CPKC ADVANTAGE

INVESTOR PRESENTATION: JULY 2024

TSX/NYSE: CP

BASIS OF PRESENTATION & NON-GAAP MEASURES

Basis of presentation

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

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

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

Non-GAAP measures

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

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

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

reported results but may be excluded from CPKC's Core adjusted combined diluted EPS.

For further information regarding Non-GAAP measures, including reconciliations to the most directly comparable GAAP measures, see the Non-GAAP Measures supplement to the Q4 2023 Earnings Release on our website at investor.cpkcr.com and on SEDAR+ at www.sedarplus.caunder CPKC's SEDAR+ profile, and the Q4 2023 and Q1 2024 Unaudited Combined Summary of Supplemental Data on our website at investor.cpkcr.com.

FINANCIAL PERFORMANCE DATA

($ in millions of Canadian dollars, except percentages)

2023

2022

(1)

(1)

Total revenues, as reported

$12,555

$8,814

Combined total revenues(2)

$13,909

$13,217

Operating income, as reported

$4,388

$3,329

Core adjusted combined operating income(2)

$5,281

$5,060

Operating ratio, as reported(3)

65.0%

62.2%

Core adjusted combined operating ratio(2)

62.0%

61.7%

Net income attributable to controlling shareholders, as reported

$3,927

$3,517

Core adjusted combined income(2)

$3,582

$3,521

Diluted earnings per share, as reported

$4.21

$3.77

Core adjusted combined diluted earnings per share(2)

$3.84

$3.77

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

FOUNDED IN PRECISION, BUILT FOR GROWTH,

THE CPKC ADVANTAGE

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

Welcome to the CPKC Advantage!

2012 - 2016: WE REBUILT THE ENGINE

Streamlined assets

Right-sized resources to optimize our network

Precision railroading

Precision planning and execution to optimize service and control costs

Improved operating performance

Longer, faster trains and less dwell time

Consistent, reliable service

Leveraging our strengths to deliver superior value to our customers

Invested in the network

Upgraded to improve performance and increase capacity

Lowered cost base

Unprecedented margin improvement

Culture of accountability

Railroader attitude:

Do what you said you'll do

Developed the team

Handpicked team.

Best in the business

2017 - 2022: WE LED THE INDUSTRY IN GROWTH

Diversified book of

Increased capacity

Right culture & team

business

Efficiencies and network

Balanced portfolio of

Accountable, collaborative,

investments mean we have the

passionate team of railroaders

industries, regions

ability to do more

and markets

Value driven

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

Powerful footprint

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

Resilient performance

Service innovation

Operating model performs in

Supply chain collaboration to

upturns and downturns

enhance our service offering

Disciplined approach

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

CPKC: THE NEXT CHAPTER

Unique and unrivaled network

Only North American rail network to connect a continent

Best-in-class team

Proven leadership and experience with deep bench strength

Transformational Merger

Injecting new competition into the rail industry

Capacity to grow

Strategic land holdings in key markets

Environmental benefits

Taking trucks off the road and reducing GHG emissions

Value driven

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

Powerful synergies

Leveraging our network to develop new markets and drive profitable growth

Compelling value creation

Using our new network to create shareholder value

SAME PLAYBOOK BIGGER PLAYING FIELD

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

DIVERSIFIED BOOK OF BUSINESS

A powerful base to drive sustainable growth

Combined Business Mix (1)

Combined Geographic Distribution (1)

% of 2023 Freight Revenue

% of 2023 Combined Freight Revenue

CAPITAL

2023 Combined Freight Revenue Variance (1)

% of 2022 Combined Freight Revenue

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

INVESTMENTS

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

depleted assets ensure the long-term

Bulk

34%

Global AR

22%

sustainability of our business.

Asia

19%

Grain

20%

Coal

• Network upgrades (new track, longer

3%

7%

Europe

Potash

sidings, CTC) drive further productivity

4%

and capacity improvements.

Cross-Border

41%

Fertilizers & Sulphur

3%

Canada to U.S.

16%

• Rolling stock investments include

12%

Merchandise

47%

U.S. to Mexico

locomotive modernization programs and

6%

Forest Products

6%

U.S. to Canada

Mexico to U.S.

5%

investment in our grain hopper fleet.

Energy, Chemicals & Plastics

20%

Canada to Mexico

1%

Metals, Minerals & Consumer Products

13%

Mexico to Canada

1%

Automotive

8%

Domestic

37%

Intermodal

19%

Intra-U.S.

19%

Grain

Coal

Potash

Fertilizers & Sulphur

Forest Products

Energy, Chemicals &

Plastics

Metals, Minerals & Consumer Products

Automotive

Intermodal

9%

9%

-3%

9%

4%

5%

12%

30%

-9%

-15%

-5%

5%

15%

25%

35%

Domestic

11%

Intra-Canada

15%

International

8%

Intra-Mexico

3%

Total Change +5% Growth

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

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Disclaimer

CPKC - Canadian Pacific Kansas City Limited published this content on 10 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 July 2024 17:31:02 UTC.