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CP & KCS: The Future for Freight
 * Better Together
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ONE RAILROAD CONNECTING THE U.S., MEXICO AND CANADA




CANADIAN PACIFIC AND KANSAS CITY SOUTHERN CLOSE INTO VOTING TRUST



Canadian Pacific (CP) completed its acquisition of Kansas City Southern (KCS) on
Dec. 14, 2021, a historic day for the two iconic companies. Immediately upon the
closing of the acquisition, the shares of KCS were placed into a voting trust
with Dave Starling, former KCS President and CEO, appointed as the Voting
Trustee. The trust, which ensures KCS will operate independently of CP, will
remain in effect until the U.S. Surface Transportation Board (STB) issues its
decision on the companies’ joint railroad control application to create Canadian
Pacific Kansas City (CPKC), the only single-line railroad linking the United
States, Mexico and Canada.

Expected benefits from the business combination will not be realized until the
STB approves CP’s control of KCS’ railroads. Upon obtaining control approval
from the STB, the two companies will be integrated fully over the ensuing three
years, unlocking the benefits of the combination.

Read the full announcement here.



“CPKC WILL BECOME THE BACKBONE CONNECTING OUR CUSTOMERS TO NEW MARKETS,
ENHANCING COMPETITION IN THE U.S. RAIL NETWORK, AND DRIVING ECONOMIC GROWTH
WHILE DELIVERING SIGNIFICANT ENVIRONMENTAL BENEFITS. WE ARE EXCITED TO REACH
THIS MILESTONE ON THE PATH TOWARD CREATING THIS UNIQUE TRULY NORTH AMERICAN
RAILROAD.”  

– KEITH CREEL, CP PRESIDENT AND CHIEF EXECUTIVE OFFICER 



“AS A BOARD AND MANAGEMENT TEAM, WE ARE PROUD OF THE COUNTLESS CONTRIBUTIONS AND
ACHIEVEMENTS OF ALL THOSE WHO WORK FOR KANSAS CITY SOUTHERN. WE ARE EXCITED FOR
THE POSSIBILITIES THAT WILL OPEN TO US THROUGH THIS COMBINATION WITH CP AND WE
LOOK FORWARD TO OUR NEXT CHAPTER.” 

– PATRICK J. OTTENSMEYER, KCS PRESIDENT AND CHIEF EXECUTIVE OFFICER



STB REGULATORY REVIEW

CP and KCS have jointly filed a railroad control application with the STB
regarding the proposed transaction to create CPKC. The comprehensive control
application provides an overview of the proposed operational integration of the
CP and KCS rail networks, the impact of that combination on the companies’
finances and labour needs, and the anticipated competitive and other benefits
that will flow from providing shippers with new and better transportation
alternatives.

The STB has created a project web site for information about the board’s
environmental review of the proposed combination.



A CP-KCS COMBINATION:



CREATES THE FIRST U.S.-MEXICO-CANADA RAIL NETWORK 

OFFERS UNPARALLELED SERVICE & BENEFITS FOR SHIPPERS

EXPANDS COMMITMENT TO SAFETY & INNOVATION

DELIVERS VALUE FOR BOTH COMPANIES’ SHAREHOLDERS




CONTACT US

MEDIA

CANADIAN PACIFIC

Patrick Waldron
Tel: 403-319-6227
Patrick_waldron@cpr.ca


KANSAS CITY SOUTHERN

C. Doniele Carlson
Tel: 816-983-1372
dcarlson@kcsouthern.com





INVESTORS

Chris De Bruyn
Tel: 403-319-3591
chris_debruyn@cpr.ca
Investor Relations



FORWARD-LOOKING STATEMENTS AND INFORMATION 

This webpage includes certain forward looking statements and forward looking
information (collectively, FLI) to provide CP and KCS shareholders and potential
investors with information about CP, KCS and their respective subsidiaries and
affiliates, including each company’s management’s respective assessment of CP,
KCS and their respective subsidiaries’ future plans and operations, which FLI
may not be appropriate for other purposes. FLI is typically identified by words
such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”,
“intend”, “target”, “believe”, “likely” and similar words suggesting future
outcomes or statements regarding an outlook. All statements other than
statements of historical fact may be FLI. 



Although we believe that the FLI is reasonable based on the information
available today and processes used to prepare it, such statements are not
guarantees of future performance and you are cautioned against placing undue
reliance on FLI. By its nature, FLI involves a variety of assumptions, which are
based upon factors that may be difficult to predict and that may involve known
and unknown risks and uncertainties and other factors which may cause actual
results, levels of activity and achievements to differ materially from those
expressed or implied by these FLI, including, but not limited to, the following:
the timing and completion of the transaction, including receipt of regulatory
and shareholder approvals and the satisfaction of other conditions precedent;
interloper risk; the realization of anticipated benefits and synergies of the
transaction and the timing thereof; the success of integration plans; the focus
of management time and attention on the transaction and other disruptions
arising from the transaction; changes in business strategy and strategic
opportunities; estimated future dividends; financial strength and flexibility;
debt and equity market conditions, including the ability to access capital
markets on favourable terms or at all; cost of debt and equity capital;
potential changes in the CP share price which may negatively impact the value of
consideration offered to KCS shareholders; the ability of management of CP, its
subsidiaries and affiliates to execute key priorities, including those in
connection with the transaction; general Canadian, U.S., Mexican and global
social, economic, political, credit and business conditions; risks associated
with agricultural production such as weather conditions and insect populations;
the availability and price of energy commodities; the effects of competition and
pricing pressures, including competition from other rail carriers, trucking
companies and maritime shippers in Canada, the U.S. and Mexico; North American
and global economic growth; industry capacity; shifts in market demand; changes
in commodity prices and commodity demand; uncertainty surrounding timing and
volumes of commodities being shipped; inflation; geopolitical instability;
changes in laws, regulations and government policies, including regulation of
rates; changes in taxes and tax rates; potential increases in maintenance and
operating costs; changes in fuel prices; disruption in fuel supplies;
uncertainties of investigations, proceedings or other types of claims and
litigation; compliance with environmental regulations; labour disputes; changes
in labour costs and labour difficulties; risks and liabilities arising from
derailments; transportation of dangerous goods; timing of completion of capital
and maintenance projects; sufficiency of budgeted capital expenditures in
carrying out business plans; services and infrastructure; the satisfaction by
third parties of their obligations; currency and interest rate fluctuations;
exchange rates; effects of changes in market conditions and discount rates on
the financial position of pension plans and investments; trade restrictions or
other changes to international trade arrangements; the effects of current and
future multinational trade agreements on the level of trade among Canada, the
U.S. and Mexico; climate change and the market and regulatory responses to
climate change; anticipated in-service dates; success of hedging activities;
operational performance and reliability; customer, shareholder, regulatory and
other stakeholder approvals and support; regulatory and legislative decisions
and actions; the adverse impact of any termination or revocation by the Mexican
government of Kansas City Southern de Mexico, S.A. de C.V.’s Concession; public
opinion; various events that could disrupt operations, including severe weather,
such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks,
as well as security threats and governmental response to them, and technological
changes; acts of terrorism, war or other acts of violence or crime or risk of
such activities; insurance coverage limitations; material adverse changes in
economic and industry conditions, including the availability of short and
long-term financing; and the pandemic created by the outbreak of COVID-19 and
its variants, and resulting effects on economic conditions, the demand
environment for logistics requirements and energy prices, restrictions imposed
by public health authorities or governments, fiscal and monetary policy
responses by governments and financial institutions, and disruptions to global
supply chains. 



We caution that the foregoing list of factors is not exhaustive and is made as
of the date hereof. Additional information about these and other assumptions,
risks and uncertainties can be found in reports and filings by CP and KCS with
Canadian and U.S. securities regulators, including any proxy statement,
prospectus, material change report, management information circular or
registration statement to be filed in connection with the transaction. Reference
should be made to “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Forward Looking Statements” in
CP’s and KCS’s annual and interim reports on Form 10-K and 10-Q. Due to the
interdependencies and correlation of these factors, as well as other factors,
the impact of any one assumption, risk or uncertainty on FLI cannot be
determined with certainty.



Except to the extent required by law, we assume no obligation to publicly update
or revise any FLI, whether as a result of new information, future events or
otherwise. All FLI in this webpage is expressly qualified in its entirety by
these cautionary statements.



ABOUT CANADIAN PACIFIC

Canadian Pacific is a transcontinental railway in Canada and the United States
with direct links to major ports on the west and east coasts. CP provides North
American customers a competitive rail service with access to key markets in
every corner of the globe. CP is growing with its customers, offering a suite of
freight transportation services, logistics solutions and supply chain expertise.
Visit www.cpr.ca to see the rail advantages of CP. CP-IR



ABOUT KCS

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a
transportation holding company that has railroad investments in the U.S., Mexico
and Panama. Its primary U.S. holding is The Kansas City Southern Railway
Company, serving the central and south central U.S. Its international holdings
include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and
central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and
a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean
freight and passenger service along the Panama Canal. KCS’ North American rail
holdings and strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the commercial and
industrial centers of the U.S., Mexico and Canada. More information about KCS
can be found at www.kcsouthern.com



ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

CP will file with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form F-4, which will include a proxy statement of KCS
that also constitutes a prospectus of CP, and any other documents in connection
with the transaction. The definitive proxy statement/prospectus will be sent to
the shareholders of KCS. CP will also file a management proxy circular in
connection with the transaction with applicable securities regulators in Canada
and the management proxy circular will be sent to CP shareholders. INVESTORS,
STOCKHOLDERS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER
DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS
IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED
MATTERS. The registration statement and proxy statement/prospectus and other
documents filed by CP and KCS with the SEC, when filed, will be available free
of charge at the SEC’s website at www.sec.gov. In addition, investors and
shareholders will be able to obtain free copies of the registration statement,
proxy statement/prospectus, management proxy circular and other documents which
will be filed with the SEC and applicable securities regulators in Canada by CP
online at investor.cpr.ca and www.sedar.com, upon written request delivered to
CP at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention: Office of
the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to
obtain free copies of the proxy statement/prospectus and other documents filed
with the SEC by KCS online at www.investors.kcsouthern.com, upon written request
delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105,
Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office
by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.



You may also read and copy any reports, statements and other information filed
by KCS and CP with the SEC at the SEC public reference room at 100 F Street
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330
or visit the SEC’s website for further information on its public reference room.
This webpage shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to appropriate registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.



PARTICIPANTS IN THE SOLICITATION OF PROXIES
This webpage is not a solicitation of proxies in connection with the
transaction. However, under SEC rules, CP, KCS, and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the transaction. Information about
CP’s directors and executive officers may be found in its 2021 Management Proxy
Circular, dated March 10, 2021, as well as its 2020 Annual Report on Form 10-K
filed with the SEC and applicable securities regulators in Canada on February
18, 2021, available on its website at investor.cpr.ca and at www.sedar.com and
www.sec.gov. Information about KCS’s directors and executive officers may be
found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form
10-K filed with the SEC on January 29, 2021, available at
www.investors.kcsouthern.com and www.sec.gov. These documents can be obtained
free of charge from the sources indicated above. Additional information
regarding the interests of such potential participants in the solicitation of
proxies in connection with the transaction will be included in the proxy
statement/prospectus and management proxy circular and other relevant materials
filed with the SEC and applicable securities regulators in Canada when they
become available.