ITEM 8.01. Other Events.
On March 16, 2022, Canadian Pacific Railway Limited (the "Corporation") issued a
press release committing to clarifying train traffic data submitted to the
Surface Transportation Board as part of the regulatory review of the Canadian
Pacific-Kansas City Southern transaction. A copy of this press release is
attached as Exhibit 99.1.
On March 16, 2022, the Corporation issued a press release announcing that the
Corporation provided 72-hour notice to lock-out Teamsters Canada Rail
Conference-Train & Engine employees. A copy of this press release is attached as
Exhibit 99.2.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
Exhibit 99.1 Press Release dated March 16, 2022.
Exhibit 99.2 Press Release dated March 16, 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
FORWARD LOOKING STATEMENTS AND INFORMATION
This communication contains certain forward looking statements and forward
looking information (collectively, "FLI") relating to the Surface Transportation
Board's regulatory review of the Canadian Pacific-Kansas City Southern
transaction, collective bargaining between Canadian Pacific and its labour
unions, and potential work stoppages. 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 the CP-KCS transaction and other disruptions
arising from the CP-KCS 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; 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 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;
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success of hedging activities; operational performance and reliability;
customer, regulatory and other stakeholder approvals and support; regulatory and
legislative decisions and actions; the adverse impact of any termination or
revocation by the Mexican government of 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. 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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