ITEM 8.01. Other Events.
On March 17, 2023, Canadian Pacific Railway Limited ("CP") issued a press
release announcing that, on April 14, 2023, CP will exercise the authority
granted by the U.S. Surface Transportation Board's ("STB") March 15 final
decision and combine with Kansas City Southern ("KCS") to create Canadian
Pacific Kansas City Limited ("CPKC"), subject to certain conditions as described
more fully in the STB's March 15 decision.
CP also announced that, subject to formal appointment by the board of directors,
the following are the anticipated future senior leaders of CPKC:
• Nadeem Velani as Executive Vice-President and Chief Financial Officer;
• John Brooks as Executive Vice-President and Chief Marketing Officer;
• Mark Redd as Executive Vice-President and Chief Operating Officer;
• John Orr as Executive Vice-President and Chief Transformation Officer;
• James Clements as Executive Vice-President Strategic Planning & Technology;
• Jeff Ellis as Executive Vice-President Chief Legal Officer and Corporate
Secretary;
• Warren Erdman as Executive Advisor Strategic Projects;
• Laird Pitz as Senior Vice-President and Chief Risk Officer;
• Mike Foran as Senior Vice-President Network & Capacity Management;
• Chad Rolstad as Vice-President of Human Resources and Chief Culture
Officer; and
• Oscar Augusto Del Cueto Cuevas as Kansas City Southern de México, S.A. de
C.V. President, General Manager and Executive Representative.
As previously announced, Mr. Keith Creel will become President and CEO of CPKC.
A copy of this press release is attached as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
Exhibit 99.1 Press Release dated March 17, 2023.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward-Looking Statements and Information
This communication includes certain forward looking statements and forward
looking information (collectively, "FLI") to provide CP shareholders and
potential investors with information about CP, KCS and their respective
subsidiaries and affiliates, which FLI may not be appropriate for other
purposes. FLI is typically identified by words such as "anticipate", "expect",
"project", "estimate", "forecast", "plan", "intend", "will", "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 realization of anticipated benefits and synergies of the CP-KCS transaction
and the timing thereof; the success of integration plans; the focus of
management time and attention on CP-KCS integration; 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; the ability of management of CP, its subsidiaries and
affiliates to execute key priorities, including those in connection with the
CP-KCS transaction; general Canadian, U.S., Mexican and global social, economic,
political, credit and business conditions; risks associated with
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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; ability to achieve commitments and aspirations relating to
reducing greenhouse gas emissions and other climate-related objectives;
anticipated in-service dates; success of hedging activities; operational
performance and reliability; customer 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 events, 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 with Canadian
and U.S. securities regulators, including any prospectus, material change
report, management information circular or registration statement that have been
or will 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 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 communication 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 cpr.ca to see the rail advantages of CP. CP-IR
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