIVIDEND EQUIVALENTS AND REORGANIZATION
5.1 RSU Account. An account, called an “RSU Account”, shall be maintained by the Corporation, or a Subsidiary, as specified by the Plan Administrator, for each Eligible Employee and will be credited with such number of RSUs as are granted to an Eligible Employee from time to time pursuant to Section 4.1 and any dividend equivalent RSUs granted pursuant to Section 5.2. RSUs that fail to vest (including pursuant to Section 6), or that are paid out to the Eligible Employee or his Beneficiary, shall be cancelled and shall cease to be recorded in the Eligible Employee’s RSU Account as of the date on which such RSUs are cancelled under the Plan.
5.2 Dividend Equivalent RSUs. Unless otherwise specified in the Grant Agreement, each Grant shall be deemed to provide for the accrual of dividend equivalent amounts for the account of an Eligible Employee as hereinafter provided with respect to cash dividends paid in the ordinary course to shareholders in respect of outstanding Shares. Subject to the terms of the Grant
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Agreement, if and when cash dividends are paid with respect to Shares (other than any extraordinary dividend) to shareholders of record as of a record date occurring during the applicable Vesting Period, a number of additional RSUs shall be automatically granted to the Eligible Employee who is a party to such Grant Agreement in such number equal to the product of (i) the cash dividend paid with respect to a Share multiplied by (ii) the number of RSUs subject to such Grant (including related dividend equivalent RSUs granted pursuant to this Section 5.2 prior to the applicable record date) as of the record date for the dividend, divided by the closing price of a Share on the Stock Exchange on the date on which the dividend is paid. The additional RSUs granted to an Eligible Employee shall be granted as a bonus for services rendered in the year of crediting and shall be subject to the same terms, including vesting and settlement terms, as the corresponding RSUs.
5.3 Adjustments. In the event of any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting the Shares, such proportionate adjustments, if any, as the Plan Administrator in its discretion may deem appropriate to reflect such change, shall be made with respect to the number of RSUs outstanding under the Plan; provided that any such adjustments shall be such so as to ensure that any RSUs granted to Canadian Eligible Employees comply, at all times, with the requirements of paragraph (k) of the exception to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.
6. VESTING AND SETTLEMENT OF SHARE UNITS
6.1 Settlement. Subject to Section 6.3, RSUs shall vest upon, and be settled upon or as soon as reasonably practicable following (but in no event later than 30 days after), the Vesting Date applicable to such RSUs; provided that RSUs granted to Canadian Eligible Employees shall be settled no later than the earlier of 30 days after such Vesting Date and December 31 of the third calendar year following the Service Year. Settlement of vested RSUs shall be made by payment in cash, subject to payment or other satisfaction of all related withholding obligations in accordance with Section 9.3 and the terms of the applicable Grant Agreement, of an aggregate amount equal to the product of A multiplied by B, where:
“A” equals the Market Value on the Vesting Date; and
“B” equals the number of RSUs then being settled.
6.2 Failure to Vest. An Eligible Employee shall have no right to receive a cash payment or any other compensation with respect to any RSUs that do not vest in accordance with the terms and conditions of the Plan. Without limiting the foregoing, the Eligible Employee waives any and all right to damages in respect of such forfeited RSUs.
6.3 Continued Employment. Subject to Sections 4.2, 6.4 and 6.5, RSUs relating to a Grant shall vest and be settled in accordance with Section 6.1 provided that the Eligible Employee is Employed on the Vesting Date in respect of such Grant. For greater certainty, an Eligible Employee shall not be considered to be Employed on a Vesting Date if, prior to such Vesting Date, such Eligible Employee received a payment in lieu of notice of termination of employment, whether under a contract of employment, as damages or otherwise (the Corporation and its Subsidiaries do not intend to and shall not make payments in lieu of notice as a substitute
9
for RSUs that are subject to taxation under the U.S. Code (as defined below)). Further, in the event an Eligible Employee has been Employed in accordance with section 1.3.9(b) during the Vesting Period in respect of a Grant, the number of RSUs relating to such Grant that become vested on a Vesting Date shall be determined by the formula A x B/C, where
“A” equals the total number of RSUs relating to such Grant that would have vested had the Eligible Employee been Employed in accordance with section 1.3.9(a) throughout such Vesting Period;
“B” equals the total number of months during such Vesting Period in which the Eligible Employee was Employed in accordance with section 1.3.9(a) (rounded up to the nearest whole number of months); and
“C” equals the total number of months in the Vesting Period relating to such Grant.
6.4 Termination of Employment for Cause and Resignation and Retirement In the event an Eligible Employee’s employment is terminated for Cause by the Corporation, or a Subsidiary, as applicable, or the Eligible Employee otherwise ceases to be Employed for any reason other than as provided in Section 6.5, each prior to the Vesting Date relating to a Grant, unless otherwise determined by the Plan Administrator in connection with the Retirement of an Eligible Employee (in which case the Eligible Employee shall be deemed instead to have ceased to be Employed by reason of termination of employment without Cause under Section 6.5), no RSUs relating to such Grant and no dividend equivalent RSUs in respect of such RSUs shall vest.
6.5 Termination of Employment without Cause and Death
Unless otherwise determined by the Plan Administrator, in the event an Eligible Employee ceases to be Employed by reason of termination of employment without Cause or death prior to the Vesting Date relating to a Grant, a number of RSUs (the “Pro-Rated RSUs”) determined by the formula A x B/C, where
“A” equals the total number of RSUs relating to such Grant, being the number of RSUs credited to the Eligible Employee’s RSU Account as at the Grant Date in respect of such Grant;
“B” equals the total number of months between the first day of the Vesting Period for such Grant and the date the Eligible Employee ceases to be Employed (rounded up to the nearest whole number of months); and
“C” equals the total number of months in the Vesting Period relating to such Grant,
together with any dividend equivalent RSUs relating to such Pro-Rated RSUs, shall be eligible to become vested RSUs subject to satisfaction or waiver by the Plan Administrator of any conditions relating to such Grant. Pro-Rated RSUs under this Section 6.5 that become vested RSUs (including dividend equivalent RSUs relating to such Pro-Rated RSUs) shall be settled in accordance with Section 6.1; provided that (i) the date on which the Eligible Employee ceases to be Employed by reason of death shall be deemed to be the Vesting Date for purposes thereof, (ii) for RSUs that are not subject to taxation under the U.S. Code (as defined below), the date on which the Eligible Employee ceases to be Employed by reason of termination of employment without Cause shall be deemed to be the Vesting Date for purposes thereof, and (iii) if the date
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on which the Eligible Employee ceases to be Employed by reason of termination of employment without Cause occurs after a Change in Control, “B” shall be deemed to equal “C”.
6.6 Change in Control
In the event of a Change in Control prior to the Vesting Date relating to a Grant, RSUs subject to such Grant shall not be affected and shall continue to vest as per the terms hereof, unless an Eligible Employee ceases to be Employed by reason of termination of employment without Cause after such a Change in Control, in which case 100% of such Eligible Employee’s RSUs (including any dividend equivalent RSUs) shall vest on the applicable Vesting Date and there shall be no pro-rata vesting thereof. Section 6.5 has been drafted to provide for the foregoing and this Section 6.6 is included solely for clarification purposes.
7. CURRENCY
7.1 Currency. Any payment made in respect of the settlement of a vested RSU shall be made in the lawful currency in which the Eligible Employee is paid in at the time of such payment. If any amount has to be converted into such currency, such conversion shall be made based on such reasonable exchange rate as is determined by the Plan Administrator.
8. SHAREHOLDER RIGHTS
8.1 No Rights to Shares. RSUs are not Shares and the grant of RSUs will not entitle an Eligible Employee to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.
9. MISCELLANEOUS
9.1 Compliance with Laws and Policies. The Corporation’s issuance of any RSUs and its obligation to make any payments is subject to compliance with Applicable Laws. Each Eligible Employee shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that the Eligible Employee will, at all times, act in strict compliance with Applicable Law and all other laws and any policies of the Corporation applicable to the Eligible Employee in connection with the Plan including, without limitation, furnishing to the Corporation all information and undertakings as may be required to permit compliance with Applicable Law.
9.2 Section 409A of U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”). All RSUs that are subject to taxation under the U.S. Code are intended to comply with the requirements of Section 409A of the U.S. Code, and the Plan shall be interpreted and construed consistently with such intent. The Corporation makes no representation that payments under this Plan comply in all respects with Section 409A of the U.S. Code and each Eligible Employee is solely responsible for all tax liability with respect to any payments hereunder, except to the extent that the Corporation has withheld applicable taxes from such payments.
9.3 Withholdings. So as to ensure that the Corporation or a Subsidiary, as applicable, will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of an Eligible Employee, the Corporation, or a Subsidiary, as applicable, shall withhold or cause to be withheld from any amount payable to an Eligible Employee, either under this Plan, or otherwise, such amount as may be necessary to permit the Corporation or the Subsidiary, as applicable, to so comply.
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9.4 No Additional Rights. Neither the designation of an employee as an Eligible Employee nor the grant of any RSUs to any Eligible Employee entitles any person to the grant, or any additional grant, as the case may be, of any RSUs under the Plan.
9.5 Amendment, Termination. The Plan may be amended, supplemented, restated or terminated at any time by resolution of the Board or the Management Resources and Compensation Committee of the Board in whole or in part, without the consent of any Eligible Employee, provided that no such change may materially adversely affect the rights of any such Eligible Employee, without the consent of the Eligible Employee, with respect to RSUs that have been granted as of the date on which the aforementioned resolution is approved.
9.6 Administration Costs. The Corporation will be responsible for all costs relating to the administration of the Plan.
9.7 Unfunded Obligation. The obligation to make payments that may be required to be made under the Plan will be an unfunded and unsecured obligation of the Corporation or a Subsidiary, as applicable, unless otherwise determined by the Corporation. The Plan, or any provision thereunder, shall not create (or be construed to create) any trust or other obligation to fund or secure amounts payable under the Plan in whole or in part.
10. ASSIGNMENT
10.1 Assignment. The assignment or transfer of RSUs or any other benefits under this Plan shall not be permitted other than by operation of law.
Exhibit 22.1
List of Issuers and Guarantor Subsidiaries
As of the date of the filing of the Form 10-Q of which this exhibit is a part, Canadian Pacific Kansas City Limited, a corporation incorporated under the laws of Canada (the “Registrant”) has guaranteed each of the following securities issued by Canadian Pacific Railway Company, a corporation incorporated under the laws of Canada and a direct, wholly owned subsidiary of the Registrant (the “Issuer”) subject to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended:
- The Issuer’s 3.700% notes due February 2026;
- The Issuer’s 3.125% notes due June 2026;
- The Issuer’s 1.750% notes due December 2026;
- The Issuer’s 4.000% notes due June 2028;
- The Issuer’s 2.875% notes due November 2029;
- The Issuer’s 2.050% notes due March 2030;
- The Issuer’s 4.800% notes due March 2030;
- The Issuer’s 7.125% notes due October 2031;
- The Issuer’s 2.450% notes due December 2031;
- The Issuer’s 5.750% notes due March 2033;
- The Issuer’s 5.200% notes due March 2035;
- The Issuer’s 4.800% notes due September 2035;
- The Issuer’s 5.950% notes due May 2037;
- The Issuer’s 3.000% notes due December 2041;
- The Issuer’s 5.750% notes due January 2042;
- The Issuer’s 4.300% notes due May 2043;
- The Issuer’s 4.800% notes due August 2045;
- The Issuer’s 4.950% notes due August 2045;
- The Issuer’s 4.700% notes due May 2048;
- The Issuer’s 3.500% notes due May 2050;
- The Issuer’s 3.100% notes due December 2051;
- The Issuer’s 4.200% notes due November 2069;
- The Issuer’s 6.125% notes due September 2115;
- The Issuer’s Perpetual 4% Consolidated Debenture Stock denominated in U.S. dollars; and
- The Issuer’s Perpetual 4% Consolidated Debenture Stock denominated in British Pounds Sterling.
The above list does not include the following securities guaranteed by the Registrant issued in Canada under our Canadian base shelf prospectus which are not subject to Section 13(a) or 15(d) of the Exchange Act:
- The Issuer’s 2.540% notes due February 2028;
- The Issuer’s 3.150% notes due March 2029;
- The Issuer’s 6.450% notes due November 2039; and
- The Issuer’s 3.050% notes due March 2050.
Exhibit 31.1
Certification by the Chief Executive Officer of the Registrants filed pursuant to Rule 13a-14(a) of the Exchange Act.
Canadian Pacific Kansas City Limited
I, Keith Creel, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Canadian Pacific Kansas City Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 30, 2025 | /s/ KEITH CREEL | |||||||
| Keith Creel | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
Certification by the Chief Financial Officer of the Registrants filed pursuant to Rule 13a-14(a) of the Exchange Act.
Canadian Pacific Kansas City Limited
I, Nadeem Velani, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Canadian Pacific Kansas City Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 30, 2025 | /s/ NADEEM VELANI | |||||||
| Nadeem Velani | ||||||||
| Executive Vice-President and Chief Financial Officer | ||||||||
Exhibit 32.1
Certifications Furnished Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Canadian Pacific Kansas City Limited
In connection with the Quarterly Report of Canadian Pacific Kansas City Limited (the “Company”) on Form 10-Q for the period ended March 31, 2025 (the “Report”) to which this certificate is an exhibit, I, Keith Creel, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2025 | /s/ KEITH CREEL | |||||||||||||
| Keith Creel | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Exhibit 32.2
Certifications Furnished Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Canadian Pacific Kansas City Limited
In connection with the Quarterly Report of Canadian Pacific Kansas City Limited (the “Company”) on Form 10-Q for the period ended March 31, 2025 (the “Report”) to which this certificate is an exhibit, I, Nadeem Velani, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2025 | /s/ NADEEM VELANI | |||||||||||||
| Nadeem Velani | ||||||||||||||
| Executive Vice-President and Chief Financial Officer | ||||||||||||||