Canadian Pacific Railway Limited 10Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended September 30, 2023

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

For the transition period from to

Commission File Number 001-01342

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)


Canada									98-0355078
(State or Other Jurisdiction of Incorporation or Organization)									(IRS Employer Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,
Canada									T2C 4X9
(Address of principal executive offices)									(Zip Code)

(403) 319-7000

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

Common Shares, without par value, of
Canadian Pacific Kansas City Limited

New York Stock Exchange

Common Shares, without par value, of
Canadian Pacific Kansas City Limited

Toronto Stock Exchange

Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company

CP40

New York Stock Exchange

Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company

BC87

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.

Large Accelerated Filer

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 October 24, 2023, there were 931,790,690 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	2
	For the Three and Nine Months Ended September 30, 2023 and 2022

	Interim Consolidated Statements of Comprehensive Income	3
	For the Three and Nine Months Ended September 30, 2023 and 2022

	Interim Consolidated Balance Sheets	4
	As at September 30, 2023 and December 31, 2022

	Interim Consolidated Statements of Cash Flows	5
	For the Three and Nine Months Ended September 30, 2023 and 2022

	Interim Consolidated Statements of Changes in Equity	6
	For the Three and Nine Months Ended September 30, 2023 and 2022

	Notes to Interim Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Executive Summary	22
	Performance Indicators	23
	Financial Highlights	24
	Results of Operations	24
	Liquidity and Capital Resources	37
	Share Capital	41
	Non-GAAP Measures	41
	Critical Accounting Estimates	46
	Forward-Looking Statements	47
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
Item 4.	Controls and Procedures	50

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
	Signature	55

PART I

ITEM 1. FINANCIAL STATEMENTS

INTERIM CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	For the three months ended September 30				For the nine months ended September 30
(in millions of Canadian dollars, except share and per share data)	2023		2022		2023		2022
Revenues (Note 3)
Freight	$	3,266	$	2,264	$	8,584	$	6,214
Non-freight	73		48		195		138
Total revenues	3,339		2,312		8,779		6,352
Operating expenses
Compensation and benefits (Note 8)	598		393		1,695		1,154
Fuel	430		358		1,153		1,001
Materials (Note 8)	90		66		260		191
Equipment rents	91		33		201		97
Depreciation and amortization	451		213		1,086		634
Purchased services and other (Note 8, 16)	506		312		1,438		935
Total operating expenses	2,166		1,375		5,833		4,012

Operating income	1,173		937		2,946		2,340
Less:
Equity earnings of Kansas City Southern (Note 8, 9)	—		(221)		(230)		(627)
Other expense (Note 8)	13		7		36		13

Other components of net periodic benefit recovery (Note 14)	(85)		(102)		(254)		(304)
Net interest expense	207		166		565		486
Remeasurement loss of Kansas City Southern (Note 8)	—		—		7,175		—
Income (loss) before income tax expense (recovery)	1,038		1,087		(4,346)		2,772
Less:
Current income tax expense (Note 4)	255		158		674		375
Deferred income tax expense (recovery) (Note 4)	3		38		(7,925)		151
Income tax expense (recovery) (Note 4)	258		196		(7,251)		526
Net income	$	780	$	891	$	2,905	$	2,246
Less: Net income attributable to non-controlling interest	—		—		1		—
Net income attributable to controlling shareholders	$	780	$	891	$	2,904	$	2,246

Earnings per share (Note 5)
Basic earnings per share	$	0.84	$	0.96	$	3.12	$	2.42
Diluted earnings per share	$	0.84	$	0.96	$	3.11	$	2.41

Weighted-average number of shares (millions) (Note 5)
Basic	931.5		930.0		931.1		929.9
Diluted	933.9		932.9		933.7		932.8

Dividends declared per share	$	0.19	$	0.19	$	0.57	$	0.57

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	For the three months ended September 30				For the nine months ended September 30
(in millions of Canadian dollars)	2023		2022		2023		2022
Net income	$	780	$	891	$	2,905	$	2,246
Net gain (loss) in foreign currency translation adjustments, net of hedging activities	605		1,565		(33)		1,948
Change in derivatives designated as cash flow hedges	2		2		5		5
Change in pension and post-retirement defined benefit plans	8		22		13		99
Equity accounted investments	—		47		7		182
Other comprehensive income (loss) before income taxes	615		1,636		(8)		2,234
Income tax recovery (expense) on above items	15		36		(5)		2
Other comprehensive income (loss) (Note 6)	630		1,672		(13)		2,236
Comprehensive income	$	1,410	$	2,563	$	2,892	$	4,482
Comprehensive income attributable to the non-controlling interest	20		—		13		—
Comprehensive income attributable to controlling shareholders	$	1,390	$	2,563	$	2,879	$	4,482

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED BALANCE SHEETS AS AT

(unaudited)


	September 30		December 31
(in millions of Canadian dollars)	2023		2022
Assets
Current assets
Cash and cash equivalents	$	294	$	451

Accounts receivable, net (Note 7)	1,852		1,016
Short-term investments (Note 12)	273		—
Materials and supplies	398		284
Other current assets	252		138
	3,069		1,889
Investment in Kansas City Southern (Note 9)	—		45,091
Investments	549		223
Properties	52,258		22,385
Goodwill (Note 10)	18,147		344
Intangible assets (Note 11)	3,061		42
Pension asset	3,345		3,101
Other assets	568		420
Total assets	$	80,997	$	73,495
Liabilities and equity
Current liabilities
Accounts payable and accrued liabilities	$	2,605	$	1,703
Long-term debt maturing within one year (Note 12, 13)	1,784		1,510
	4,389		3,213
Pension and other benefit liabilities	568		538
Other long-term liabilities	799		520
Long-term debt (Note 12, 13)	21,762		18,141
Deferred income taxes	11,224		12,197
Total liabilities	38,742		34,609
Shareholders’ equity
Share capital	25,579		25,516
Additional paid-in capital	90		78
Accumulated other comprehensive income (Note 6)	66		91
Retained earnings	15,575		13,201
	41,310		38,886
Non-controlling interest (Note 8)	945		—
Total equity	42,255		38,886
Total liabilities and equity	$	80,997	$	73,495

Certain of the comparative figures have been reclassified in order to be consistent with the 2023 presentation (Note 8).

See Contingencies (Note 16).

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the three months ended September 30				For the nine months ended September 30
(in millions of Canadian dollars)	2023		2022		2023		2022
Operating activities
Net income	$	780	$	891	$	2,905	$	2,246
Reconciliation of net income to cash provided by operating activities:
Depreciation and amortization	451		213		1,086		634
Deferred income tax expense (recovery) (Note 4)	3		38		(7,925)		151
Pension recovery and funding (Note 14)	(76)		(74)		(231)		(218)
Equity earnings of Kansas City Southern (Note 8, 9)	—		(221)		(230)		(627)

Remeasurement loss of Kansas City Southern (Note 8)	—		—		7,175		—
Dividend from Kansas City Southern (Note 9)	—		259		300		593
Settlement of Mexican tax audits (Note 4)	(75)		—		(75)		—
Other operating activities, net	11		(3)		(8)		(102)
Change in non-cash working capital balances related to operations	(67)		(1)		(196)		(255)
Cash provided by operating activities	1,027		1,102		2,801		2,422
Investing activities
Additions to properties	(733)		(422)		(1,767)		(1,018)




Additions to Meridian Speedway properties	(19)		—		(27)		—
Proceeds from sale of properties and other assets	12		11		28		37
Cash acquired on control of Kansas City Southern (Note 8)	—		—		298		—
Investment in government securities (Note 12)	—		—		(267)		—
Other	(2)		1		(26)		3
Cash used in investing activities	(742)		(410)		(1,761)		(978)
Financing activities
Dividends paid	(177)		(177)		(530)		(530)
Issuance of Common Shares	13		9		50		18


Repayment of long-term debt, excluding commercial paper (Note 12)	(12)		(7)		(1,108)		(559)
Repayment of term loan	—		(504)		—		(636)


Net repayment (issuance) of commercial paper (Note 12)	(147)		(42)		403		298

Acquisition-related financing fees (Note 12)	(2)		—		(17)		—
Other	1		—		—		—
Cash used in financing activities	(324)		(721)		(1,202)		(1,409)
Effect of foreign currency fluctuations on foreign-denominated cash and cash equivalents	8		13		5		21
Cash position
(Decrease) increase in cash, cash equivalents, and restricted cash	(31)		(16)		(157)		56
Cash, cash equivalents, and restricted cash at beginning of period	325		154		451		82
Cash and cash equivalents at end of period	$	294	$	138	$	294	$	138

Supplemental disclosures of cash flow information:
Income taxes paid	$	205	$	67	$	648	$	319
Interest paid	$	152	$	148	$	570	$	467

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)


	For the three months ended September 30
(in millions of Canadian dollars except per share data)		Common Shares (in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive (loss) Income		Retained earnings		Total shareholders’ equity		Non-controlling interest		Total equity
Balance as at July 1, 2023		931.4	$	25,563	$	88	$	(544)	$	14,972	$	40,079	$	925	$	41,004
Net income		—	—		—		—		780		780		—		780
Other comprehensive income (Note 6)		—	—		—		610		—		610		20		630
Dividends declared ($0.19 per share)		—	—		—		—		(177)		(177)		—		(177)
Effect of stock-based compensation expense		—	—		5		—		—		5		—		5


Shares issued under stock option plan		0.3	16		(3)		—		—		13		—		13


Balance as at September 30, 2023		931.7	$	25,579	$	90	$	66	$	15,575	$	41,310	$	945	$	42,255
Balance as at July 1, 2022		930.0	$	25,488	$	73	$	(1,539)	$	11,392	$	35,414	$	—	$	35,414
Net income		—	—		—		—		891		891		—		891
Other comprehensive income (Note 6)		—	—		—		1,672		—		1,672		—		1,672
Dividends declared ($0.19 per share)		—	—		—		—		(177)		(177)		—		(177)
Effect of stock-based compensation expense		—	—		5		—		—		5		—		5


Shares issued under stock option plan		0.1	10		(1)		—		—		9		—		9


Balance as at September 30, 2022		930.1	$	25,498	$	77	$	133	$	12,106	$	37,814	$	—	$	37,814


	For the nine months ended September 30
(in millions of Canadian dollars except per share data)		Common Shares (in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Total shareholders’ equity		Non-controlling interest		Total equity
Balance at January 1, 2023		930.5	$	25,516	$	78	$	91	$	13,201	$	38,886	$	—	$	38,886
Net income		—	—		—		—		2,904		2,904		1		2,905
Other comprehensive (loss) income (Note 6)		—	—		—		(25)		—		(25)		12		(13)
Dividends declared ($0.57 per share)		—	—		—		—		(530)		(530)		—		(530)
Effect of stock-based compensation expense		—	—		24		—		—		24		—		24


Shares issued under stock option plan		1.2	63		(12)		—		—		51		—		51
Non-controlling interest in connection with business acquisition		—	—		—		—		—		—		932		932

Balance as at September 30, 2023		931.7	$	25,579	$	90	$	66	$	15,575	$	41,310	$	945	$	42,255
Balance at January 1, 2022		929.7	$	25,475	$	66	$	(2,103)	$	10,391	$	33,829	$	—	$	33,829
Net income		—	—		—		—		2,246		2,246		—		2,246
Other comprehensive income (Note 6)		—	—		—		2,236		—		2,236		—		2,236
Dividends declared ($0.57 per share)		—	—		—		—		(531)		(531)		—		(531)
Effect of stock-based compensation expense		—	—		17		—		—		17		—		17

Shares issued for Kansas City Southern acquisition		—	—		(2)		—		—		(2)		—		(2)
Shares issued under stock option plan		0.4	23		(4)		—		—		19		—		19


Balance as at September 30, 2022		930.1	$	25,498	$	77	$	133	$	12,106	$	37,814	$	—	$	37,814

See Notes to Interim Consolidated Financial Statements.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(unaudited)

1 Description of business and Basis of presentation

On April 14, 2023, Canadian Pacific Railway Limited (“CPRL" or "CP") assumed control of Kansas City Southern ("KCS") (through an indirect wholly owned subsidiary), and filed articles of amendment to change CPRL's name to Canadian Pacific Kansas City Limited ("CPKC"). CPKC owns and operates the only 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, directly serving principal business centres of Canada, the U.S., and Mexico.

These unaudited Interim Consolidated Financial Statements ("Interim Consolidated Financial Statements") of CPKC and its subsidiaries (collectively, “CPKC”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2022 annual Consolidated Financial Statements and notes included in CPRL's 2022 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing CPRL’s 2022 annual Consolidated Financial Statements except as discussed in Note 2.

In these Interim Consolidated Financial Statements, unless the context indicates otherwise, references to "CPKC", “the Company”, “we”, “our”, or “us” are to Canadian Pacific Kansas City Limited and its subsidiaries, which includes KCS as a consolidated subsidiary on and from April 14, 2023. Prior to April 14, 2023, KCS was held as an equity investment accounted for by the equity method of accounting.

The Company's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons.

In management’s opinion, the Interim Consolidated Financial Statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year.

2 Accounting changes

Implemented in 2023

On January 1, 2023, the Company adopted the new Accounting Standards Update (“ASU”) 2021-08, issued by the Financial Accounting Standards Board (“FASB”), and all related amendments under FASB Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in anticipation of obtaining effective control of KCS. The amendment introduces the requirement for an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers, rather than at fair value. The Company assumed control of KCS (through an indirect wholly owned subsidiary) on April 14, 2023. This update was applied prospectively to contract assets and liabilities within the scope of this amendment, which includes contract assets and liabilities of KCS that are recorded in the purchase price allocation. The adoption of the amendment did not result in a material impact to the Company's financial statements. See Note 8 for further discussion on the business acquisition of KCS.

All other accounting pronouncements that became effective during the period covered by the Interim Consolidated Financial Statements did not have a material impact on the Company’s Consolidated Financial statements and related disclosures.

Future changes

All accounting pronouncements recently issued, but not effective until after September 30, 2023, have been assessed and are not expected to have a material impact on the Company's Consolidated Financial Statements and related disclosures.

3 Revenues

The following table disaggregates the Company’s revenues from contracts with customers by major source:


	For the three months ended September 30				For the nine months ended September 30
(in millions of Canadian dollars)	2023		2022		2023		2022
Freight
Grain	$	600	$	391	$	1,652	$	1,121
Coal	229		156		603		458
Potash	133		170		409		445
Fertilizers and sulphur	91		81		276		244
Forest products	199		109		489		299
Energy, chemicals and plastics	643		360		1,584		1,010
Metals, minerals and consumer products	455		246		1,128		655
Automotive	266		111		648		322
Intermodal	650		640		1,795		1,660
Total freight revenues	3,266		2,264		8,584		6,214
Non-freight excluding leasing revenues	39		28		105		77
Revenues from contracts with customers	3,305		2,292		8,689		6,291
Leasing revenues	34		20		90		61
Total revenues	$	3,339	$	2,312	$	8,779	$	6,352

4 Income taxes

During the three months ended September 30, 2023, legislation was enacted to decrease the Iowa and Arkansas state corporate income tax rates. As a result of these changes, the Company recorded a deferred tax recovery of $14 million related to the revaluation of deferred income tax balances.

During the three months ended September 30, 2022, legislation was enacted to decrease the Iowa state corporate income tax rate. As a result of this change, the Company recorded a deferred tax recovery of $12 million related to the revaluation of deferred income tax balances.

The effective tax rates including discrete items for the three and nine months ended September 30, 2023 were 24.88% and 166.83%, respectively, compared to 18.01% and 18.97%, respectively for the same periods of 2022.

For the three months ended September 30, 2023, the effective tax rate was 24.96%, excluding the discrete items of amortization of business acquisition fair value adjustments of $87 million, acquisition-related costs incurred by CPKC of $24 million, a tax settlement with the Servicio de Administración Tributaria ("SAT”) (Mexican tax authority) in relation to taxation years for which audits have closed and an estimated reserve for potential future audit settlements totaling $15 million (see further discussion within the Mexican Tax Audits section below), and a deferred tax recovery of $14 million on state corporate income tax rate changes as mentioned above.

For the three months ended September 30, 2022, the effective tax rate was 24.25%, excluding the discrete items of the equity earnings of KCS of $221 million, acquisition-related costs incurred by CPKC of $18 million, a deferred tax recovery of $12 million on state corporate income tax rate changes as mentioned above, and an outside basis deferred tax recovery of $9 million arising from the difference between the carrying amount of CPKC's investment in KCS for financial reporting and the underlying tax basis of this investment.

For the nine months ended September 30, 2023, the effective tax rate was 24.91%, excluding the discrete items of the reversal of the deferred tax liability on the outside basis difference of the investment in KCS of $7,832 million upon acquiring control (see Note 8), remeasurement loss of KCS of $7,175 million (see Note 8), the equity earnings of KCS of $230 million, amortization of business acquisition fair value adjustments of $162 million, acquisition-related costs incurred by CPKC of $158 million, revaluation of deferred income tax balances on unitary state apportionment changes of $51 million, an outside basis deferred tax recovery of $23 million arising from the difference between the carrying amount of CPKC's investment in KCS for financial reporting and the underlying tax basis of this investment, a tax settlement with the SAT in relation to taxation years for which audits have closed and an estimated settlement for potential future audit settlements totaling $15 million (see further discussion

within Mexican Tax Audits section below), and a deferred tax recovery of $14 million on state corporate income tax rate changes as mentioned above.

For the nine months ended September 30, 2022, the effective tax rate was 24.25%, excluding the discrete items of the equity earnings of KCS of $627 million, acquisition-related costs incurred by CPKC of $57 million, a deferred tax recovery of $12 million on state corporate income tax rate changes as mentioned above, and an outside basis deferred tax expense of $8 million arising from the difference between the carrying amount of CPKC's investment in KCS for financial reporting and the underlying tax basis of this investment.

Mexican Tax Audits

Kansas City Southern de México, S.A. de C.V. (also known as Canadian Pacific Kansas City Mexico) ("CPKCM") closed audit examinations with the SAT for the tax years 2016-2020 in September 2023. The audit examinations were for corporate income tax and value added tax (“VAT”). The settlement of these audits resulted in a payment of $75 million in September and a $16 million reduction to the April 14, 2023 refundable VAT balance, which was classified within "Accounts receivable, net". The settlements primarily resulted in an increase to "Goodwill" (see Note 8) and an "Income tax expense" of $9 million. The estimated impact of potential future audit settlements were substantially reserved as of September 30, 2023, which included a reduction to the April 14, 2023 VAT balance of $9 million and an income tax expense of $6 million.

Mexican Value Added Tax

CPKCM is not required to charge its customers VAT on international import or export transportation services, which prior to 2022 resulted in CPKCM paying more VAT on its expenses than it collected from customers. These excess VAT payments are refundable by the Mexican government. Prior to 2019, Mexican companies could offset their monthly refundable VAT balance with other tax obligations. In January 2019, Mexican tax reform eliminated the ability to offset other tax obligations with refundable VAT. From 2019 through 2021, CPKCM generated a refundable VAT balance and filed refund claims with the SAT, which have not been fully recovered or settled.

In November 2021, changes to the VAT law were announced and became effective beginning January 1, 2022. These changes reduced the recoverability of VAT paid by CPKCM on its expenditures that support international import transportation service revenues that are not subject to a VAT charge. VAT that is unrecoverable from the Mexican government results in incremental VAT expense for CPKCM. Beginning in 2022, CPKCM changed certain service offerings to either require VAT to be charged to customers on revenue, or impose a rate increase to offset the incremental VAT expense. These measures implemented by CPKCM increased the VAT collected from customers and payable to the Mexican government.

As of September 30, 2023 and April 14, 2023, the CPKCM refundable VAT balance was $10 million and $55 million, respectively. There was a $25 million reduction to the April 14, 2023 VAT balance as a result of the Mexican Tax Audit settlements as discussed above. The settlement resulted in impacts to "Goodwill" (see Note 8) and the refundable VAT balance at April 14, 2023. CPKCM has prior favourable Mexican court decisions and a legal opinion supporting its right under Mexican law to recover the refundable VAT balance from the Mexican government and believes the VAT to be fully recoverable. CPKCM expects to recover the refundable VAT balance as VAT billed to customers exceeds creditable VAT charged by vendors.

5 Earnings per share


	For the three months ended September 30				For the nine months ended September 30
(in millions, except per share data)	2023		2022		2023		2022
Net income attributable to controlling shareholders	$	780	$	891	$	2,904	$	2,246
Weighted-average basic shares outstanding	931.5		930.0		931.1		929.9
Dilutive effect of stock options	2.4		2.9		2.6		2.9
Weighted-average diluted shares outstanding	933.9		932.9		933.7		932.8
Earnings per share - basic	$	0.84	$	0.96	$	3.12	$	2.42
Earnings per share - diluted	$	0.84	$	0.96	$	3.11	$	2.41

For the three and nine months ended September 30, 2023, there were 0.3 million and 0.3 million options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive (three and nine months ended September 30, 2022 - nil and 0.3 million, respectively).

6 Changes in Accumulated other comprehensive income ("AOCI") by component


	For the three months ended September 30
(in millions of Canadian dollars)	Foreign currency net of hedging activities(1)(2)		Derivatives(1)(2)		Pension and post- retirement defined benefit plans(1)(2)		Equity accounted investments(1)(2)		Total(1)(2)
Opening balance, July 1, 2023	$	857	$	2	$	(1,406)	$	3	$	(544)
Other comprehensive income before reclassifications	603		—		—		—		603
Amounts reclassified from accumulated other comprehensive income	—		1		6		—		7
Net other comprehensive income	603		1		6		—		610
Closing balance, September 30, 2023	$	1,460	$	3	$	(1,400)	$	3	$	66
Opening balance, July 1, 2022	$	217	$	(2)	$	(1,856)	$	102	$	(1,539)
Other comprehensive income (loss) before reclassifications	1,618		—		(14)		37		1,641
Amounts reclassified from accumulated other comprehensive income	—		1		30		—		31
Net other comprehensive income	1,618		1		16		37		1,672
Closing balance, September 30, 2022	$	1,835	$	(1)	$	(1,840)	$	139	$	133

(1)Amounts are presented net of tax.

(2)Amounts presented are those attributable to common shareholders.


	For the nine months ended September 30
(in millions of Canadian dollars)	Foreign currency net of hedging activities(1)(2)		Derivatives(1)(2)		Pension and post- retirement defined benefit plans(1)(2)		Equity accounted investments(1)(2)		Total(1)(2)
Opening balance, January 1, 2023	$	1,505	$	—	$	(1,410)	$	(4)	$	91
Other comprehensive (loss) income before reclassifications	(45)		—		(9)		6		(48)
Amounts reclassified from accumulated other comprehensive income	—		3		19		1		23
Net other comprehensive (loss) income	(45)		3		10		7		(25)
Closing balance, September 30, 2023	$	1,460	$	3	$	(1,400)	$	3	$	66
Opening balance, January 1, 2022	$	(182)	$	(4)	$	(1,915)	$	(2)	$	(2,103)
Other comprehensive income (loss) before reclassifications	2,017		—		(14)		140		2,143
Amounts reclassified from accumulated other comprehensive income	—		3		89		1		93
Net other comprehensive income	2,017		3		75		141		2,236
Closing balance, September 30, 2022	$	1,835	$	(1)	$	(1,840)	$	139	$	133

(1)Amounts are presented net of tax.

(2)Amounts presented are those attributable to common shareholders.

7 Accounts receivable, net


(in millions of Canadian dollars)	As at September 30, 2023		As at December 31, 2022
Total accounts receivable	$	1,930	$	1,057
Allowance for credit losses	(78)		(41)
Total accounts receivable, net	$	1,852	$	1,016

8 Business acquisition

Management is required to make estimates and assumptions of the fair value of assets acquired and liabilities and non-controlling interest assumed in the business combination at the acquisition date. These estimates and assumptions are inherently uncertain and subject to refinement. Therefore, during the measurement period, which may be up to one year from the date of acquisition, the Company will adjust the fair values of the assets and liabilities based on new information about facts and circumstances that existed at the Control Date that, if known, would affect the amounts recognized as of that date. Changes in the provisional amounts may impact goodwill. After the earlier of the end of the measurement period or when the final fair value of the assets and liabilities assumed have been determined, any subsequent adjustments are recorded in the Interim Consolidated Statements of Income.

The Company identifies pre-acquisition contingencies as of the date of acquisition and will continue to assess these contingencies on a quarterly basis throughout the measurement period to determine whether these contingencies should be included in the fair value of assets and liabilities assumed. After the earlier of the end of the measurement period or when the final fair value of the assets and liabilities assumed have been determined, any subsequent changes to the pre-acquisition contingencies that impact the fair value of the assets and liabilities assumed are recorded in the Interim Consolidated Statements of Income.

In the event that the Company acquires a business in which it previously held an equity interest, the Company remeasures the fair value of the investment at the acquisition date, with any difference in the valuation recorded as a net remeasurement gain or loss in the Interim Consolidated Statements of Income. Any pre-existing relationship between the Company and the acquiree is effectively settled with a corresponding gain or loss recorded in the Interim Consolidated Statements of Income, separately, from the business acquisition.

Kansas City Southern

On December 14, 2021, the Company purchased 100% of the issued and outstanding shares of KCS and placed the shares of KCS in a voting trust. Prior to control, KCS was a U.S. Class I railway with approximately 7,000 route miles extending from the Midwest and southeast portions of the United States south to Mexico and connected with all Class I railways. KCS is connected with the Company's network in Kansas City.

On March 15, 2023, the U.S. Surface Transportation Board (the “STB”) issued a final decision approving the Company and KCS’s joint merger application, subject to certain conditions. The Company assumed control of KCS on April 14, 2023 ("Control Date"). Between December 14, 2021 and April 13, 2023 the Company recorded its investment in KCS using the equity method of accounting, see Note 9 Investment in KCS for further discussion. On assuming control, the merger created the only single-line railroad linking the United States, Mexico, and Canada and will enable significant growth for the Company's rail customers.

Accordingly, the Company commenced consolidation of KCS on the Control Date, accounting for the acquisition as a business combination achieved in stages. The results from operations and cash flows have been consolidated prospectively from the Control Date. The Company derecognized its previously held equity method investment in KCS of $44,402 million as of April 13, 2023 and remeasured the investment at its Control Date fair value of $37,227 million, which formed part of the purchase consideration, resulting in a net remeasurement loss of $7,175 million. In addition, a deferred tax recovery of $7,832 million was recognized upon the derecognition of the deferred tax liability computed on the outside basis that the Company had recognized in relation to its investment in KCS while accounted for using the equity method. The fair value of the previously held equity interest in KCS was determined through use of a discounted cash flow approach, which incorporated the Company’s best estimates of long term growth rates, tax rates, discount rates, and terminal multiples.

The identifiable assets acquired, and liabilities and non-controlling interest assumed are measured at their provisional fair values at the Control Date, with certain exceptions. The provisional fair values of the tangible assets were determined using valuation techniques including, but not limited to, the market approach and the cost approach. The significant assumptions used to determine the provisional fair value of the tangible assets included, but were not limited to, a selection of comparable assets and inflation. Presented with the acquired Properties are concession rights and related assets held under the terms of a concession from the Mexican government. The concession expires in June 2047 and is renewable under certain conditions for additional periods, each of up to 50 years.

The provisional fair values of the intangible assets were determined using valuation techniques including, but not limited to, the multi-period excess earnings method, the replacement cost method, the relief from royalty method and the income approach. The significant assumptions used to determine the provisional fair values of the intangible assets included, but were not limited to, the renewal probability and term of the Mexican concession extension, discount rates, earnings before interest, tax, depreciation, and amortization ("EBITDA") margins and terminal growth rates.

During the measurement period, the Company will finalize its allocation of the Control Date fair value of KCS to the acquired assets and assumed liabilities and non-controlling interest to reflect additional information which may become available as to facts and circumstances as of the Control Date. Measurement uncertainty existed at the Control date with respect to, but not limited to, property plant and equipment, materials and supplies, environmental, legal, personal injury and other contingent

liabilities, deferred income taxes, uncertain tax positions and other tax assets or liabilities, pensions and other benefits and other assets and liabilities. During the measurement period, this uncertainty may be resolved due to new information being obtained about facts and circumstances that existed as of the Control Date that, if known, would have affected the amounts recognized for assets and liabilities as of the Control Date. The following table summarizes the preliminary purchase price allocation with the amounts recognized in respect of the identifiable assets acquired and liabilities and non-controlling interest assumed on the Control Date, as well as the fair value of the previously held equity interest in KCS, and reflects the measurement period adjustments recorded during the third quarter:


(in millions of Canadian dollars)	Reported at June 30, 2023		Measurement period adjustments		Reported at September 30, 2023
Net assets acquired:
Cash and cash equivalents	$	298	$	—	$	298
Net working capital	51		(115)		(64)
Properties	28,748		1		28,749
Intangible assets	3,022		—		3,022
Other long-term assets	496		(1)		495
Long-term debt	(4,545)		—		(4,545)
Deferred income taxes	(6,984)		12		(6,972)
Other long-term liabilities	(406)		3		(403)
Total identifiable net assets	$	20,680	$	(100)	$	20,580
Goodwill	17,491		100		17,591
	$	38,171	$	—	$	38,171
Consideration:
Fair value of previously held equity method investment	$	37,227	$	—	$	37,227
Intercompany net balances acquired	12		—		12
Fair value of non-controlling interest	932		—		932
Total	$	38,171	$	—	$	38,171

During the three months ended September 30, 2023, measurement period adjustments were recorded as a result of new information that was obtained about facts and circumstances of certain KCS assets and liabilities at the Control date. The new information was primarily in relation to CPKCM’s VAT assets and liabilities, discussed further in Note 4. These adjustments to the balance sheet had a negligible impact to income in the third quarter of 2023. The Company continues to assess the facts and circumstances relating to the acquired assets and assumed liabilities of KCS at the Control Date.

Acquired cash and cash equivalents of $298 million are presented as an investing activity on the Company's Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2023.

The fair value of net working capital acquired included trade receivables of $698 million and accounts payable and accrued liabilities of $943 million.

Intangible assets of $3,022 million consist of contracts and customer relationships with amortization periods of nine to 22 years as well as U.S. trackage rights and the KCS brand with indefinite estimated useful lives. Included in the acquired Properties are concession rights and related assets held under the terms of a concession from the Mexican government, which have provisional fair values totalling $9,176 million. The concession rights and related assets are amortized over the shorter of the underlying asset lives and the estimated concession term, including one renewal period, of 74 years.

Other long-term liabilities included environmental liabilities of $132 million and legal and personal injury claims of $41 million, which are contingent on the outcome of uncertain future events. The values are measured at amortized cost and evaluated for changes in facts at the end of the reporting period.

The excess of the total consideration, over the amounts allocated to acquired assets and assumed liabilities and the non-controlling interest recognized, was recognized as goodwill of $17,591 million. All of the goodwill has been assigned to the rail transportation segment. None of the goodwill is expected to be deductible for income tax purposes.

The Interim Consolidated Statements of Income for the three and nine months ended September 30, 2023 included revenue of $1,208 million and $2,206 million and net income attributable to controlling shareholders of $224 million and $362 million from KCS from the period of April 14, 2023 to September 30, 2023. On a pro forma basis, if the Company had consolidated KCS starting January 1, 2022, the revenue and earnings of the combined entity would be as follows for the three and nine months ended September 30, 2023 and September 30, 2022:


	Three Months Ended September 30, 2023				Three Months Ended September 30, 2022
(in millions of Canadian dollars)	KCS Historical(1)		Pro Forma CPKC		KCS Historical(1)		Pro Forma CPKC
Revenue	$	—	$	3,339	$	1,152	$	3,466
Net income attributable to controlling shareholders	—		780		263		861

(1) KCS's results were translated into Canadian dollars at the Bank of Canada daily exchange rate for the three months ended September 30, 2022 with effective exchange rate of $1.30.


	Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
(in millions of Canadian dollars)	KCS Historical(1)		Pro Forma CPKC		KCS Historical(1)		Pro Forma CPKC
Revenue	$	1,351	$	10,133	$	3,216	$	9,578
Net income attributable to controlling shareholders	280		2,151		748		2,879

(1) KCS's results were translated into Canadian dollars at the Bank of Canada daily exchange rate for the period from January 1 to April 13, 2023 and nine months ended September 30, 2022 with effective exchange rates of $1.35 and $1.28, respectively.

For the nine months ended September 30, 2023 and three and nine months ended September 30, 2022, the supplemental pro forma Net income attributable to controlling shareholders for the combined entity were adjusted for:

•the removal of the remeasurement loss of $7,175 million upon the derecognition of CPRL's previously held equity method investment in KCS from the three and nine months ended September 30, 2023, which included the reclassification of associated accumulated other comprehensive income to retained earnings; and recognition of this remeasurement loss in the three months ended March 31, 2022;

•depreciation and amortization of differences between the historic carrying value and the preliminary fair value of tangible and intangible assets and investments prior to the Control Date;

•amortization of differences between the carrying amount and the fair value of debt through net interest expense prior to the Control Date;

•the elimination of intercompany transactions prior to the Control Date between the Company and KCS;

•miscellaneous amounts have been reclassified across revenue, operating expenses, and non-operating income or expense, consistent with CPKC's financial statement captions;

•the removal of equity earnings from KCS, previously held as an equity method investment prior to the Control Date, of $230 million, $221 million, and $627 million for the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, respectively;

•estimated transaction costs expected to be incurred by the Company; and

•income tax adjustments including:

◦the derecognition of a deferred tax recovery of $7,832 million for the nine months ended September 30, 2023 related to the elimination of the deferred tax liability on the outside basis difference of the investment in KCS; and recognition of this deferred tax recovery in the three months ended March 31, 2022;

◦the derecognition of a deferred tax recovery for the nine months ended September 30, 2023 on CPKC unitary state apportionment changes; and recognition of these CPKC unitary state apportionment changes in the three months ended March 31, 2022;

◦a deferred tax recovery prior to the Control Date on amortization of fair value adjustments to investments, properties, intangible assets and debt; and

◦a current tax recovery on transaction costs expected to be incurred by CPKC.

During the three and nine months ended September 30, 2023, the Company incurred $24 million and $158 million, in acquisition-related costs, respectively, of which:

•$1 million and $64 million were recorded in "Compensation and benefits" primarily related to severance costs, retention and synergy related incentive compensation costs;

•$22 million and $87 million were recorded within "Purchased services and other" including third party purchased services, and payments made to certain communities across the combined network to address the environmental and social impacts of increased traffic as required by voluntary agreements with communities and conditions imposed by the STB pursuant to the STB's final decision approving the Company and KCS's joint merger application, including, but not limited to, payments related to new crossings, closure of existing crossings and other infrastructure projects;

•$1 million and $1 million were recorded within "Materials"; and

•$nil and $6 million, were recorded within "Other expense".

Acquisition-related costs of $nil and $11 million incurred by KCS during the three and nine months ended September 30, 2023 were included within "Equity earnings of Kansas City Southern".

During the three and nine months ended September 30, 2022, the Company incurred $18 million and $57 million, in acquisition-related costs, respectively, recorded within "Purchased services and other". Acquisition-related costs of $12 million and

$39 million incurred by KCS during the three and nine months ended September 30, 2022 were included within "Equity earnings of Kansas City Southern".

9 Investment in KCS

On April 14, 2023 the Company assumed control of KCS and subsequently derecognized its previously held equity method investment in KCS of $44,402 million as of April 13, 2023 (December 31, 2022 - $45,091 million).

For the period January 1 to April 13, 2023, the Company recognized $230 million of equity earnings of KCS (nine months ended September 30, 2022 - $627 million), and received dividends from KCS for the period January 1 to April 13, 2023 of $300 million (nine months ended September 30, 2022 - $593 million). The foreign currency translation of the investment in KCS for the period January 1 to April 13, 2023, totaled a loss of $578 million (nine months ended September 30, 2022 - gain of $3,445 million). Included within the equity earnings of KCS recognized for the period January 1 to April 13, 2023 was amortization (net of tax) of basis differences of $48 million (nine months ended September 30, 2022 - $121 million). These basis differences relate to depreciable property, plant and equipment, intangible assets with definite lives, and long-term debt, and are amortized over the related assets' remaining useful lives and the remaining terms to maturity of the debt instruments.

The following table presents summarized financial information for KCS, on its historical cost basis:

Statement of Income


(in millions of Canadian dollars)(1)	For the period January 1 to April 13, 2023		For the three months ended September 30, 2022		For the nine months ended September 30, 2022
Total revenues	$	1,351	$	1,152	$	3,216
Total operating expenses	888		728		2,024
Operating income	463		424		1,192
Less: Other(2)	83		67		164
Income before income taxes	380		357		1,028
Net income	$	280	$	263	$	748

(1) Amounts translated at the average FX rate for the three months ended September 30, 2022 of $1.00 USD = $1.30 CAD. Also, for the period January 1 to April 13, 2023 and nine months ended September 30, 2022 of $1.00 USD= $1.35 CAD and $1.00 USD = $1.28 CAD, respectively.

(2) Includes Equity in net earnings of KCS's affiliates, Interest expense, FX loss, and Other income, net.

10 Goodwill


(in millions of Canadian dollars)	Net carrying amount
Balance as at December 31, 2022	$	344
Additions (Note 8)	17,591
Foreign exchange impact	212
Balance as at September 30, 2023	$	18,147

Additions to Goodwill in 2023 represents the excess of the purchase price over the estimated fair value of net assets acquired in the business acquisition of KCS. The goodwill represents future growth opportunities, synergies and an assembled workforce.

11 Intangible assets


(in millions of Canadian dollars)	Cost		Accumulated amortization		Net carrying amount
Balance as at December 31, 2022	$	66	$	(24)	$	42
Additions (Note 8)	3,022		—		3,022
Amortization	—		(40)		(40)
Foreign exchange impact	37		—		37
Balance as at September 30, 2023	$	3,125	$	(64)	$	3,061

12 Debt

During the nine months ended September 30, 2023, the Company repaid U.S. $350 million ($479 million) 4.450% 12.5-year Notes at maturity, and U.S. $439 million ($592 million) of 3.00% 10-year Senior Notes at maturity by release of funds from the trustee as discussed below in “Satisfaction and Discharge of KCS 2023 Notes”.

Credit facility

Effective May 11, 2023, the Company entered into a second amended and restated credit agreement to extend the maturity dates and increase the total amount available under the facility. The amended revolving credit facility increased the aggregate commitments under the second amended and restated credit agreement from U.S. $1.3 billion to U.S. $2.2 billion, and extended the maturity dates of the five year facility and two year facility from September 27, 2026 to May 11, 2028, and September 27, 2023 to May 11, 2025, respectively. As at September 30, 2023, the revolving credit facility was undrawn (December 31, 2022 - undrawn). The Company also terminated the legacy KCS credit facility effective May 11, 2023.

Commercial paper program

The Company has a commercial paper program which enables it to issue commercial paper up to a maximum aggregate principal amount of U.S. $1.5 billion in the form of unsecured promissory notes. On July 12, 2023, the Company increased the maximum aggregate principal amount of commercial paper available to be issued from U.S. $1.0 billion to U.S $1.5 billion. This commercial paper program is backed by the U.S. $2.2 billion revolving credit facility. As at September 30, 2023, the Company had total commercial paper borrowings outstanding of U.S. $300 million ($406 million) included in "Long-term debt maturing within one year" on the Company's Interim Consolidated Balance Sheets (December 31, 2022 - $nil). The weighted-average interest rate on these borrowings as at September 30, 2023 was 5.54%. The Company presents issuances and repayments of commercial paper, all of which have a maturity of less than 90 days, in the Company's Interim Consolidated Statements of Cash Flows on a net basis. The Company also terminated the legacy KCS commercial paper program effective May 19, 2023.

KCS Debt Exchange

On March 20, 2023, the Company announced the commencement of offers to exchange any and all validly tendered (and not validly withdrawn notes) and accepted notes of seven series, each previously issued by KCS (the "Old Notes") for notes issued by Canadian Pacific Railway Company ("CPRC") (the "CPRC Notes"), a wholly owned subsidiary of CPKC, and unconditionally guaranteed on an unsecured basis by CPKC. Each series of CPRC Notes has the same interest rates, interest payment dates, maturity dates, and substantively the same optional redemption provisions as the corresponding series of Old Notes.

In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered prior to March 31, 2023 (the "Early Participation Date") and not validly withdrawn, holders of Old Notes received consideration consisting of U.S. $1,000 principal amount of CPRC Notes and a cash amount of U.S. $1.00. This total consideration included an early participation premium, consisting of U.S. $30 principal amount of CPRC Notes per U.S. $1,000 principal amount of Old Notes. In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered after the Early Participation Date but prior to the expiration of the exchange offers on April 17, 2023 (the "Expiration Date") and not validly withdrawn, holders of Old Notes received consideration consisting of U.S. $970 principal amount of CPRC Notes and a cash amount of U.S. $1.00. On April 19, 2023, the exchange offerings were settled as follows:

(in millions of U.S. dollars, except percentages)


Series of Old Notes Subject to Exchange			Aggregate Principal Amount Tendered and Consents Received		Percentage of Total Outstanding Principal Amount of such Series of Old Notes Tendered and Consenting		Series of CPRC Notes Issued by CPRC			Aggregate Principal Amount of CPRC Notes Issued
3.125	%	Senior Notes due 2026	$	227	90.8	%	3.125	%	Notes due 2026	$	227
2.875	%	Senior Notes due 2029	415		97.6	%	2.875	%	Notes due 2029	415
4.300	%	Senior Notes due 2043	448		100.0	%	4.300	%	Notes due 2043	448
4.950	%	Senior Notes due 2045	463		92.8	%	4.950	%	Notes due 2045	463
4.700	%	Senior Notes due 2048	498		99.6	%	4.700	%	Notes due 2048	498
3.500	%	Senior Notes due 2050	543		98.7	%	3.500	%	Notes due 2050	543
4.200	%	Senior Notes due 2069	420		98.9	%	4.200	%	Notes due 2069	420
Total			$	3,014	97.3	%				$	3,014

The debt exchange was accounted for as a modification of debt as the financial terms of the CPRC Notes do not differ from the Old Notes of KCS and there is no substantial difference between the present value of cash flows under each respective set of notes. During the three and nine months ended September 30, 2023, the Company incurred $nil and $12 million, respectively of

costs associated with the debt exchange, recorded within "Other expense". These charges, along with amounts paid to noteholders upon execution of the debt exchange in the second quarter of 2023, totalling $2 million and $17 million for the three and nine months ended September 30, 2023 respectively, have been classified as "Acquisition-related financing fees" within the Company's Interim Consolidated Statements of Cash Flows.

Satisfaction and Discharge of KCS 2023 Notes

On April 24, 2023, KCS irrevocably deposited U.S. $647 million of non-callable government securities ("Treasury notes") with the trustee of two series of notes that mature in 2023 and were not included within the KCS debt exchange (the "KCS 2023 Notes") to satisfy and discharge KCS's obligations under the KCS 2023 Notes. As a result of the satisfaction and discharge, the obligations of the Company under the indenture with respect to the KCS 2023 Notes have been terminated, except those provisions of the indenture that, by their terms, survive the satisfaction and discharge. The Company utilized existing cash resources and issuances of commercial paper to fund the satisfaction and discharge. On May 15, 2023 the U.S. $439 million 3.00% Senior Notes were repaid by release of funds from the trustee. The remaining KCS 2023 Notes as well as the short-term investment in Treasury notes will be reported on the Company’s Interim Consolidated Balance Sheets until their maturity date. The balance of principal and interest outstanding as of September 30, 2023 on the 3.85% Senior Notes maturing November 2023 was U.S. $202 million. In the Company's Interim Consolidated Statements of Cash Flows, the government securities of U.S. $447 million ($600 million) purchased towards the settlement of the May maturity were treated as a cash equivalent, with settlement ultimately presented within financing activities as a repayment of long-term debt; the purchase of government securities of U.S. $198 million ($267 million) towards the settlement of the November maturity was presented within investing activities. This transaction, along with the debt exchange mentioned above, relieved KCS from continuous disclosure obligations.

13 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 established by GAAP 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 may include cash and cash equivalents, accounts receivable, short-term investments, accounts payable and accrued liabilities, and short-term borrowings including commercial paper and term loans. The carrying values of short-term financial instruments approximate their fair values.

The carrying value of the Company’s long-term debt and finance lease liabilities does not approximate their fair value. Their estimated fair values have 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 period end. All measurements are classified as Level 2. The Company’s long-term debt and finance lease liabilities, including current maturities, with a carrying value of $23,140 million as at September 30, 2023 (December 31, 2022 - $19,651 million), had a fair value of $20,656 million (December 31, 2022 - $17,720 million).

B. Financial risk management

FX management

Net investment hedge

The effect of the Company's net investment hedge for the three and nine months ended September 30, 2023 was an unrealized FX loss of $163 million and $1 million, respectively (three and nine months ended September 30, 2022 - unrealized FX loss of $440 million and $558 million, respectively) recognized in “Other comprehensive income (loss)”.

Foreign currency derivative instruments

The Company’s Mexican subsidiaries have net U.S. dollar-denominated monetary assets 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 net monetary assets denominated in Mexican pesos that are subject to periodic re-measurement and settlement that create fluctuations within "Other expense". The Company has hedged its net exposure to Mexican peso/U.S dollar fluctuations in earnings with foreign currency forward contracts. The foreign currency forward contracts involve the Company’s agreement to buy or sell pesos at an agreed-upon exchange rate on a future date.

As at September 30, 2023, the Company had outstanding foreign currency forward contracts to purchase a notional value of U.S. $215 million. These outstanding contracts are at a weighted-average exchange rate of Ps.20.61 per U.S. $1.00, and have a term of less than one year. The Company has not designated any of the foreign currency derivative contracts as hedging instruments for accounting purposes. The Company measures the foreign currency derivative contracts at fair value each period and

recognizes any change in "Other expense". The cash flows associated with these instruments are classified as "Operating activities" within the Interim Consolidated Statements of Cash Flows.

During the three months ended September 30, 2023, the Company recorded a loss of $nil related to foreign exchange currency forwards. Following the acquisition of control of KCS on April 14, 2023 and through the period ended September 30, 2023, the Company recorded a loss of $24 million related to foreign exchange currency forwards. As at September 30, 2023, the fair value of outstanding foreign exchange contracts included in "Accounts payable and accrued liabilities" was $46 million.

Offsetting

The Company’s foreign currency forward contracts are executed with counterparties in the U.S. and are governed by International Swaps and Derivatives Association agreements that include standard netting arrangements. Asset and liability positions from contracts with the same counterparty are net settled upon maturity/expiration and presented on a net basis in the Interim Consolidated Balance Sheets prior to settlement.

14 Pension and other benefits

In the three and nine months ended September 30, 2023, the Company made contributions to its defined benefit pension plans of $4 million and $13 million, respectively (three and nine months ended September 30, 2022 - $5 million and $12 million, respectively).

Net periodic benefit costs for defined benefit pension plans and other benefits included the following components:


	For the three months ended September 30
	Pensions				Other benefits				Total
(in millions of Canadian dollars)	2023		2022		2023		2022		2023		2022
Current service cost (benefits earned by employees)	$	18	$	37	$	2	$	3	$	20	$	40
Other components of net periodic benefit (recovery) cost:
Interest cost on benefit obligation	122		95		5		4		127		99
Expected return on plan assets	(220)		(240)		—		—		(220)		(240)
Recognized net actuarial loss	8		39		—		—		8		39

Total other components of net periodic benefit (recovery) cost	(90)		(106)		5		4		(85)		(102)
Net periodic benefit (recovery) cost	$	(72)	$	(69)	$	7	$	7	$	(65)	$	(62)


	For the nine months ended September 30
	Pensions				Other benefits				Total
(in millions of Canadian dollars)	2023		2022		2023		2022		2023		2022
Current service cost (benefits earned by employees)	$	53	$	111	$	7	$	8	$	60	$	119
Other components of net periodic benefit (recovery) cost:
Interest cost on benefit obligation	365		287		16		12		381		299
Expected return on plan assets	(661)		(719)		—		—		(661)		(719)
Recognized net actuarial loss	24		115		—		1		24		116
Amortization of prior service costs	1		—		1		—		2		—
Total other components of net periodic benefit (recovery) cost	(271)		(317)		17		13		(254)		(304)
Net periodic benefit (recovery) cost	$	(218)	$	(206)	$	24	$	21	$	(194)	$	(185)

15 Stock-based compensation

As at September 30, 2023, the Company had several stock-based compensation plans including stock option plans, various cash-settled liability plans, and an employee share purchase plan. These plans resulted in an expense for the three and nine months ended September 30, 2023 of $13 million and $84 million, respectively (three and nine months ended September 30, 2022 - expense of $21 million and $67 million, respectively).

Stock option plans

In the nine months ended September 30, 2023, under the Company’s stock option plans, the Company issued 856,332 options at the weighted-average price of $105.82 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 after seven years.

Under the fair value method, the fair value of the stock options at grant date was approximately $26 million. The weighted-average fair value assumptions were approximately:


			For the nine months ended September 30, 2023
Expected option life (years)(1)			4.75
Risk-free interest rate(2)			3.35%
Expected share price volatility(3)			28.44%
Expected annual dividends per share(4)			$0.760
Expected forfeiture rate(5)			3.18%
Weighted-average grant date fair value per option granted during the period			$29.79

(1)Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour or, when available, specific expectations regarding future exercise behaviour were used to estimate the expected life of the option.

(2)Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected option life.

(3)Based on the historical volatility of the Company’s share price over a period commensurate with the expected term of the option.

(4)Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option.

(5)The Company estimates forfeitures based on past experience. This rate is monitored on a periodic basis.

Performance share unit plans

During the nine months ended September 30, 2023, the Company issued 891,411 Performance Share Units ("PSUs") with a grant date fair value of approximately $96 million and 26,333 Performance Deferred Share Units ("PDSUs") with a grant date fair value, including the value of expected future matching units, of approximately $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 approximately three to four years after the grant date, contingent upon the Company’s performance ("performance factor"). The fair value of these PSUs and PDSUs is measured periodically until settlement. Vested PSUs are settled in cash. Vested PDSUs are settled in cash pursuant to the Deferred Share Unit ("DSU") Plan and are eligible for a 25% match if the holder has not exceeded their share ownership requirements, and are paid out only when the holder ceases their employment with the Company.

The performance period for 544,175 PSUs and all PDSUs issued in the nine months ended September 30, 2023 is January 1, 2023 to December 31, 2025 and the performance factors are Free Cash Flow ("FCF"), Total Shareholder Return ("TSR") compared to the S&P/TSX 60 Index, and TSR compared to the S&P 500 Industrials Index. The performance period for the remaining 347,236 PSUs is April 28, 2023 to December 1, 2026 and the performance factors are annualized earnings before interest, tax, depreciation, and amortization ("EBITDA"), and TSR compared to Class I Railways.

The performance period for 489,990 PSUs and 50,145 PDSUs issued in 2020 was January 1, 2020 to December 31, 2022, and the performance factors for these PSUs were Return on Invested Capital ("ROIC"), TSR compared to the S&P/TSX 60 Index, and TSR compared to Class I Railways. The resulting payout was 180% of the outstanding units multiplied by the Company's average share price calculated using the last 30 trading days preceding December 31, 2022. In the first quarter of 2023, payouts occurred on 459,358 PSUs outstanding, including dividends reinvested, totalling $87 million. The 45,058 PDSUs that vested on December 31, 2022 for a total fair value of $11 million, including dividends reinvested and matching units, will payout in the future pursuant to the DSU plan (as described above).

16 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 September 30, 2023 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 amended and reduced to $315 million (the “AGQ Action”). The AGQ Action alleges that: (i) the Company was responsible for the 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 $15 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 as 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. 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 a recent 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 judgment motion was argued and taken under advisement on June 9, 2022, and decision is pending. On May 23, 2023, the case management judge stayed the proceedings pending the outcome of the appeal in the Canadian consolidated claims.

(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 United States First Circuit Court of Appeals, which dismissed the plaintiffs' appeal on June 2, 2021. The

plaintiffs further petitioned the United States 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 judgment motions which has been reviewed and confirmed following motions by the parties for clarification and reconsideration. Final briefs of dispositive motions for summary judgment 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 judgment 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 have been fully briefed. Decision is pending.

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 $215 million, should be apportioned between the Company and Alberta. As a result, at this time, the Company cannot reasonably estimate the amount of damages for which it is liable under the ruling of the Court. The Company has filed an appeal of the Court’s decision.

2014 Tax Assessment

On April 13, 2022, the SAT issued an assessment to CPKCM, a wholly-owned subsidiary of the Company, for Ps.5,525 million ($424 million) for the fiscal year 2014, which included inflation, interest, and penalties. On July 7, 2022, CPKCM filed with the SAT an administrative challenge (recurso de revocación) against the assessment. On September 26, 2022, the SAT withdrew the administrative challenge. On November 10, 2022, CPKCM filed an administrative lawsuit against the withdrawal of the administrative challenge. As part of the lawsuit, CPKCM asked the Court for an injunction to avoid the collection by the SAT of the 2014 assessment. On December 7, 2022, the Administrative Court admitted the annulment lawsuit filed by CPKCM. On February 10, 2023, the SAT filed its response to the lawsuit. On March 15, 2023, the lawsuit was opened to the evidentiary stage. On September 30, 2023, the evidentiary stage was closed. On October 19, 2023, CPKCM filed their final arguments with the Court. The SAT had until October 23, 2023, to file their final arguments to the Court. A resolution from the Administrative Court is expected by the first quarter of 2024. The decision from the Administrative Court may be appealed by CPKCM or the SAT.

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 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 and nine months ended September 30, 2023 was $2 million and $6 million, respectively (three and nine months ended September 30, 2022 - $1 million and $5 million, respectively). 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 September 30, 2023 was $231 million (December 31, 2022 - $83 million) including liabilities recognized with the acquisition of KCS. Payments are expected to be made over 10 years through 2032.

2023 Business Interruption Insurance Settlement

During the third quarter of 2023, the Company realized gain contingencies of $51 million recorded to "Purchased services and other", as a result of settlements reached with insurers for business interruption losses incurred by the Company related to wildfires and floods in B.C.in 2021.

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 for the three and nine months ended September 30, 2023 in Item 1. Financial Statements, other information in this report, and Item 8. Financial Statements and Supplementary Data of the Company's 2022 Annual Report on Form 10-K. Except where otherwise indicated, all financial information reflected herein is expressed in Canadian dollars.

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.

KCS Acquisition

On March 15, 2023, the United States ("U.S.") Surface Transportation Board ("STB") issued a final decision approving the Canadian Pacific Railway Limited (“CPRL" or "CP") and Kansas City Southern ("KCS") joint merger application, subject to certain conditions. On March 17, 2023 CP announced its acceptance of the STB final decision and its intent to assume control of KCS on April 14, 2023 (the "Control Date"). On the Control Date, the voting trust was terminated and CP assumed control of KCS (through an indirect wholly owned subsidiary), and changed CPRL's name to Canadian Pacific Kansas City Limited ("CPKC").

CPKC owns and operates the only freight railway spanning Canada, the U.S. and Mexico. CPKC provides rail and intermodal transportation services over a network of approximately 20,000 miles, directly serving principal business centres in Canada, the U.S. and Mexico.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, references to "CPKC", "the Company", 'we", "our", or "us" are to Canadian Pacific Kansas City Limited and its subsidiaries, which includes KCS as a consolidated subsidiary on and from April 14, 2023. Prior to April 14, 2023, KCS was held as an equity investment accounted for by the equity method of accounting.

Specific risk factors related to the KCS acquisition are included in Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

Executive Summary

Third Quarter of 2023 Results

•Financial performance - In the third quarter of 2023, the Company reported Diluted earnings per share ("EPS") of $0.84, a decrease of 13% compared to the same period of 2022. Core adjusted combined diluted EPS was $0.92, a decrease of 9% compared to the same period of 2022. The Company reported an Operating ratio of 64.9%, a 540 basis point increase compared to the same period of 2022. Core adjusted combined operating ratio was 61.7%, a 190 basis point increase compared to the same period of 2022. Core adjusted combined diluted EPS and Core adjusted combined operating ratio are defined and reconciled in Non-GAAP Measures of this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In the third quarter of 2023, net income from KCS was $224 million compared to KCS equity earnings of $221 million in the same period of 2022. The higher overall contribution from KCS was primarily due to a decrease in net interest expense as a result of the completion of the debt exchange as described in Prior Developments below, partially offset by the unfavourable impact of changes in fuel prices. In the third quarter of 2023, KCS contributed $328 million to Operating income, which increased CPKC's operating ratio by 4.6%.

•Total revenues - Total revenues increased by 44% in the third quarter of 2023 to $3,339 million, compared to the same period of 2022. This increase was primarily due to the impact of the KCS acquisition, increased freight revenue per RTM, and higher volumes of Grain, partially offset by lower volumes of Potash, Intermodal, crude and frac sand.

Prior Developments

•On June 28, 2023, CPKC, CSX Corporation ("CSX"), and Genesee & Wyoming Inc. ("G&W") announced they have reached agreements that, when completed, will create a new direct CPKC-CSX interchange connection in Alabama. As part of the series of proposed transactions, CPKC and CSX will each acquire or operate portions of Meridian & Bigbee Railroad, L.L.C., a G&W-owned railway in Mississippi and Alabama, to establish a new freight corridor for shippers that connects Mexico and Texas with the U.S. Southeast. Certain portions of the transactions are subject to regulatory review and approval from, or exemption by, the U.S. STB.

•On April 14, 2023, CPKC announced the appointment of David Garza-Santos, Ambassador Antonio Garza (Ret.), Henry Maier and Janet Kennedy, each former directors of KCS, to the Board of Directors of CPRC, effective immediately. Mr. Garza-Santos, Mr. Garza, Mr. Maier and Ms. Kennedy were also elected, along with all nine other director nominees, to the board of CPKC at CPKC’s 2023 Annual Meeting of Shareholders, which was held on June 15, 2023.

•On March 20, 2023, the Company announced the commencement of offers to exchange any and all validly tendered (and not validly withdrawn notes) and accepted notes of seven series, each previously issued by KCS (the "Old Notes") for notes to be issued by Canadian Pacific Railway Company ("CPRC") (the "CPRC" Notes"), a wholly-owned subsidiary of CPKC, and to be unconditionally guaranteed on an unsecured basis by CPKC. The exchange offers expired on April 17, 2023. On April 19, 2023, U.S. $3,014 million of Old Notes of such seven series were tendered and accepted in exchange for U.S. $3,014 million of CPRC Notes in seven corresponding series. Each series of CPRC Notes has the same interest rates, interest payment dates, maturity dates, and substantively the same optional redemption provisions as the corresponding series of Old Notes.

On April 24, 2023, KCS irrevocably deposited U.S. $647 million of non-callable government securities with the trustee of two series of notes that mature in 2023 and were not included within the KCS debt exchange (the "KCS 2023 Notes") to satisfy and discharge KCS's obligations under two series of notes that mature in 2023 and were not included within the KCS debt exchange. The remaining KCS 2023 Notes are presented on the Company’s Consolidated Balance Sheets until their maturity date. This transaction, along with the debt exchange offers mentioned above, relieved KCS from continuous disclosure obligations.

•On March 17, 2023, the Company announced the executive leadership team that will lead CPKC.

Performance Indicators

The following table lists the key measures of the Company’s operating performance:


	For the three months ended September 30			For the nine months ended September 30
	2023	2022	% Change	2023	2022	% Change
Operations Performance
Gross ton-miles (“GTMs”) (millions)	90,987	68,482	33	247,086	199,512	24
Train miles (thousands)	10,979	7,237	52	28,813	21,390	35





Fuel efficiency (U.S. gallons of locomotive fuel consumed / 1,000 GTMs)	1.036	0.927	12	1.019	0.949	7

Total employees (average)	20,310	13,004	56	17,608	12,427	42

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. Results of 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 third quarter of 2023 was primarily due to the impact of the KCS acquisition and higher volumes of Grain, partially offset by lower volumes of Potash, Intermodal and crude.

The increase in GTMs in the first nine months of 2023 was primarily due to the impact of the KCS acquisition and higher volumes of Canadian grain, partially offset by lower volumes of U.S. grain, Potash, and crude.

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, indicate improved train productivity. The increase in train miles in the third quarter of 2023 reflects the impact of a 33% increase in workload (GTMs), and a 12% decrease in average train weights, which was primarily due to the impact of the KCS acquisition.

The increase in train miles in the first nine months of 2023 reflected the impact of a 24% increase in workload (GTMs) and a 7% decrease in average train weights, which was primarily due to the impact of the KCS acquisition.

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. The decrease in fuel efficiency in the third quarter and in the first nine months of 2023 was due to a decrease in average train weights by 12% and 7% respectively, which was primarily due to the impact of the KCS acquisition.

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 to total compensation and benefits costs.

The average number of employees increased by 56% and 42% for the three and nine months ended September 30, 2023, respectively, compared to the same periods of 2022. The increase in the average number of employees was due to the acquisition of KCS and to support anticipated future volume growth.

Financial Highlights

The following table presents selected financial data related to the Company’s financial results as of, and for the three and nine months ended, September 30, 2023 and the comparative figures in 2022. The financial highlights should be read in conjunction with Item 1. Financial Statements and this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


	For the three months ended September 30						For the nine months ended September 30
(in millions, except per share data, percentages and ratios)	2023			2022			2023			2022
Financial Performance
Total revenues	$	3,339		$	2,312		$	8,779		$	6,352
Operating income	1,173			937			2,946			2,340



Net income attributable to controlling shareholders	780			891			2,904			2,246

Basic EPS	0.84			0.96			3.12			2.42
Diluted EPS	0.84			0.96			3.11			2.41

Core adjusted combined diluted EPS(1)	0.92			1.01			2.66			2.63
Dividends declared per share	0.19			0.19			0.57			0.57









Financial Ratios
Operating ratio(2)	64.9		%	59.5		%	66.4		%	63.2		%
Core adjusted combined operating ratio(1)	61.7		%	59.8		%	63.3		%	62.0		%

(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 Non-GAAP Measures of this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(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 revenue is generated from leasing of certain assets, interline switching fees, and other arrangements, including contracts with passenger service operators and logistical services.


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	3,266	$	2,264	$	1,002	44
Non-freight revenues (in millions)	73		48		25		52
Total revenues (in millions)	$	3,339	$	2,312	$	1,027	44
Carloads (in thousands)	1,129.3		730.0		399.3		55
Revenue ton-miles (in millions)	49,320		37,569		11,751		31
Freight revenue per carload (in dollars)	$	2,892	$	3,101	$	(209)	(7)
Freight revenue per revenue ton-mile (in cents)	6.62		6.03		0.59		10

Total Revenues

The increase in Freight revenues in the third quarter of 2023 was primarily due to the impact of the KCS acquisition of $1,187 million, higher freight rates, higher volumes of Grain, and the favourable impact of the change in FX, partially offset by lower volumes of Potash, Intermodal, and crude, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. The increase in Non-freight revenues was primarily due to the impact of the KCS acquisition of $21 million, higher leasing revenue, and higher revenue from passenger service operators.

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 third quarter of 2023 was primarily due to the impact of the KCS acquisition and higher volumes of Grain, partially offset by lower volumes of Potash, Intermodal, and crude. Carloads have increased more than RTMs due to the impact of the acquisition of KCS, which has a shorter average length of haul.

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 third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher freight rates, and the favourable impact of the change in FX of $33 million, partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices of $142 million and lower intermodal ancillary revenue.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	8,584	$	6,214	$	2,370	38
Non-freight revenues (in millions)	195		138		57		41
Total revenues (in millions)	$	8,779	$	6,352	$	2,427	38
Carloads (in thousands)	2,878.5		2,068.4		810.1		39
Revenue ton-miles (in millions)	134,229		109,355		24,874		23
Freight revenue per carload (in dollars)	$	2,982	$	3,004	$	(22)	(1)
Freight revenue per revenue ton-mile (in cents)	6.40		5.68		0.72		13

Total Revenues

The increase in Freight revenues in the first nine months of 2023 was primarily due to the impact of the KCS acquisition of $2,166 million, increased freight revenue per RTM, and higher volumes of Canadian grain, partially offset by lower volumes of U.S. grain, Potash, and crude. The increase in Non-freight revenues was primarily due to the impact of the KCS acquisition of $40 million, higher leasing revenue, higher interline switching fees, and higher revenue from passenger service operators.

RTMs

The increase in RTMs in the first nine months of 2023 was primarily due to the impact of the KCS acquisition and higher volumes of Canadian grain, partially offset by lower volumes of U.S. grain, Potash, and crude. Carloads have increased more than RTMs due to the impact of the KCS acquisition, which has a shorter average length of haul.

Freight Revenue per RTM

The increase in freight revenue per RTM in the first nine months of 2023 was primarily due to higher freight rates and the favourable impact of the change in FX of $160 million, partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices of $135 million.

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 $401 million in the third quarter of 2023, an increase of $8 million, or 2%, from $393 million in the same period of 2022. This increase was primarily due to the impact of the KCS acquisition and the favourable impact of the change in FX, partially offset by lower fuel prices and the unfavourable impact from the timing of recoveries under the Company's fuel cost adjustment program.

In the first nine months of 2023, fuel surcharge revenues were $1,116 million, an increase of $175 million, or 19%, from $941 million in the same period of 2022. This increase was primarily due to the impact of the KCS acquisition, the favourable impact from the timing of recoveries under the Company's fuel cost adjustment program, and the favourable impact of the change in FX, partially offset by lower fuel prices.

Lines of Business

Grain


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	600	$	391	$	209	53
Carloads (in thousands)	127.4		87.6		39.8		45
Revenue ton-miles (in millions)	12,284		7,577		4,707		62
Freight revenue per carload (in dollars)	$	4,710	$	4,463	$	247	6
Freight revenue per revenue ton-mile (in cents)	4.88		5.16		(0.28)		(5)

The increase in Grain revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher volumes of Canadian grain to Thunder Bay, Ontario and Vancouver, British Columbia ("B.C.") due to prior year drought conditions that impacted the 2021-2022 crop size, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by decreased freight revenue per RTM due to the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. RTMs increased more than carloads due to moving higher volumes of Canadian grain to Vancouver, which has a longer length of haul.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	1,652	$	1,121	$	531	47
Carloads (in thousands)	349.2		255.4		93.8		37
Revenue ton-miles (in millions)	33,245		23,335		9,910		42
Freight revenue per carload (in dollars)	$	4,731	$	4,389	$	342	8
Freight revenue per revenue ton-mile (in cents)	4.97		4.80		0.17		4

The increase in Grain revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, higher volumes of Canadian grain to Vancouver and Thunder Bay due to prior year drought conditions that impacted the 2021-2022 crop size, and increased freight revenue per RTM. This increase was partially offset by moving lower volumes of U.S. corn from the U.S. Midwest to western Canada primarily due to an improved Canadian harvest for the 2022-2023 crop year and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates. RTMs increased more than carloads due to moving higher volumes of Canadian grain to Vancouver, which has a longer length of haul.

Coal


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	229	$	156	$	73	47
Carloads (in thousands)	128.4		71.6		56.8		79
Revenue ton-miles (in millions)	6,081		3,857		2,224		58
Freight revenue per carload (in dollars)	$	1,783	$	2,179	$	(396)	(18)
Freight revenue per revenue ton-mile (in cents)	3.77		4.04		(0.27)		(7)

The increase in Coal revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher volumes of Canadian coal to Vancouver as a result of prior year production challenges at the mines, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by lower volumes of Canadian coal to Kamloops, B.C. and decreased freight revenue per RTM. Freight revenue per RTM decreased due to the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	603	$	458	$	145	32
Carloads (in thousands)	315.6		213.2		102.4		48
Revenue ton-miles (in millions)	15,700		12,037		3,663		30
Freight revenue per carload (in dollars)	$	1,911	$	2,148	$	(237)	(11)
Freight revenue per revenue ton-mile (in cents)	3.84		3.80		0.04		1

The increase in Coal revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, higher volumes of Canadian coal to Vancouver as a result of prior year production challenges at the mines, higher volumes of U.S. coal, higher volumes of Canadian coal to Thunder Bay, and increased freight revenue per RTM. This increase was partially offset by lower volumes of Canadian coal to Kamloops and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. 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 September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	133	$	170	$	(37)	(22)
Carloads (in thousands)	34.9		45.7		(10.8)		(24)
Revenue ton-miles (in millions)	3,736		5,164		(1,428)		(28)
Freight revenue per carload (in dollars)	$	3,811	$	3,720	$	91	2
Freight revenue per revenue ton-mile (in cents)	3.56		3.29		0.27		8

The decrease in Potash revenue in the third quarter of 2023 was primarily due to lower volumes of export potash to Vancouver as a result of the International Longshore and Warehouse Union's ("ILWU") strike in July, lower volumes of export potash to the U.S. Pacific Northwest as a result of an equipment failure at the Port of Portland, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. This decrease was partially offset by increased freight revenue per RTM, higher volumes of export potash to Chicago, Illinois and Kansas City, Missouri, and higher volumes of domestic potash. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX. RTMs decreased more than carloads due to moving lower volumes of export potash, which has a longer length of haul.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	409	$	445	$	(36)	(8)
Carloads (in thousands)	111.6		125.1		(13.5)		(11)
Revenue ton-miles (in millions)	12,236		14,297		(2,061)		(14)
Freight revenue per carload (in dollars)	$	3,665	$	3,557	$	108	3
Freight revenue per revenue ton-mile (in cents)	3.34		3.11		0.23		7

The decrease in Potash revenue in the first nine months of 2023 was primarily due to lower volumes of export potash to Vancouver as a result of the ILWU's strike in July, lower volumes of export potash to the U.S. Pacific Northwest as a result of an equipment failure at the Port of Portland, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. This decrease was partially offset by increased freight revenue per RTM and higher volumes of domestic potash. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX. RTMs decreased more than carloads due to moving lower volumes of export potash, which has a longer length of haul.

Fertilizers and Sulphur


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	91	$	81	$	10	12
Carloads (in thousands)	15.4		14.9		0.5		3
Revenue ton-miles (in millions)	1,151		1,138		13		1
Freight revenue per carload (in dollars)	$	5,909	$	5,436	$	473	9
Freight revenue per revenue ton-mile (in cents)	7.91		7.12		0.79		11

The increase in Fertilizers and sulphur revenue in the third quarter of 2023 was primarily due to increased freight revenue per RTM, the impact of the KCS acquisition, and higher volumes of wet fertilizers. This increase was partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices and lower volumes of dry fertilizers. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	276	$	244	$	32	13
Carloads (in thousands)	47.6		46.8		0.8		2
Revenue ton-miles (in millions)	3,598		3,585		13		—
Freight revenue per carload (in dollars)	$	5,798	$	5,214	$	584	11
Freight revenue per revenue ton-mile (in cents)	7.67		6.81		0.86		13

The increase in Fertilizers and sulphur revenue in the first nine months of 2023 was primarily due to increased freight revenue per RTM, the impact of the KCS acquisition, and higher volumes of wet fertilizers. This increase was partially offset by lower volumes of sulphur and dry fertilizers and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.

Forest Products


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	199	$	109	$	90	83
Carloads (in thousands)	37.0		18.5		18.5		100
Revenue ton-miles (in millions)	2,256		1,488		768		52
Freight revenue per carload (in dollars)	$	5,378	$	5,892	$	(514)	(9)
Freight revenue per revenue ton-mile (in cents)	8.82		7.33		1.49		20

The increase in Forest products revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher freight rates, higher volumes of logs and poles, higher volumes of paperboard from Chicago to Alberta, and the favourable

impact of the change in FX. This increase was partially offset by lower volumes of lumber and panel products, lower volumes of pulp, lower volumes of newsprint from Saint John, New Brunswick, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	489	$	299	$	190	64
Carloads (in thousands)	89.5		55.3		34.2		62
Revenue ton-miles (in millions)	5,768		4,366		1,402		32
Freight revenue per carload (in dollars)	$	5,464	$	5,407	$	57	1
Freight revenue per revenue ton-mile (in cents)	8.48		6.85		1.63		24

The increase in Forest products revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, increased freight revenue per RTM, and higher volumes of paperboard from Chicago to Alberta. This increase was partially offset by lower volumes of lumber and panel products, lower volumes of newsprint from Saint John, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.

Energy, Chemicals and Plastics


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	643	$	360	$	283	79
Carloads (in thousands)	139.0		75.1		63.9		85
Revenue ton-miles (in millions)	9,006		6,286		2,720		43
Freight revenue per carload (in dollars)	$	4,626	$	4,794	$	(168)	(4)
Freight revenue per revenue ton-mile (in cents)	7.14		5.73		1.41		25

The increase in Energy, chemicals and plastics revenue in the third quarter of 2023 was primarily due to the KCS acquisition, higher volumes of other petroleum products and plastics, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by lower volumes of crude, liquified petroleum products ("L.P.G."), and biofuels, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	1,584	$	1,010	$	574	57
Carloads (in thousands)	341.7		221.2		120.5		54
Revenue ton-miles (in millions)	23,218		18,221		4,997		27
Freight revenue per carload (in dollars)	$	4,636	$	4,566	$	70	2
Freight revenue per revenue ton-mile (in cents)	6.82		5.54		1.28		23

The increase in Energy, chemicals and plastics revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, increased freight revenue per RTM, and higher volumes of other petroleum products and plastics. This increase was partially offset by lower volumes of crude, L.P.G., and biofuels, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to the favourable impact of the change in FX and higher freight rates.

Metals, Minerals and Consumer Products


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	455	$	246	$	209	85
Carloads (in thousands)	133.7		66.0		67.7		103
Revenue ton-miles (in millions)	5,279		3,225		2,054		64
Freight revenue per carload (in dollars)	$	3,403	$	3,727	$	(324)	(9)
Freight revenue per revenue ton-mile (in cents)	8.62		7.63		0.99		13

The increase in Metals, minerals and consumer products revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices, lower volumes of frac sand to the Bakken and Permian Basin shale formations, and lower volumes of aggregates and food products.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	1,128	$	655	$	473	72
Carloads (in thousands)	324.8		187.2		137.6		74
Revenue ton-miles (in millions)	13,342		8,852		4,490		51
Freight revenue per carload (in dollars)	$	3,473	$	3,499	$	(26)	(1)
Freight revenue per revenue ton-mile (in cents)	8.45		7.40		1.05		14

The increase in Metals, minerals and consumer products revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, increased freight revenue per RTM, and higher volumes of frac sand to the Bakken shale formation. This increase was partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX.

Automotive


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	266	$	111	$	155	140
Carloads (in thousands)	58.5		25.1		33.4		133
Revenue ton-miles (in millions)	1,029		418		611		146
Freight revenue per carload (in dollars)	$	4,547	$	4,422	$	125	3
Freight revenue per revenue ton-mile (in cents)	25.85		26.56		(0.71)		(3)

The increase in Automotive revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher volumes from Chicago, Kansas City, various origins in Ontario, and Vancouver to various destinations in Canada, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by decreased freight revenue per RTM. Freight revenue per RTM decreased due to the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. RTMs increased more than carloads due to moving higher volumes from Chicago, Kansas City, and Ontario to western Canada and higher volumes from Vancouver to eastern Canada, which have longer lengths of haul.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	648	$	322	$	326	101
Carloads (in thousands)	143.4		78.0		65.4		84
Revenue ton-miles (in millions)	2,507		1,308		1,199		92
Freight revenue per carload (in dollars)	$	4,519	$	4,128	$	391	9
Freight revenue per revenue ton-mile (in cents)	25.85		24.62		1.23		5

The increase in Automotive revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, higher volumes from Chicago, Kansas City, various origins in Ontario, and Vancouver to various destinations in Canada partially

due to prior year global supply chain challenges, and increased freight revenue per RTM. This increase was partially offset by the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices. Freight revenue per RTM increased due to higher freight rates and the favourable impact of the change in FX. RTMs increased more than carloads due to moving higher volumes from Chicago, Kansas City, and Ontario to western Canada and higher volumes from Vancouver to eastern Canada, which have longer lengths of haul.

Intermodal


For the three months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	650	$	640	$	10	2
Carloads (in thousands)	455.0		325.5		129.5		40
Revenue ton-miles (in millions)	8,498		8,416		82		1
Freight revenue per carload (in dollars)	$	1,429	$	1,966	$	(537)	(27)
Freight revenue per revenue ton-mile (in cents)	7.65		7.60		0.05		1

The increase in Intermodal revenue in the third quarter of 2023 was primarily due to the impact of the KCS acquisition, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by lower international intermodal volumes to and from the Port of Vancouver as a result of the ILWU's strike in July and lower volumes to and from the Port of Saint John and the Port of Montreal, lower domestic intermodal volumes due to lower cross-border volumes between Canada and the U.S. and lower retail volumes, lower intermodal ancillary revenue, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices.


For the nine months ended September 30	2023		2022		Total Change		% Change
Freight revenues (in millions)	$	1,795	$	1,660	$	135	8
Carloads (in thousands)	1,155.1		886.2		268.9		30
Revenue ton-miles (in millions)	24,615		23,354		1,261		5
Freight revenue per carload (in dollars)	$	1,554	$	1,873	$	(319)	(17)
Freight revenue per revenue ton-mile (in cents)	7.29		7.11		0.18		3

The increase in Intermodal revenue in the first nine months of 2023 was primarily due to the impact of the KCS acquisition, higher international intermodal volumes due to onboarding a new customer, higher freight rates, and the favourable impact of the change in FX. This increase was partially offset by lower intermodal ancillary revenue, lower domestic intermodal volumes due to lower cross-border volumes between Canada and the U.S. and lower retail volumes, lower international intermodal volumes to and from the Port of Montreal, and the unfavourable impact to fuel surcharge revenue as a result of lower fuel prices.

Operating Expenses


For the three months ended September 30 (in millions of Canadian dollars)	2023		2022		Total Change		% Change
Compensation and benefits	$	598	$	393	$	205	52
Fuel	430		358		72		20
Materials	90		66		24		36
Equipment rents	91		33		58		176
Depreciation and amortization	451		213		238		112
Purchased services and other	506		312		194		62
Total operating expenses	$	2,166	$	1,375	$	791	58


For the nine months ended September 30 (in millions of Canadian dollars)	2023		2022		Total Change		% Change
Compensation and benefits	$	1,695	$	1,154	$	541	47
Fuel	1,153		1,001		152		15
Materials	260		191		69		36
Equipment rents	201		97		104		107
Depreciation and amortization	1,086		634		452		71
Purchased services and other	1,438		935		503		54
Total operating expenses	$	5,833	$	4,012	$	1,821	45

Compensation and Benefits

Compensation and benefits expense includes employee wages, salaries, fringe benefits, and stock-based compensation. The increase in Compensation and benefits expense in the third quarter of 2023 was primarily due to:

•the impact of the KCS acquisition of $210 million;

•the impact of wage and benefit inflation; and

•reduced labour efficiencies, including the impact of a reduction in train weights.

This increase was partially offset by:

•lower defined benefit pension current service cost of $19 million;

•the favourable impact of changes in share prices of $10 million on stock-based compensation; and

•decreased volume variable expense as a result of a decrease in workload as measured by GTMs.

The increase in Compensation and benefits expense in the first nine months of 2023 was primarily due to:

•the impact of the KCS acquisition of $448 million, including acquisition-related costs incurred by KCS of $55 million, primarily restructuring charges of $50 million, and share based compensation of $6 million;

•the impact of wage and benefit inflation;

•reduced labour efficiencies, including the impact of a reduction in train weights;

•higher incentive compensation;

•the unfavourable impact of the change in FX of $16 million;

•increased new hire training costs; and

•higher acquisition-related costs incurred by CPKC, excluding KCS's acquisition-related costs, of $10 million, including share based compensation of $6 million.

This increase was partially offset by lower defined benefit pension current service cost of $58 million.

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 third quarter of 2023 was primarily due to the impact of the KCS acquisition of $161 million and the unfavourable impact of the change in FX of $8 million.

This increase was partially offset by the favourable impact of lower fuel prices of $81 million, and a decrease in workload, as measured by GTMs.

The increase in Fuel expense in the first nine months of 2023 was primarily due to the impact of the KCS acquisition of $285 million and the unfavourable impact of the change in FX of $40 million.

This increase was partially offset by the favourable impact of lower fuel prices of $178 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 third quarter and in the first nine months of 2023 was primarily due to the impact of the KCS acquisition of $31 million and $61 million, respectively, and the unfavourable impact of inflation, partially offset by a decrease in locomotive 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 in the third quarter of 2023 was primarily due to:

•the impact of the KCS acquisition of $45 million;

•a greater usage of pooled freight cars; and

•reduced recoveries received from other railways from the use of the Company's intermodal equipment.

The increase in Equipment rents expense in the first nine months of 2023 was primarily due to:

•the impact of the KCS acquisition of $79 million;

•a greater usage of pooled freight cars;

•reduced recoveries received from other railways from the use of the Company's intermodal equipment; and

•slower cycle times.

This increase was partially offset by greater recoveries from other railway's use of the Company's locomotives.

Depreciation and Amortization

Depreciation and amortization expense represents the charge associated with the use of track and roadway, buildings, rolling stock, information systems, and other depreciable assets. The increase in Depreciation and amortization expense in the third quarter of 2023 was primarily due to the impact of the KCS acquisition of $220 million, including the unfavourable impact of purchase accounting of $81 million; and a higher depreciable asset base.

The increase in Depreciation and amortization expense in the first nine months of 2023 was primarily due to:

•the impact of the KCS acquisition of $407 million, including the unfavourable impact of purchase accounting of $149 million;

•a higher depreciable asset base; and

•the unfavourable impact of the change in FX of $8 million.

Purchased Services and Other


For the three months ended September 30 (in millions of Canadian dollars)	2023		2022		Total Change		% Change
Support and facilities	$	96	$	83	$	13	16
Track and operations	71		68		3		4
Intermodal	53		59		(6)		(10)
Equipment	28		26		2		8
Casualty	41		24		17		71
Property taxes	33		32		1		3
Other	184		23		161		700
Land sales	—		(3)		3		(100)
Total Purchased services and other	$	506	$	312	$	194	62

Purchased services and other expense encompasses a wide range of third-party costs, including expenses for joint facilities, personal injury and damage claims, environmental remediation, property taxes, contractor and consulting fees, and insurance. The increase in purchased services and other expense in the third quarter of 2023 was primarily due to the impact of the KCS acquisition of $213 million, including acquisition-related costs incurred by KCS of $7 million, reported in Other, and higher expenses primarily due to an increased number of casualty incidents and higher personal injury costs, reported in Casualty.

This increase was partially offset by a business interruption insurance recovery of $51 million, reported in Other (see Item 1. Financial Statements, Note 16 Contingencies for details) and lower expenses from lower volumes, reported in Intermodal.


For the nine months ended September 30 (in millions of Canadian dollars)	2023		2022		Total Change		% Change
Support and facilities	$	281	$	249	$	32	13
Track and operations	231		217		14		6
Intermodal	162		167		(5)		(3)
Equipment	84		82		2		2
Casualty	145		74		71		96
Property taxes	106		103		3		3
Other	430		56		374		668
Land sales	(1)		(13)		12		(92)
Total Purchased services and other	$	1,438	$	935	$	503	54

The increase in Purchased services and other expense in the first nine months of 2023 was primarily due to:

•the impact of the KCS acquisition of $371 million, including acquisition-related costs incurred by KCS of $12 million, reported in Other;

•higher expenses primarily due to an increased number of casualty incidents and higher personal injury costs, reported in Casualty;

•cost inflation;

•the unfavourable impact of the change in FX of $18 million;

•higher acquisition-related costs incurred by CPKC, excluding KCS's acquisition-related costs, of $17 million including payments made to certain communities across the combined network to address the environmental and societal impacts of increased traffic, reported in Other (see Item 1. Financial Statements, Note 8 Business acquisition for details); and

•lower gains on land sales.

This increase was partially offset by business interruption insurance recovery of $51 million, reported in Other (see Item 1. Financial Statements, Note 16 Contingencies for details) and lower expenses from lower volumes, reported in Intermodal.

Other Income Statement Items

Equity Earnings of Kansas City Southern

On April 14, 2023 the Company assumed control of KCS, and subsequently ceased recognizing equity earnings of KCS.

For the period from January 1 to April 13, 2023, the Company recognized $230 million (U.S. $170 million) of equity earnings of KCS, a decrease of $397 million or 63%, from $627 million (U.S. $489 million) in the first nine months ended September 30, 2022. This amount is net of amortization of basis differences of $48 million (U.S. $35 million) associated with KCS purchase accounting, a decrease of $73 million or 60%, from $121 million (U.S. $94 million) in the first nine months of 2022, and is net of acquisition related costs incurred by KCS. Acquisition related costs (net of tax) incurred by KCS in the period from January 1 to April 13, 2023 were $11 million (U.S. $8 million), a decrease of $28 million (U.S. $22 million), or 72% from $39 million (U.S. $30 million) in the first nine months of 2022. These decreases are attributable to the derecognition of KCS as an equity investment following the acquisition of control by CPKC on April 14, 2023. These values have been translated at the average FX rate for the period from January 1 to April 13, 2023 and the first nine months ended September 30, 2022 of $1.00 USD= $1.35 CAD and $1.00 USD = $1.28 CAD, respectively.

Other Expense

Other expense consists of gains and losses from the change in FX on working capital, the impact of foreign currency forwards, costs related to financing, shareholder costs, equity income, and other non-operating expenditures. Other expense was $13 million in the third quarter of 2023, an increase of $6 million, or 86%, from $7 million in the same period of 2022. This increase was primarily due to the impact of the KCS acquisition of $9 million.

Other expense was $36 million in the first nine months of 2023, an increase of $23 million, or 177%, from $13 million in the same period of 2022. The increase was primarily due to the impact of the KCS acquisition of $23 million, and net acquisition-related costs of $6 million driven by the KCS debt exchange. This increase was partially offset by favourability in net FX gains on US-denominated cash and working capital of $4 million.

Other Components of Net Periodic Benefit Recovery

Other components of net periodic benefit recovery is 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 $85 million and $254 million for the three and nine months ended September 30, 2023, a decrease of $17 million or 17%, and $50 million or 16%, respectively, compared to the same periods of 2022. These decreases were primarily due to an increase in the interest cost on benefit obligation for the three and nine months ended September 30, 2023 of $28 million and $82 million, respectively, and a decrease in the expected return on plan assets of $20 million and $58 million, respectively, partially offset by a decrease in the recognized net actuarial loss of $31 million and $92 million, respectively.

Net Interest Expense

Net interest expense includes interest on long-term debt and finance leases. Net interest expense was $207 million in the third quarter of 2023, an increase of $41 million, or 25%, from $166 million in the same period of 2022. The increase was primarily due to:

•interest of $40 million incurred on debt issued under the KCS debt exchange;

•higher interest on commercial paper of $4 million as a result of higher interest rates;

•an unfavourable impact of change in FX of $4 million; and

•the impact of the KCS acquisition of $3 million.

This increase was partially offset by a favourable impact of $5 million following the repayment of maturing long-term debt.

Net interest expense was $565 million in the first nine months of 2023, an increase of $79 million, or 16%, from $486 million in the same period of 2022. This increase was primarily due to:

•interest of $72 million incurred on debt issued under the KCS debt exchange;

•an unfavourable impact of the change in FX of $19 million;

•higher interest on commercial paper of $10 million as a result of higher interest rates; and

•the impact of the KCS acquisition of $8 million.

This increase was partially offset by a favourable impact of $12 million following the repayment of maturing long-term debt, and $10 million due to higher interest income.

Remeasurement Loss of Kansas City Southern

On April 14, 2023, the Company assumed control of KCS and began accounting for its acquisition as a business combination achieved in stages. The initial investment was accounted for using the equity method of accounting prior to assuming control. On control, the carrying value of the previously held equity investment in KCS was remeasured to its fair value and upon derecognition, a loss of $7,175 million was recognized in the Company's Interim Consolidated Statements of Income in the first nine months of 2023. This loss was primarily due to the outside basis tax initially recognized upon investment in KCS.

Income Tax Expense (Recovery)

Income tax expense was $258 million in the third quarter of 2023, an increase of $62 million, or 32%, from $196 million in the same period of 2022. This increase was primarily due to:

•the impact of the KCS acquisition of $95 million, including current tax expense due to a tax settlement with the Servicio de Administración Tributaria ("SAT”) (Mexican tax authority) in relation to taxation years for which audits have closed and an estimated settlement for potential future audits totaling $15 million, partially offset by deferred tax recoveries on the amortization relating to purchase accounting fair value adjustments of $23 million and a deferred tax recovery of $2 million due to the Arkansas state corporate income tax rate change;

•an outside basis deferred tax recovery of $9 million, recorded in the third quarter of 2022, arising from the difference between the carrying amount of CP's investment in KCS for financial reporting and the underlying tax basis of this investment; and

•a higher effective tax rate.

This increase was partially offset by lower taxable earnings resulting in a decrease to current tax expense and higher current tax recoveries on acquisition-related costs of $7 million associated with the KCS acquisition incurred by legacy CP.

Income tax recovery was $7,251 million in the first nine months of 2023, a change of $7,777 million, or 1479%, from $526 million income tax expense in the same period of 2022. This change was primarily due to:

•a deferred tax recovery of $7,832 million on the derecognition of the deferred tax liability on the outside basis difference of the investment in KCS upon acquiring control;

•a deferred tax recovery of $51 million on the revaluation of deferred income tax balances on unitary state apportionment changes;

•lower outside basis deferred tax expense of $31 million arising from the change in the carrying amount of CP's investment in KCS for financial reporting;

•higher current tax recoveries on acquisition-related costs of $19 million associated with the KCS acquisition incurred by legacy CP; and

•lower current tax expense due to lower taxable earnings.

This change was partially offset by the impact of the KCS acquisition of $152 million, including current tax expense due to a tax settlement with the SAT in relation to taxation years for which audits have closed and an estimated settlement for potential future audits totaling $15 million, partially offset by deferred tax recoveries on the amortization relating to purchase accounting fair value adjustments of $43 million, current tax recoveries on acquisition-related costs of $6 million, and a deferred tax recovery of $2 million due to Arkansas state corporate income tax rate change. In addition to the impact of the KCS acquisition, there was also an increase due to a higher effective tax rate. As a result of the KCS debt exchange an offsetting current tax expense and deferred tax recovery of $101 million is included in income tax expense.

The effective tax rates in the third quarter and first nine months of 2023 were 24.88% and 166.83%, respectively, compared to 18.01% and 18.97% in the same periods of 2022. The Core adjusted effective income tax rates in the third quarter and first nine months of 2023 were 24.96% and 24.91% compared to 24.25% for the same periods in 2022. The Company's 2023 Core adjusted effective tax rate is expected to be approximately 25.00%. 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 financial trends either by nature or amount nor provide improved comparability to past performance. The Core adjusted effective tax rate also excludes equity earnings of KCS and 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 Company’s 2023 outlook for its Core adjusted annualized effective income 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 2022 Annual Report on Form 10-K.

Impact of FX 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. In addition, equity earnings or losses of KCS are denominated in U.S. dollars. 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 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.

In the third quarter of 2023, the U.S. dollar has strengthened to an average rate of $1.34 Canadian/U.S. dollar, compared to $1.30 Canadian/U.S. dollar in the third quarter of 2022, resulting in an increase in Total revenues of $33 million, an increase in Total operating expenses of $17 million, and an increase in Net interest expense of $4 million from the same period of 2022.

In the first nine months of 2023, the U.S. dollar has strengthened to an average rate of $1.35 Canadian/U.S. dollar, compared to $1.28 Canadian/U.S. dollar in the first nine months of 2022, resulting in an increase in Total revenues of $161 million, an increase in Total operating expenses of $88 million, and an increase in interest expense of $19 million from the same period of 2022.

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 $71 million (December 31, 2022 – approximately $37 million), negatively (or positively) impacts Operating expenses by approximately $46 million (December 31, 2022 – approximately $18 million), and negatively (or positively) impacts Net interest expense by approximately $6 million (December 31, 2022 – approximately $4 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 $8 million and negatively (or positively) impacts Operating expenses by approximately $7 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 costs. 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 prices 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 third quarter of 2023, the unfavourable impact of fuel prices on Operating income was $61 million. Lower fuel prices and the unfavourable impact of the timing of recoveries under the Company's fuel cost adjustment program resulted in a decrease in Total revenues of $142 million. Lower fuel prices resulted in a decrease in Total operating expenses of $81 million from the same period of 2022.

In the first nine months of 2023, the favourable impact of fuel prices on Operating income was $43 million. Lower fuel prices resulted in a decrease in Total operating expenses of $178 million from the same period of 2022. Lower fuel prices, partially offset by the favourable impact of the timing of recoveries under the Company's fuel cost adjustment program, resulted in a decrease in Total revenues of $135 million.

Impact of Share Price on Earnings and Stock-Based Compensation

Fluctuations in the Common Share price affect the Company's operating expenses because share-based 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 third quarter of 2023, the change in Common Share prices resulted in a decrease in stock-based compensation expense of $13 million, a change of $10 million, compared to a decrease of $3 million in the same period of 2022.

In the first nine months of 2023, the change in Common Share prices resulted in a decrease in stock-based compensation expense of $3 million, a change of $3 million, compared to a decrease of $6 million in the same period of 2022.

Based on information available at September 30, 2023, for every $1.00 change in share price, stock-based compensation expense has a corresponding change of approximately $1.9 million to $2.0 million (December 31, 2022 - approximately $1.2 million to $1.8 million). This excludes the impact of changes in 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 may also be impacted by non-market performance conditions.

Additional information concerning stock-based compensation is included in Item 1. Financial Statements, Note 15 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 September 30, 2023, the Company had $294 million of Cash and cash equivalents compared to $451 million at December 31, 2022.

Effective May 11, 2023, the Company entered into a second amended and restated credit agreement to extend the maturity dates and increase the total amount available under the facility. The amended revolving credit facility increased the aggregate commitments under the second amended and restated credit agreement from U.S. $1.3 billion to U.S. $2.2 billion, and extended the maturity dates of the five year facility and two year facility from September 27, 2026 to May 11, 2028, and September 27, 2023 to May 11, 2025, respectively. The Company also terminated the legacy KCS credit facility effective May 11, 2023. As at September 30, 2023, the Company's existing revolving credit facility was undrawn. The revolving credit facility agreement requires the Company to maintain a financial covenant. As at September 30, 2023, the Company was in compliance with all terms and conditions of the credit facility arrangements and satisfied the financial covenant.

The Company has a commercial paper program that enables it to issue commercial paper up to a maximum aggregate principal amount of U.S. $1.5 billion (as at September 30, 2023) in the form of unsecured promissory notes. On July 12, 2023, the Company increased the maximum aggregate principal amount of commercial paper available to be issued to U.S $1.5 billion. The Company also terminated the legacy KCS commercial paper program effective May 19, 2023. The Company's existing commercial paper program is backed by the revolving credit facility. As at September 30, 2023, the Company had total commercial paper borrowings outstanding of U.S. $300 million (December 31, 2022 - $nil).

As at September 30, 2023, under its bilateral letter of credit facilities, the Company had letters of credit drawn of $79 million from a total available amount of $300 million (December 31, 2022 - $75 million). The Company also has additional letters of credit of $8 million available that were undrawn at September 30, 2023. Under the bilateral letter of credit facilities, 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 Consolidated Balance Sheet. As at September 30, 2023 the Company had $70 million collateral posted on its bilateral letter of credit facilities (December 31, 2022 - $nil).

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, supplier purchases, leases, and other long term liabilities. Debt and finance leases, interest obligations related to debt and finance leases, and letters of credit amount to $1,792 million, $808 million and $74 million within the next 12 months, respectively, with the remaining amounts committed thereafter of $22,481 million, $17,103 million and $nil, respectively. Future capital commitments amount to $437 million within the next 12 months, and $863 million committed thereafter.

Supplier purchase agreements, operating leases, and other long-term liabilities amount to $394 million, $111 million, and $68 million within the next 12 months, respectively, and $334 million, $264 million and $566 million committed thereafter, respectively. Other long-term liabilities include expected cash payments for environmental remediation, post-retirement benefits, worker’s compensation benefits, long-term disability benefits, pension benefit payments for the Company’s non-registered supplemental pension plan, and certain other long-term liabilities. Pension payments are discussed further in Critical Accounting Estimates of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's 2022 Annual Report on Form 10-K.

Concession Duty

Under Kansas City Southern de México, S.A. de C.V. (also known as Canadian Pacific Kansas City Mexico) ("CPKCM")'s 50-year Concession, which could expire in 2047 unless extended, CPKCM pays annual concession duty expense of 1.25% of gross revenues.

Guarantees

The Company accrues for all guarantees that it expects to pay. As at September 30, 2023, these accruals amounted to $9 million (December 31, 2022 - $5 million).

Operating Activities

Cash provided by operating activities was $1,027 million in the third quarter of 2023, a decrease of $75 million, or 7%, compared to $1,102 million in the same period of 2022. This decrease was primarily due to the settlement of Mexican tax audits in the third quarter of 2023.

Cash provided by operating activities was $2,801 million in the first nine months of 2023, an increase of $379 million, or 16%, compared to $2,422 million in the same period of 2022. The increase was due to higher cash generating income, including the impact of the acquisition of KCS, compared to the same period of 2022. This increase was partially offset by the settlement of Mexican tax audits in the third quarter of 2023.

Investing Activities

Cash used in investing activities was $742 million in the third quarter of 2023, an increase of $332 million, or 81%, compared to $410 million in the same period of 2022. This increase was primarily due to higher capital additions, including the impact of the acquisition of KCS.

Cash used in investing activities was $1,761 million in the first nine months of 2023, an increase of $783 million, or 80%, compared to $978 million in the same period of 2022. This increase was primarily due to higher capital additions, including the impact of the acquisition of KCS, along with the investment in government securities towards satisfaction and discharge of debt. This increase was partially offset by cash acquired on control of KCS.

Financing Activities

Cash used in financing activities was $324 million in the third quarter of 2023, a decrease of $397 million, or 55%, compared to $721 million in the same period of 2022. This decrease was primarily due to principal repayments of $504 million (U.S. $400 million) on a term loan during the third quarter of 2022 compared to $nil in the same period of 2023. This decrease was

partially offset by net repayments of commercial paper of $147 million in the third quarter of 2023 compared to net repayments of $42 million in the same period of 2022.

Cash used in financing activities was $1,202 million in the first nine months of 2023, a decrease of $207 million, or 15%, compared to $1,409 million in the same period of 2022. This decrease was primarily due to principal repayments of $636 million (U.S. $500 million) on a term loan during the first nine months of 2022, while there were no such repayments in 2023, and a net issuance of commercial paper of $403 million during the nine months ended September 30, 2023 compared to a net issuance of $298 million during the first nine months of 2022. This decrease was offset by repayments of long-term debt of $600 million (U.S. $439 million) of 3.00% 10-year Senior Notes and $479 million (U.S. $350 million) of 4.45% 12.5-year Notes at maturity during the first nine months of 2023 compared to repayments of $125 million of 5.100% 10-year Medium Term Notes, $313 million (U.S. $250 million) of 4.500% 10-year Notes, and $97 million (U.S. $76 million) of 6.99% Finance lease at maturity during the same period of 2022.

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 applicable 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 September 30, 2023, the Company's credit ratings from Standard & Poor's Rating Services ("Standard & Poor's") and Moody's Investor Service ("Moody's") remain unchanged from December 31, 2022. The following table shows the ratings issued for the Company by the rating agencies noted herein as of September 30, 2023 and is being presented as it relates to the Company’s cost of funds and liquidity.

Credit ratings as at September 30, 2023(1)


Long-term debt	Outlook
Standard & Poor's	BBB+	stable



Moody's	Baa2	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”. The following is a description of the terms and conditions of the guarantees with respect to securities for which CPRC is the issuer and CPKC provides a full and unconditional guarantee.

As of the date of the filing of the Form 10-Q, CPRC had U.S. $14,714 million principal amount of debt securities outstanding due through 2115 which includes the debt exchanged for KCS debt as described below; 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 $3,300 million principal amount of debt securities issued under Canadian Securities Law due through 2050 for which CPRL 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 guarantee is

CPKC’s unsubordinated and unsecured obligation and ranks 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.

On March 20, 2023, CPKC and CPRC announced offers to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of seven series, previously issued by KCS (the “Old Notes") for notes to be issued by CPRC (the "CPRC Notes"). As of April 19, 2023, U.S. $3,014 million of Old Notes of such seven series were tendered and accepted in exchange for U.S. $3,014 million of CPRC Notes in seven corresponding series.

Each series of CPRC Notes has the same interest rates, interest payment dates, maturity dates, and substantively the same optional redemption provisions as the corresponding series of Old Notes.

In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered prior to September 30, 2023 (the "Early Participation Date"), holders of Old Notes received consideration consisting of U.S. $1,000 principal amount of CPRC Notes and a cash amount of U.S. $1.00. The total consideration included an early participation premium, consisting of U.S. $30 principal amount of CPRC Notes per U.S. $1,000 principal amount of Old Notes. In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered after the Early Participation Date but prior to the expiration of the exchange offers on April 17, 2023 (the "Expiration Date") and not validly withdrawn, holders of Old Notes received consideration consisting of U.S. $970 principal amount of CPRC Notes and a cash amount of U.S. $1.00.

CPKC has fully and unconditionally guaranteed the payment of the principal (and premium, if any) and interest, on the CPRC Notes, and any additional amounts payable with respect to the CPRC Notes, when they become due and payable, whether at the stated maturity thereof or by declaration of acceleration, call for redemption or otherwise. The CPRC Notes and the related guarantees are part of CPRC’s and CPKC’s respective unsecured obligations and rank equally with all of CPRC’s and CPKC’s existing and future unsecured and unsubordinated indebtedness.

Additional information is included in Item 1. Financial Statements, Note 12 Debt.

Pursuant to Rule 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.

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.

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.

Statements of Income


	CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor)
(in millions of Canadian dollars)	For the nine months ended September 30, 2023		For the year ended December 31, 2022
Total revenues	$	4,643	$	6,384
Total operating expenses	2,982		4,110
Operating income(1)	1,661		2,274
Less: Other(2)	269		234
Income before income tax expense	1,392		2,040
Net income	$	1,003	$	1,533

(1)Includes net lease costs incurred from non-guarantor subsidiaries for the nine months ended September 30, 2023 and for the year ended December 31, 2022 of $309 million and $410 million, respectively.

(2)Includes Other expense, Other components of net periodic benefit recovery, and Net interest expense.

Balance Sheets


	CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor)
(in millions of Canadian dollars)	As at September 30, 2023		As at December 31, 2022
Assets
Current assets	$	1,252	$	1,395
Properties	12,324		11,791
Other non-current assets	3,566		3,337

Liabilities
Current liabilities	$	2,721	$	2,759
Long-term debt	21,574		18,137
Other non-current liabilities	3,307		3,178

Excluded from the Income Statements and Balance Sheets 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 nine months ended September 30, 2023		For the year ended December 31, 2022
Dividend income from non-guarantor subsidiaries	$	231	$	133
Capital contributions to non-guarantor subsidiaries	(4,322)		—
Redemption of capital from non-guarantor subsidiaries	—		115

Balances with Non-Guarantor Subsidiaries


	CPRC (Subsidiary Issuer) and CPKC (Parent Guarantor)
(in millions of Canadian dollars)	As at September 30, 2023		As at December 31, 2022
Assets
Accounts receivable, intercompany	$	228	$	186
Short-term advances to affiliates	1,801		2,209
Long-term advances to affiliates	7,262		7,502

Liabilities
Accounts payable, intercompany	$	191	$	199
Short-term advances from affiliates	2,681		2,649
Long-term advances from affiliates	87		88

Share Capital

At October 24, 2023, the latest practicable date, there were 931,790,690 Common Shares and no preferred shares issued and outstanding, which consists of 14,808 holders of record of the Common Shares. In addition, the Company has a Management Stock Option Incentive Plan (“MSOIP”), under which key officers and employees are granted options to purchase the Common Shares. All number of options presented herein are shown on the basis of the number of shares subject to the options. At October 24, 2023, 6,847,992 options were outstanding under the MSOIP and stand-alone option agreements entered into with Mr. Keith Creel. There are 21,721,704 options available to be issued by the Company’s MSOIP in the future. The Company also has a Director's 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

The Company presents Non-GAAP measures, including Core adjusted combined operating ratio and Core adjusted combined diluted earnings per share, to provide an additional basis for evaluating underlying earnings trends in the Company'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 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

On the Control Date, CP obtained control of KCS and CPKC began consolidating KCS, which had been accounted for under the equity method of accounting between December 14, 2021 and April 13, 2023. On the Control Date, CPKC’s previously-held interest in KCS was remeasured to its Control Date fair value. CPKC is presenting Core adjusted combined operating ratio and Core adjusted combined diluted earnings per share to give effect to results while isolating and removing the impact of the acquisition of KCS on those results. These measures provide a comparison to prior period financial information as adjusted to exclude certain significant items and are used to evaluate CPKC’s operating performance and for planning and forecasting future business operations and future profitability.

Management believes the use of Non-GAAP measures provides meaningful supplemental information about our operating results because they exclude certain significant items that are not considered indicative of future financial trends either by nature or amount or provide improved comparability to past performance. 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, the merger termination payment received, KCS's gain on unwinding of interest rate hedges (net of CPKC's associated purchase accounting basis differences and tax), as recognized within "Equity earnings of Kansas City Southern" in the Company's Consolidated Statements of Income, the foreign exchange ("FX") impact of translating the Company’s debt and lease liabilities (including borrowings under the credit facility), 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 CPKC's equity investment in KCS and its tax basis of this investment, a deferred tax recovery related to the elimination of the deferred tax liability on the outside basis difference of the investment, settlement of Mexican taxes relating to prior years, 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, financing fees, 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, 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. 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 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 CPKC's 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 CPKC's financial information.

In addition, Core adjusted combined operating ratio and Core adjusted combined diluted earnings per share 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, and amortization of the change in fair value of debt of KCS assumed on the Control Date, as recognized within "Depreciation and amortization", "Other expense", and "Net interest expense", respectively, in the Company's Consolidated Statements of Income. During the periods that KCS was equity accounted for, from December 14, 2021 to April 13, 2023, KCS purchase accounting represents the amortization of basis differences, being the difference in value between the consideration paid to acquire KCS and the underlying carrying value of the net assets of KCS immediately prior to its acquisition by the Company, net of tax, as recognized within "Equity (earnings) loss of Kansas City Southern" 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 for the impact of KCS purchase accounting.

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 Combined Diluted Earnings per Share

Core adjusted combined diluted earnings per share is calculated using Net income attributable to controlling shareholders reported on a GAAP basis adjusted for significant items less KCS purchase accounting, divided by the weighted-average diluted number of Common Shares outstanding during the period as determined in accordance with GAAP. Between December 14, 2021 to April 13, 2023, KCS was accounted for in CPKC's diluted earnings per share reported on a GAAP basis using the equity method of accounting and on a consolidated basis beginning April 14, 2023. As the equity method of accounting and consolidation both provide the same diluted earnings per share for CPKC, no adjustment is required to pre-control diluted earnings per share to be comparable on a consolidated basis.

In the first nine months of 2023, there were six significant items included in the Net income attributable to controlling shareholders as reported on a GAAP basis as follows:

•In the third quarter, a total current tax expense of $15 million related to a tax settlement with the SAT of $9 million and a reserve for the estimated impact of potential future audit settlements of $6 million that unfavourably impacted Diluted EPS by 2 cents;

•in the second quarter, a remeasurement loss of KCS of $7,175 million recognized in Remeasurement loss of Kansas City Southern due to the derecognition of CPKC’s previously held equity method investment in KCS and remeasurement at its Control Date fair value that unfavourably impacted Diluted EPS by $7.68;

•Deferred tax recovery of $65 million that favourably impacted Diluted EPS by 6 cents as follows:

–In the third quarter, a deferred tax recovery of $14 million due to decreases in the Iowa and Arkansas state tax rates that favourably impacted Diluted EPS by 2 cents; and

–In the second quarter, a deferred tax recovery of $51 million due to CPKC unitary state apportionment changes that favourably impacted Diluted EPS by 5 cents;

•Deferred tax recovery of $7,855 million that favourably impacted Diluted EPS by $8.42 as follows:

–in the second quarter, a deferred tax recovery of $7,832 million related to the elimination of the deferred tax liability on the outside basis difference of the investment in KCS that favourably impacted Diluted EPS by $8.39; and

–in the first quarter, a deferred tax recovery of $23 million on changes in the outside basis difference of the equity investment in KCS that favourably impacted Diluted EPS by 3 cents;

•acquisition-related costs of $169 million in connection with the KCS acquisition ($140 million after current tax recovery of $29 million), including an expense of $64 million recognized in "Compensation and benefits", $1 million recognized in "Materials", $87 million recognized in "Purchased services and other", $6 million recognized in "Other expense", and $11 million recognized in "Equity earnings of KCS", that unfavourably impacted Diluted EPS by 15 cents as follows:

–in the third quarter, acquisition-related costs of $24 million ($18 million after current tax recovery of $6 million), including costs of $1 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $22 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents;

–in the second quarter, acquisition-related costs of $120 million ($101 million after current tax recovery of $19 million), including costs of $63 million recognized in "Compensation and benefits", $53 million recognized in "Purchased services and other", $3 million recognized in "Other expense", and $1 million recognized in "Equity earnings of KCS", that unfavourably impacted Diluted EPS by 11 cents; and

–in the first quarter, acquisition-related costs of $25 million ($21 million after current tax recovery of $4 million), including costs of $12 million recognized in "Purchased services and other", $3 million recognized in "Other expense", and $10 million recognized in "Equity earnings of KCS", that unfavourably impacted Diluted EPS by 2 cents.

In the first nine months of 2022, there were five significant items included in Net income attributable to controlling shareholders as reported on a GAAP basis as follows:

•in the third quarter, a deferred tax recovery of $12 million due to a decrease in the Iowa state tax rate that favourably impacted Diluted EPS by 1 cent;

•a net deferred tax expense of $8 million on changes in the outside basis difference of the equity investment in KCS that unfavourably impacted Diluted EPS by 1 cent as follows:

–in the third quarter, a deferred tax recovery of $9 million on changes in the outside basis difference of the equity investment in KCS that favourably impacted Diluted EPS by 1 cent;

–in the second quarter, a deferred tax expense of $49 million on changes in the outside basis difference of the equity investment in KCS that unfavourably impacted Diluted EPS by 5 cents; and

–in the first quarter, a deferred tax recovery of $32 million on changes in the outside basis difference of the equity investment in KCS that favourably impacted Diluted EPS by 3 cents; and

•acquisition-related costs of $96 million in connection with the KCS acquisition ($92 million after current tax recovery of $4 million), including costs of $57 million recognized in "Purchased services and other" and $39 million recognized in "Equity earnings of KCS", that unfavourably impacted Diluted EPS by 9 cents as follows:

–in the third quarter, acquisition-related costs of $30 million ($33 million after current tax expense of $3 million), including costs of $18 million recognized in "Purchased services and other" and $12 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 3 cents;

–in the second quarter, acquisition-related costs of $33 million ($29 million after current tax recovery of $4 million), including costs of $19 million recognized in "Purchased services and other" and $14 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 3 cents; and

–in the first quarter, acquisition-related costs of $33 million ($30 million after current tax recovery of $3 million), including costs of $20 million recognized in "Purchased services and other" and $13 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 3 cents.

KCS purchase accounting included in Net income attributable to controlling shareholders as reported on a GAAP basis was as follows:

2023:

•during the first nine months ended September 30, 2023, KCS purchase accounting of $210 million ($166 million after deferred tax recovery of $44 million), including costs of $149 million recognized in "Depreciation and amortization", $11 million recognized in "Net interest expense", $2 million recognized in "Other expense", and $48 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 18 cents as follows:

–in the third quarter, KCS purchase accounting of $87 million ($63 million after deferred tax recovery of $24 million), including costs of $81 million recognized in "Depreciation and amortization", $5 million recognized in "Net interest expense", and $1 million in recognized in "Other expense" that unfavourably impacted Diluted EPS by 7 cents;

–in the second quarter, KCS purchase accounting of $81 million ($61 million after deferred tax recovery of $20 million), including costs of $68 million recognized in "Depreciation and amortization", $6 million recognized in "Net interest expense", $1 million recognized in "Other expense", and $6 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 6 cents; and

–in the first quarter, KCS purchase accounting of $42 million recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 5 cents.

2022:

•during the first nine months ended September 30, 2022, KCS purchase accounting of $121 million expense recognized in "Equity earnings of KCS" that unfavourably impacted Diluted EPS by 13 cents as follows:

–in the third quarter, KCS purchase accounting of $42 million that unfavourably impacted Diluted EPS by 4 cents;

–in the second quarter, KCS purchase accounting of $39 million that unfavourably impacted Diluted EPS by 5 cents; and

–in the first quarter, KCS purchase accounting of $40 million that unfavourably impacted Diluted EPS by 4 cents.


	For the three months ended September 30				For the nine months ended September 30
	2023		2022		2023		2022
CPKC diluted earnings per share as reported	$	0.84	$	0.96	$	3.11	$	2.41





Less:
Significant items (pre-tax):
Remeasurement loss of KCS	—		—		(7.68)		—
Acquisition-related costs	(0.03)		(0.03)		(0.19)		(0.10)
KCS purchase accounting	(0.09)		(0.04)		(0.23)		(0.13)
Add:
Tax effect of adjustments(1)	(0.04)		—		(0.09)		(0.01)
Settlement of Mexican taxes relating to prior years	0.02		—		0.02		—
Income tax rate changes	(0.02)		(0.01)		(0.06)		(0.01)
Deferred tax (recovery) expense on the outside basis difference of the investment in KCS	—		(0.01)		(8.42)		0.01

Core adjusted combined diluted earnings per share(2)	$	0.92	$	1.01	$	2.66	$	2.63

(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 26.55% and 0.97% for the three and nine months ended September 30, 2023, respectively, 2.87% and 1.94% for the three and nine months ended September 30, 2022, respectively. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.

(2) The Company previously used the non-GAAP measure Core adjusted diluted earnings per share, which was calculated as diluted earnings per share adjusted for significant items less KCS purchase accounting. Core adjusted diluted earnings per share was $1.01 and $2.63 for the three and nine months ended September 30, 2022, respectively, which are the same as the revised measure Core adjusted combined diluted earnings per share, as KCS was equity accounted for within CPKC's results.

Core Adjusted Combined Operating Ratio

Core adjusted combined operating ratio is calculated from reported GAAP revenue and operating expenses adjusted for (1) KCS operating income prior to the Control Date and giving effect to transaction accounting adjustments in a consistent manner with Regulation S-X Article 11 ("Article 11"), where applicable, (2) significant items (acquisition-related costs) that are reported within Operating income, and (3) KCS purchase accounting recognized in Depreciation and amortization.

This combined measure does not purport to represent what the actual consolidated results of operations would have been had the Company obtained control of KCS and consolidation actually occurred on January 1, 2022, nor is it indicative of future results. This information is based on information as of the date hereof and upon assumptions that CPKC believes reasonably reflect the impact to CPKC's historical financial information, on a supplemental basis, of obtaining control of KCS had it occurred as of January 1, 2022. This information does not include anticipated costs related to integration activities, cost savings or synergies that may be achieved by the combined company.

In the first nine months of 2023, acquisition-related costs were $165 million in connection with the KCS acquisition including costs of $75 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $89 million recognized in "Purchased services and other", that unfavourably impacted operating ratio on a combined basis, calculated in a manner consistent with Article 11, by 1.6%:

▪in the third quarter, acquisition-related costs of $24 million including costs of $1 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $22 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 0.8%;

•in the second quarter, acquisition-related costs of $116 million including costs of $63 million recognized in "Compensation and benefits", and $53 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 3.5%; and

•in the first quarter, acquisition-related costs of $25 million including costs of $11 million recognized in "Compensation and benefits", and $14 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 0.7%.

In the first nine months of 2022, acquisition-related costs were $137 million in connection with the KCS acquisition including costs of $43 million recognized in "Compensation and benefits" and $94 million recognized in "Purchased services and other", that unfavourably impacted operating ratio on a combined basis, calculated in a manner consistent with Article 11, by 1.4%:

•in the third quarter, acquisition-related costs of $33 million including costs of $14 million recognized in "Compensation and benefits", and $19 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 0.8%;

•in the second quarter, acquisition-related costs of $35 million including costs of $14 million recognized in "Compensation and benefits", and $21 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 1.1%; and

•in the first quarter, acquisition-related costs of $69 million including costs of $15 million recognized in "Compensation and benefits", and $54 million recognized in "Purchased services and other", that unfavourably impacted operating ratio by 2.5%.

KCS purchase accounting included in operating ratio on a combined basis, calculated in a manner consistent with Article 11, was as follows:

2023:

•during the first nine months ended September 30, 2023, KCS purchase accounting of $241 million recognized in "Depreciation and amortization" that unfavourably impacted operating ratio by 2.4% as follows:

–in the third quarter, KCS purchase accounting of $81 million that unfavourably impacted operating ratio by 2.4%;

–In the second quarter, KCS purchase accounting of $80 million that unfavourably impacted operating ratio by 2.4%; and

–In the first quarter, KCS purchase accounting of $80 million that unfavourably impacted operating ratio by 2.3%.

2022:

•during the first nine months ended September 30, 2022, KCS purchase accounting of $230 million recognized in "Depreciation and amortization" that unfavourably impacted operating ratio by 2.4% as follows:

–in the third quarter, KCS purchase accounting of $78 million that unfavourably impacted operating ratio by 2.3%;

–in the second quarter, KCS purchase accounting of $76 million that unfavourably impacted operating ratio by 2.3%; and

–in the first quarter, KCS purchase accounting of $76 million that unfavourably impacted operating ratio by 2.7%.


	For the three months ended September 30				For the nine months ended September 30
	2023		2022(3)		2023		2022(3)
CPKC operating ratio as reported	64.9	%	59.5	%	66.4	%	63.2	%
Add:
KCS operating income as reported prior to Control Date(1)	—	%	1.2	%	(0.2)	%	(0.1)	%
Pro forma Article 11 transaction accounting adjustments(2)	—	%	2.3	%	1.1	%	2.7	%
	64.9	%	63.0	%	67.3	%	65.8	%
Less:
Acquisition-related costs	0.8	%	0.9	%	1.6	%	1.4	%
KCS purchase accounting in Depreciation and amortization	2.4	%	2.3	%	2.4	%	2.4	%
Core adjusted combined operating ratio	61.7	%	59.8	%	63.3	%	62.0	%

(1) KCS results were translated into Canadian dollars at the Bank of Canada monthly average rate for January 1 through April 13, 2023, and the three and nine months ended September 30, 2022 of $1.35, $1.30, and $1.28, respectively.

(2) Pro forma Article 11 transaction accounting adjustments represent adjustments made in a manner consistent with Article 11, these include:

•For January 1 through April 13, 2023 in the nine months ended September 30, 2023, depreciation and amortization of differences between the historic carrying values and the provisional fair values of KCS's tangible and intangible assets and investments prior to the Control Date of 1.1% operating ratio and miscellaneous immaterial amounts that have been reclassified across revenue, operating expenses, and non-operating income or expense, consistent with CPKC's financial statement captions;

•For the three months ended September 30, 2022, depreciation and amortization of differences between the historic carrying values and the provisional fair values of KCS's tangible and intangible assets and investments prior to the Control Date of 2.3% operating ratio and miscellaneous immaterial amounts that have been reclassified across revenue, operating expenses, and non-operating income or expense, consistent with CPKC's financial statement captions; and

•For the nine months ended September 30, 2022, depreciation and amortization of differences between the historic carrying values and the provisional fair values of KCS's tangible and intangible assets and investments prior to the Control Date of 2.4% operating ratio, the estimated transaction costs expected to be incurred by the Company of 0.3% operating ratio and miscellaneous immaterial amounts that have been reclassified across revenue, operating expenses, and non-operating income or expense, consistent with CPKC's financial statement captions.

For more information about these pro forma transaction accounting adjustments for the three months ended March 31, 2023, September 30, 2022, June 30, 2022 and March 31, 2022, please see Exhibit 99.1 “Selected Unaudited Combined Summary of Historical Financial Data” of CPKC’s Current Report on Form 8-K furnished with the Securities and Exchange Commission (“SEC”) on May 15, 2023.

(3) The Company previously used the non-GAAP measure Adjusted operating ratio, which was defined as operating ratio excluding those significant items that are reported within Operating income. Adjusted operating ratio was 58.7% and 62.3% for the three and nine months ended September 30, 2022, respectively, which was changed to the revised measure Core adjusted combined operating ratio. The differences were due to the addition of KCS historical operating income less KCS acquisition-related costs (as defined above) prior to the Control Date. For the three and nine months ended September 30, 2023, CPKC has presented the non-GAAP measure of Core adjusted combined operating ratio, as defined above, to provide a comparison to prior period combined information calculated in a manner consistent with Article 11 as further adjusted to conform to CPKC’s core adjusted measures.

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 business acquisitions, environmental liabilities, pensions and other benefits, property, plant and equipment, deferred income taxes, and personal injury and other claims liabilities. Additional information concerning critical accounting estimates is supplemented in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's 2022 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.

Business acquisitions

As described in Item 1. Financial Statements, Note 8 Business acquisition and Note 9 Investment in KCS, the Company assumed control of KCS and commenced consolidation of KCS on the Control Date, accounting for the acquisition as a business combination achieved in stages.

In accounting for the business combination, the Company’s previously held interest in KCS was remeasured to its Control Date fair value. The identifiable assets acquired, and liabilities and non-controlling interest assumed are measured at their provisional fair values at the Control Date, with certain exceptions. The results from operations and cash flows are consolidated in the financial statements.

The disclosure of the business combination presented in Item 1. Financial Statements, Note 8 Business acquisitions is prepared on a provisional basis using the best available information at this time. A provisional purchase price allocation was determined at the Control Date. This provisional purchase price allocation may be subject to adjustment during the measurement period resulting in additional assets or liabilities being recognized to reflect new information obtained about facts and circumstances that existed as of the Control Date that, if known, would affect the amounts recognized as of that date. The measurement period is not to exceed a year. Changes to the provisional amounts may impact the amount of goodwill recognized.

The Company believes the provisional fair values of the assets acquired and the liabilities and non-controlling interest assumed are based on reasonable assumptions and applying known information and estimates as of the Control Date. Measurement uncertainty in these estimates exists due to the characteristics of the assumptions and facts used to generate these estimates. Changes to assumptions and estimates, as a result of new information that may arise about the facts and circumstances as of the Control Date could materially change the fair value estimates.

The Company recognized goodwill arising from the business acquisition. Goodwill is the residual value after allocating the fair value of KCS to the assets acquired and liabilities and non-controlling interest assumed. Through the measurement period, there may be adjustments to the fair value of these assets and liabilities as a result of new information obtained about facts and circumstances that existed as of the Control Date that, if known at that time, would have affected the amounts recognized as of the Control Date. Any changes to the fair value of the asset and liabilities in the measurement period will result in changes in the value of goodwill.

The table below outlines changes in those key estimates that management believes could result from new and more precise information relating to facts and conditions at the Control Date. The table includes estimates of the related impacts to the provisional fair values:


(in billions of dollars, except percentages)	Provisional Estimate at Control Date		Sensitivity Range				Value Range
Previously held equity investment in KCS	$	37.2
Revenue growth rate			-1	%	1	%	$	36.2	$	38.3
Terminal EBITDA multiple			-0.5x		0.5x		$	35.6	$	38.8
EBITDA margin			-1	%	1	%	$	36.7	$	37.8
Discount rate			-1	%	1	%	$	38.9	$	35.6

Intangible assets including Mexican concession(1)	$	12.2
Terminal growth rate			-0.5	%	0.5	%	$	11.4	$	13.1
Discount rate			-1	%	1	%	$	14.4	$	10.6

Mexican concession(1)	$	9.2
Renewal probability of Mexican concession(1)			-10	%	10	%	$	8.9	$	9.4

(1) Concession rights and related assets held under the terms of a concession from the Mexican government are presented with acquired Properties.

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”, “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 a GAAP measure without unreasonable efforts, due to unknown variables and uncertainty related to future results.

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 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 includes, but is not limited to, expectations, estimates, projections and assumptions relating to: changes 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; the availability and cost of labour, services and infrastructure; labor 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.

With respect to the KCS business combination, there can be no guarantee of the satisfaction of the conditions imposed by the STB in its March 15, 2023 final decision, successful integration of KCS or that the combined company will realize the anticipated benefits of the business combination, whether financial, strategic or otherwise, and this may be exacerbated by changes to the economic, political and global environment in which the merged company will operate.

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; general North American and global economic, 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; uncertainty surrounding timing and volumes of commodities being shipped via the Company; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; climate change; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; and 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, and disruptions to global supply chains. 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 2022 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 United States.

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.

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 September 30, 2023, 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 lock in rates for a future date, thereby protecting 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 September 30, 2023 would result in an increase of approximately $1.7 billion to the fair value of the Company's debt as at September 30, 2023 (September 30, 2022 - approximately $1.4 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.

Information concerning market risks is supplemented in Item 1. Financial Statements, Note 13 Financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023, 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 of September 30, 2023, 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 third quarter of 2023, 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.

PART II

ITEM 1. LEGAL PROCEEDINGS

For further details refer to Item 1. Financial Statements, Note 16 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. As previously disclosed in the Company's 2022 Annual Report on Form 10-K, 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 2022 Annual Report on Form 10-K, with the exception of those discussed below.

Risks Related to the Kansas City Southern Transaction

The conditions imposed by the STB’s March 15, 2023 final decision could have an adverse effect on the Company’s businesses, results of operations, financial condition, cash flows or the market value of the Company’s common stock and debt securities, or reduce the anticipated benefits of the combination. In connection with the STB's March 15, 2023 final decision, the STB imposed a number of conditions, including among others (i) commitments by the combined company to keep gateways open on commercially reasonable terms and create no new bottlenecks, (ii) numerous environmental-related conditions, (iii) extensive data reporting and retention requirements, and (iv) a seven-year oversight period for the STB to monitor adherence to these conditions. In addition, the Company inherits conditions previously imposed by the STB on KCS in connection with various prior KCS acquisitions, including in relation to KCS’s commitment to keep the Laredo gateway open on commercially reasonable terms in connection with its prior acquisition of The Texas Mexican Railway. Furthermore, the STB has noted its authority to issue supplemental orders to address issues or concern that may arise in the future. These conditions could disrupt the Company’s businesses, and uncertainty about the outcome of that review could divert management’s attention and resources, and reduce the anticipated benefits of the combination, and may have an adverse effect on the combined company. Further, the combination may give rise to potential liabilities, including as a result of pending and future shareholder lawsuits and other litigation relating to the combination. In addition, the Company has incurred, and expects to incur additional, material non-recurring expenses in connection with the completion of the combination. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of the Company and the market value of the Company’s common stock and debt securities.

The Company may be unable to integrate KCS successfully, and the Company may not experience the growth being sought from the combination. CPRL and KCS operated independently until the Control Date. Integrating KCS with CPKC will involve operational, technological and personnel-related challenges. This process will be time-consuming and expensive, may disrupt the businesses of either or both of the companies and may reduce the growth opportunities sought from the combination. There can be no guarantee of the successful integration of KCS or that the combined company will realize the anticipated benefits of the business combination, whether financial, strategic or otherwise, and this may be exacerbated by changes to the economic, political and global environment in which the merged company would operate.

Risks related to Operations in Mexico

The Mexican Concession of CPKCM is subject to revocation or termination in certain circumstances, which would prevent CPKCM from conducting rail operations under the Concession and would have a material adverse effect on the Company’s consolidated financial statements. CPKCM operates under the Concession granted by the Mexican government until June 2047, which is renewable for an additional period of up to 50 years, subject to certain conditions. The Concession

gives CPKCM exclusive rights to provide freight transportation services over its rail lines through 2037 (the first 40 years of the 50-year Concession), subject to certain trackage and haulage rights granted to other concessionaires.

The Secretaría de Infraestructura, Comunicaciones y Transportes (also known as Secretariat of Infrastructure, Communications and Transportation) ("SICT") and Agencia Reguladora del Transporte Ferroviario (also known as Mexico's Railway Transport Regulatory Agency) ("ARTF"), which are principally responsible for regulating railroad services in Mexico, have broad powers to monitor CPKCM’s compliance with the Concession, and they can require CPKCM to supply them with any technical, administrative and financial information they request. Among other obligations, CPKCM must comply with the investment commitments established in its business plan, which forms an integral part of the Concession, and must update the plan every three years. The SICT treats CPKCM’s business plans confidentially. The SICT and ARTF also monitor CPKCM’s compliance with efficiency and safety standards established in the Concession. The SICT and ARTF review, and may amend, these standards from time to time.

Under the Concession, CPKCM has the right to operate its rail lines, but it does not own the land, roadway or associated structures. If the Mexican government legally terminates the Concession, it would own, control, and manage such public domain assets used in the operation of CPKCM’s rail lines. All other property not covered by the Concession, including all locomotives and railcars otherwise acquired, would remain CPKCM’s property. In the event of early termination, or total or partial revocation of the Concession, the Mexican government would have the right to cause the Company to lease all service related assets to it for a term of at least one year, automatically renewable for additional one-year terms for up to five years. The amount of rent would be determined by experts appointed by CPKCM and the Mexican government. The Mexican government must exercise this right within four months after early termination or revocation of the Concession.

In addition, the Mexican government would also have a right of first refusal with respect to certain transfers by CPKCM of railroad equipment within 90 days after revocation of the Concession. The Mexican government may also temporarily seize control of CPKCM’s rail lines and its assets in the event of a natural disaster, war, significant public disturbance or imminent danger to the domestic peace or economy. In such a case, the SICT may restrict CPKCM’s ability to operate under the Concession in such manner as the SICT deems necessary under the circumstances, but only for the duration of any of the foregoing events. Mexican law requires that the Mexican government pay compensation if it effects a statutory appropriation for reasons of the public interest. With respect to a temporary seizure due to any cause other than international war, the Mexican Regulatory Railroad Service Law and regulations provide that the Mexican government will indemnify an affected concessionaire for an amount equal to damages caused and losses suffered. However, these payments may not be sufficient to compensate CPKCM for its losses and may not be made timely.

The SICT may revoke the Concession if CPKCM is sanctioned for the same cause at least three times within a period of five years for any of the following: unjustly interrupting the operation of its rail lines or rendering its public services for charging rates higher than those it has registered with the ARTF; unlawfully restricting the ability of other Mexican rail operators to use its rail lines; failing to make payments for damages caused during the performance of services; failing to comply with any term or condition of the Mexican Regulatory Railroad Service Law and regulations or the Concession; failing to make the capital investments required under its three-year business plan filed with the SICT; or failing to maintain an obligations compliance bond and insurance coverage as specified in the Mexican Regulatory Railroad Service Law and regulations. In addition, the Concession would terminate automatically if CPKCM changes its nationality or assigns or creates any lien on the Concession, or if there is a change in control of CPKCM without the SICT’s approval.

The SICT may also terminate the Concession as a result of CPKCM’s surrender of its rights under the Concession, or for reasons of public interest or upon CPKCM’s liquidation or bankruptcy. If the Concession is terminated or revoked by the SICT for any reason, CPKCM would receive no compensation and its interest in its rail lines, and all other fixtures covered by the Concession, as well as all improvements made by it, would revert to the Mexican government. Revocation or termination of the Concession could have a material adverse effect on the Company’s consolidated financial statements.

The Company’s ownership of CPKCM and operations in Mexico subject it to Mexican economic and political risks. The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on CPKCM’s operations in particular. For example, CPKCM operations could be impacted with the introduction of new legislation or policies to regulate the railway industry, the energy market, or labor and tax conditions. The Company cannot predict the impact that the political landscape, including multiparty rule, social unrest and civil disobedience, will have on the Mexican economy or CPKCM’s operations. For example, from time to time, social unrest in Mexico has resulted in service interruptions on CPKCM’s right of ways due to blockages from teachers’ protests. The Company’s consolidated financial statements and prospects may be adversely affected by currency fluctuations, inflation, interest rates, regulation, taxation and other political, social and economic developments in or affecting Mexico. For example, the Company has several tax contingencies including audit assessments for the CPKCM 2009, 2010, 2013, 2014, and 2015 Mexico tax returns, and a receivable for refundable VAT. An adverse resolution of these matters could have a material adverse effect on the Company’s consolidated financial statements in a particular quarter or period. Tax contingencies are further discussed in Notes 4 and 16 of Item 1. Financial Statements, and within Exhibit 99.1 included in the Company's 2022 Annual Report on Form 10-K.

The social and political situation in Mexico could adversely affect the Mexican economy and CPKCM’s operations, and changes in laws, public policies and government programs could be enacted, each of which could also have a material adverse effect on the Company’s consolidated financial statements.

The Mexican economy in the past has suffered balance of payment deficits and shortages in foreign exchange reserves. Although Mexico has imposed foreign exchange controls in the past, there are currently no exchange controls in Mexico. Any restrictive exchange control policy could adversely affect the Company’s ability to obtain U.S. dollars or to convert Mexican pesos into dollars for purposes of making payments. This could have a material adverse effect on the Company’s consolidated financial statements.

Downturns in the United States economy or in trade between the United States and Asia or Mexico and fluctuations in the peso-dollar exchange rates could have material adverse effects on the Company’s consolidated financial statements. The level and timing of the Company’s Mexican business activity is heavily dependent upon the level of United States-Mexican trade and the effects of current or future multinational trade agreements on such trade. The Mexican operations depend on the United States and Mexican markets for the products CPKCM transports, the relative position of Mexico and the United States in these markets at any given time, and tariffs or other barriers to trade. Failure to preserve trade provisions conducive to trade, or any other action imposing import duties or border taxes, could negatively impact KCS customers and the volume of rail shipments, and could have a material adverse effect on the Company’s consolidated financial statements.

Downturns in the United States or Mexican economies or in trade between the United States and Mexico could have material adverse effects on the Company’s consolidated financial statements and the Company’s ability to meet debt service obligations. In addition, the Company has invested significant amounts in developing its intermodal operations, including the Port of Lazaro Cardenas, in part to provide Asian importers with an alternative to the west coast ports of the United States, and the level of intermodal traffic depends, to an extent, on the volume of Asian shipments routed through Lazaro Cardenas. Reductions in trading volumes, which may be caused by factors beyond the Company’s control, including increased government regulations regarding the safety and quality of Asian-manufactured products, could have a material adverse effect on the Company’s consolidated financial statements.

Additionally, fluctuations in the peso-dollar exchange rates could lead to shifts in the types and volumes of Mexican imports and exports. Although a decrease in the level of exports of some of the commodities that CPKCM transports to the United States may be offset by a subsequent increase in imports of other commodities CPKCM hauls into Mexico and vice versa, any offsetting increase might not occur on a timely basis, if at all. Future developments in United States-Mexican trade beyond the Company’s control may result in a reduction of freight volumes or in an unfavorable shift in the mix of products and commodities CPKCM carries.

Extreme volatility in the peso-dollar exchange rate may result in disruption of the international foreign exchange markets and may limit the ability to transfer or convert Mexican pesos into U.S. dollars. Although the Mexican government currently does not restrict, and for many years has not restricted, the right or ability of Mexican or foreign persons or entities to convert pesos into U.S. dollars or to transfer foreign currencies out of Mexico, the Mexican government could, as in the past, institute restrictive exchange rate policies that could limit the ability to transfer or convert pesos into U.S. dollars or other currencies for the purpose of making timely payments and meeting contractual commitments. Fluctuations in the peso-dollar exchange rates also have an effect on the Company’s consolidated financial statements. A weakening of the peso against the U.S. dollar would cause reported peso-denominated revenues and expenses to decrease, and could increase reported foreign exchange loss due to the Company’s net monetary assets that are peso-denominated. Exchange rate variations also affect the calculation of taxes under Mexican income tax law, and a strengthening of the peso against the U.S. dollar could cause an increase in the Company’s cash tax obligation and effective income tax rate.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchase of Equity Securities

In connection with the KCS transaction, the Company suspended share repurchases and did not have an active program as at September 30, 2023.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit			Description
3.1			Restated Certificate and Articles of Incorporation of Canadian Pacific Railway Limited (incorporated by reference to Exhibit 99.2 to Canadian Pacific Railway Limited’s Form 6-K filed with the Securities and Exchange Commission on October 22, 2015, File No. 001-01342).
3.2			Articles of Amendment to Restated Certificate and Articles of Incorporation of Canadian Pacific Railway Limited (incorporated by reference to Exhibit 3.1 to Canadian Pacific Railway Limited’s Form 8-K filed with the Securities and Exchange Commission on May 5, 2021, File No. 001-01342).
3.3			Articles of Amendment to Restated Certificate and Articles of Incorporation of Canadian Pacific Kansas City Limited (incorporated by reference to Exhibit 3.1 to Canadian Pacific Kansas City Limited’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2023, File No. 001-01342).
3.4			By-law No. 1, as amended, of Canadian Pacific Kansas City Limited (incorporated by reference to Exhibit 3.4 to Canadian Pacific Kansas City Limited's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2023, File No. 001-01342).
3.5			By-law No. 2 of Canadian Pacific Kansas City Limited (incorporated by reference to Exhibit 3.5 to Canadian Pacific Kansas City Limited's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2023, File No. 001-01342).
3.6			General By-law, as amended, of Canadian Pacific Railway Company, a wholly owned subsidiary of Canadian Pacific Railway Limited (incorporated by reference to Exhibit 2 to Canadian Pacific Railway Limited’s Form 6-K filed with the Securities and Exchange Commission on May 22, 2009, File No. 001-01342).
22.1*			List of Issuers and Guarantor Subsidiaries
31.1*			CEO Rule 13a-14(a) Certifications
31.2*			CFO Rule 13a-14(a) Certifications
32.1*			CEO Section 1350 Certifications
32.2*			CFO Section 1350 Certifications
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 third quarter ended September 30, 2023, formatted in Extensible Business Reporting Language (XBRL) includes: (i) the Interim Consolidated Statements of Income for the third quarters and first nine months ended September 30, 2023 and 2022; (ii) the Interim Consolidated Statements of Comprehensive Income for the third quarters and first nine months ended September 30, 2023 and 2022; (iii) the Interim Consolidated Balance Sheets at September 30, 2023, and December 31, 2022; (iv) the Interim Consolidated Statements of Cash Flows for the third quarters and first nine months ended September 30, 2023 and 2022; (v) the Interim Consolidated Statements of Changes in Equity for the third quarters and first nine months ended September 30, 2023 and 2022; and (vi) the Notes to Interim Consolidated Financial Statements.
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed with this Quarterly Report on Form 10-Q

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)

Date: October 25, 2023

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Canadian Pacific Railway Limited (CP) 10-Q2023 Q3 Quarterly report

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