Canadian Pacific Kansas City Limited (CP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Jeff Ellis. I'm the Executive Vice President, Chief Legal Officer, and Corporate Secretary of Canadian Pacific Kansas City Limited. CPKC is committed to diversity and inclusion. In keeping with indigenous protocol and building respectful relationships between indigenous and nonindigenous peoples in Canada, the United States and Mexico, and in the communities in which we operate, I would like to acknowledge that indigenous peoples are the traditional stewards of the lands and waters where CPKC's head office is located and where each of us is participating from in this meeting. This presentation will contain certain forward-looking statements and forward-looking information within the meaning of applicable securities laws, which I will refer to collectively as forward-looking statements, including, but not limited to, CPKC's operations, priorities and plans, anticipated financial performance, business prospects, information regarding sustainability-related actions we plan to take in the future, including our climate strategy for reducing greenhouse gas emissions and the anticipated benefits of the Kansas City Southern business combination and related integration of Kansas City Southern and CP. By their nature, forward-looking statements involve numerous assumptions, risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. This presentation will also contain certain non-GAAP measures, which do not have a standardized meaning under generally accepted accounting principles. Further information about CPKC's forward-looking statements and non-GAAP measures is available in the company's annual report on Form 10-K and CPKC's other filings with Canadian and U.S. regulators, each of which can be found online on SEDAR, EDGAR and investor.cpkcr.com.

Good morning, ladies and gentlemen. My name is Isabelle Courville, and I am Chair of the Board of Directors of Canadian Pacific Kansas City Limited. Welcome to the 2023 Annual Meeting of Shareholders of Canadian Pacific Kansas City Limited. This is our first meeting as Canadian Pacific Kansas City Limited, following the name change from Canadian Pacific Railway Limited and obtaining control of Kansas City Southern on April 14, 2023. [Foreign Language] This year's meeting is being held in a virtual format via live webcast, allowing shareholders to participate regardless of where they are located. Shareholders will be able to vote on all business brought forth and submit questions for consideration as they would at an in-person shareholder meeting. With that, I welcome all of you, shareholders, employees and directors, joining us virtually from around the globe. Joining me at the meeting today are Keith Creel, our President and Chief Executive Officer; and Jeff Ellis, our Executive Vice President, Chief Legal Officer and Corporate Secretary. All director nominees have consented to their election to the Board of Directors. As indicated in our proxy circular, representatives from Ernst & Young LLP, who are our auditors, are also available at the meeting today if there are any questions. We will be considering the regular business of an annual meeting, including our annual nonbinding advisory votes, say on pay and say on climate. We will have a Q&A session at the end of Keith Creel's remark. If your question is not answered during the meeting, we will respond by e-mail after the meeting. As in past years, we expect that the vast majority of votes have been cast in advance of the meeting by proxy through various available channels. That said, the right to vote and participate in the meeting is very important, and we fully support that participation. Registered shareholders and duly appointed proxy holders, who have not voted or wish to change their vote, may vote online by clicking on the Voting icon. Polls are now open for voting on all 4 items of business to be voted on at the meeting, as described in the proxy circular. Once discussion on all business items has concluded, I will provide you with further time to enter your votes, and then I will declare voting closed on all resolutions. Registered shareholders and beneficial shareholders who have appointed themselves as proxy holders can submit questions any time online by clicking on the Question icon. All meeting materials, along with an audio recording of the meeting, will be available on CPKC's investor website following the meeting. I now call the meeting to order. I will act as Chair of the meeting, and Jeff Ellis will act as Secretary. I appoint Colleen Nielsen from Computershare Trust Company of Canada to act as scrutineer for the meeting. The Secretary has deposited with me an affidavit establishing the sending of notice of the time and format of this meeting to each shareholder entitled to vote to each director and to the auditors of Canadian Pacific Kansas City Limited, as required by law. The scrutineer has confirmed that a quorum is present. The scrutineer's final report will be kept with the records of this meeting. I declare that the meeting has been regularly called and properly constituted for the transaction of the business. Before we commence the formal business of the meeting, I would like to take a moment to reflect on this past year, which has been truly transformative. First, I would like to congratulate our President and CEO, Keith Creel, and the entire CPKC family of railroaders for completing the transaction that has brought together Canadian Pacific and Kansas City Southern, combining to create the only single-line rail network connecting Canada, the U.S. and Mexico. Having received final approval from the Surface Transportation Board on March 15, 2023, our 2 companies completed their combination as of April 14, 2023. The Board looks forward to supporting management in its effort to unlock the value of CPKC. [Foreign Language] From a results perspective, CP's 2022 full year results, as a stand-alone company, saw an increase in revenue to $8.81 billion from $8 billion in 2021. Throughout 2022, CP also continued to operate the Safest Railway in North America for the 17th consecutive year, as measured by Federal Railroad Administration Reportable Train Accident Frequency. With the CPKC's combination complete, management is working to integrate safety standards as detailed in our FRA and STB-approved safety integration plan. During 2022, CP remained committed to making improvements in sustainability. Our continued focus in this area saw CP recognized as a sustainability leader throughout the year including being named on the CDP Climate Change A List for the second consecutive year to the Standard & Poor Global Dow Jones Sustainability World Index for the first time and to the Dow Jones Sustainability North America Index for the third year in a row. Our industry-leading hydrogen locomotive program made significant progress with ongoing testing underway and its first revenue move completed in 2022. Going forward, we intend to bring CP's focus on sustainability to our new combined CPKC network. Keeping this in mind, shareholders continue to have the opportunity to provide feedback to our nonbiding advisory say-on-climate vote, which enables shareholders to have a say on our approach to climate change, as described in our proxy circular. We believe that this year's say-on-climate vote is particularly valuable because it will prompt dialogue and help inform on this important topic as we evaluate the combined CPKC's approach to sustainability. We have, just last week, taken an important early step by establishing a single combined emissions reduction target for CPKC, while also committing to updating that target within the next 2 years so that it aligns to current climate science and supports the global economy in achieving net zero emissions by 2050. As part of the transaction, 4 new directors nominees have been nominated to sit on our Board. Janet Kennedy, Henry Maier, Ambassador Antonio Garza; and David Garza-Santos. These individuals will bring valuable experience to our Board, including experience in cybersecurity, knowledge of the political and business landscape in Mexico, and further logistics and transportation experience. We will continue to be a board that values industry experience as well as language, cultural and geographic diversity. This year, I have witnessed the determination and ability of our world-class railroaders to overcome challenges and work to provide the best freight service in North America. CPKC railroaders are committed and ready to define the future of railroading in North America. [Foreign Language] I thank you for your ongoing commitment to the new CPKC as we'll all look and build for tomorrow. With that, let us proceed to the formal business of the meeting. Please note that after the meeting, formal business is concluded and the meeting is terminated, President and CEO, Keith Creel, will address shareholders, after which there will be a Q&A period. To expedite matters today, the Secretary and I will either move or second all motions with respect to the business of the meeting. If you have any questions, these should be submitted by clicking on the Question icon on your phone, computer or tablet. There are 4 matters set out in the notice of this meeting to be voted on by shareholders. We are conducting voting on all items at once online. If you are a registered shareholder or a proxy holder, and if you have not already done so prior to today, you can vote now by clicking on the Voting icon on your phone, computer or tablet. A voting user guide was distributed to shareholders with the meeting materials and is available online at CPKC's investor website at investor.cpkcr.com. I kindly request that the Secretary read out the items that are being voted upon.

Thank you, Madam Chair. Again, if you have submitted your vote prior to this meeting, there is nothing for you to do unless you wish to change your vote. Each shareholder or proxy holder may vote on all matters at this meeting. In particular, one, the appointment of an auditor by selecting either for or withhold; two, the company's approach to executive compensation, commonly known as say on pay, by selecting either for or against; three, our approach to climate change, referred to as say on climate, by selecting either for or against; and four, the election of directors by selecting the names of the nominees for whom they wish to vote, by selecting either for or against for each nominee. As set out in the company's proxy circular delivered prior to this 2023 Annual Meeting of Shareholders, the CPKC Board unanimously recommends that you vote for each of these items of business. Preliminary results will be announced later in the meeting after all matters have been voted on.

The first step in today's meeting is the receipt of the consolidated financial statements as included in the 2022 annual report. A copy of the annual report has been made available to shareholders in either hard copy or electronically. A copy of the annual report is also found at investors.cpkcr.com and is found on the annual meeting site. I now place before the meeting the consolidated financial statements of the company and report of the auditor thereon for the year ended December 31, 2022. The first item of business to be voted on is the appointment of an auditor. I move that Ernst & Young LLP, the appointed auditor of Canadian Pacific Kansas City Limited, to hold office until the close of the next Annual Meeting of Shareholders.

Madam Chair, I second the motion.

The next item of business is a nonbinding advisory vote to approve compensation of CPKC's named executive, commonly known as say on pay. I move that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the company's approach to the compensation of the named executives of Canadian Pacific Kansas City Limited, as disclosed in the company's proxy circular delivered prior to this 2023 Annual Meeting of Shareholders.

Madam Chair, I second the motion.

The next item of business is a nonbinding advisory vote to approve our approach to climate change, which is also referred to as say on climate. I move that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders approve the company's approach to climate change as disclosed in the company's proxy circular delivered prior to this 2023 Annual Meeting of Shareholders.

Madam Chair, I second the motion.

Thank you. The next item of business is the election of directors. In accordance with the articles and bylaws of Canadian Pacific Kansas City Limited, the Board of Directors has determined that 13 directors are to be elected at this meeting. The following are the 13 director nominees as set out in the company's proxy circular and delivered prior to this 2023 Annual Meeting of Shareholders. The Honorable John Baird, Isabelle Courville, Keith Creel, Jill Denham, Ambassador Antonio Garza, David Garza-Santos, Edward Hamberger, Janet Kennedy, Henry Maier, Matthew Paull, Jane Peverett, Andrea Robertson, and Gordon Trafton.

I move that the persons nominated be elected directors of Canadian Pacific Kansas City Limited, each to hold office until the close of the next Annual Meeting of Shareholders or until such person's successor is elected or appointed.

I second the motion. For those of you who have not yet voted on all of the resolutions, please do so now as I will close these polls -- the polls in 30 seconds. [Voting]

The scrutineer has provided a preliminary report based on proxies received prior to the meeting. I call on the Secretary to report on the preliminary results of the votes and I note that the company will report the detailed final voting results, including those votes submitted online at the meeting, once the tabulation is completed after the meeting.

Ernst & Young LLP has been appointed auditor of Kansas -- of Canadian Pacific Kansas City Limited with 99.91% of the votes in favor of their appointment. The Say on Pay vote received 95.95% of the votes cast in favor of the resolution. The Say on Climate vote received 83.7 votes -- percent of the votes cast in favor of the resolution. Each of the 13 nominees has been elected as a director of Canadian Pacific Kansas City Limited, with at least 93.82% of the votes in favor of their election.

I adopt the preliminary report of the scrutineer and declare the 13 director nominees duly elected directors of Canadian Pacific Kansas City Limited, and each of the other matters of business passed. I direct that the scrutineer's report be annexed to the meeting -- the minutes of this meeting. Ladies and gentlemen, your duly elected directors of Canadian Pacific Kansas City Limited are: The Honorable John Baird, Isabelle Courville, Keith Creel, Jill Denham, Ambassador Antonio Garza, David Garza-Santos, Edward Hamberger, Janet Kennedy, Henry Maier, Matthew Paull, Jane Peverett, Andrea Robertson and Gordon Trafton. As there are no other business that may be properly brought before the meeting, this concludes the formal business of the meeting. I wish to thank you all for participating, and I now declare this meeting terminated. Mr. Keith Creel will now provide his address to shareholders. If you have any questions, you may submit them by clicking on the Question icon at any time. Mr. Ellis will then read back the questions after the CEO address. Now over to you, Keith.

Thank you, Isabelle. Good morning, shareholders, fellow railroaders and guests. This is certainly a very special AGM. Our last reporting our results for Canadian Pacific and our first this Canadian Pacific Kansas City or CPKC. Now I'll begin my remarks by thanking the many thousands of CP, Kansas City Southern and Kansas City Southern de México railroaders whose hard work built the world-class railroads we combined on April 14 of this year. I also want to thank those who are working to integrate these historic companies as one strong united team. I'm going to talk briefly this morning about CP's 2022 performance, and then I'll turn to the exciting future ahead for our newly combined railroad. This past year unfolded as we expected, it was a tale of two halves and a year of contrast. Throughout the year, I saw many examples of extraordinary teamwork, innovation and dedication to one another, our customers in the supply chain that depends upon us. For the year, total revenues were up 10%. We delivered an operating ratio of 62.2% and an adjusting operating ratio of 61.4%. Reported diluted EPS was $3.77 and core adjusted diluted EPS was also $3.77. I'm extremely proud that again in 2022, CP railroad has delivered the lowest FRA reportable accident frequency ratio in the company's history, and our 17th consecutive year of being best in the industry. We ended 2022 poised to make history with our combination with the Kansas City Southern. And on April 14 of this year, we began writing the first chapter of CPKC's transformational story as a united team. My vision for our new company is crystal clear. CPKC will be the most unique and relevant railway in North America. We will be the safest railway. We will be the most reliable railway. And we will have the best growth story in our industry. CPKC instantly brings a new competitive landscape to North America. For automakers, agriculture producers, retailers, energy suppliers and more, CPKC opens business opportunities for freight moving to and from Mexico, Canada and the U.S. With the trade stability that USMCA brings to North America, we can reinforce, expand and inject more resiliency into North American supply chains and compete together as a regional block against international competitors. We're creating more efficient, resilient, cost-effective and environmentally friendly shipping choices that simply did not exist prior to our combination. In May, just 1 month into the combined company, we launched our Mexico Midwest Express premium intermodal service, bringing our customers the first and only truck competitive, single-line dedicated intermodal trains operating daily between the U.S., Midwest and Mexico. This is just one example of the unique services and opportunities that we can and we will realize. When it comes to sustainability, rail has an important role to play in transitioning to green in our future, transporting freight by rail is 4x more fuel efficient than by truck, produces 75% less greenhouse gas emissions. A single intermodal train can remove 300 or more trucks from the road. We expect the new CPKC network will eventually divert over 64,000 long-haul truck shipments to rail every year, shifting freight from publicly funded infrastructure to privately held infrastructure while helping to keep roads safer and the air that we breathe cleaner. We're a company of action. In the last year, we've made substantial progress developing North America's first hydrogen-powered freight locomotive, which I'm proud to say has been created in-house by our own world-class engineers. The project reached a milestone in October of 2022 when our hydrogen locomotive performance first revenue moved in Calgary, while our teams continue to work hard developing 2 additional hydrogen locomotives. Sustainability will be a core part of everything we do at CPKC, which includes our railroad continuing to be the industry leader in safety. CP's proven culture of safety supported by a history of sustained investments in core infrastructure and technology aligns with KCS' like-minded culture. Safety will continue to be foundational in everything that we do. That is our commitment and our obligation, it's moving into the DNA of our company. I'll close by saying that the conviction now personally for what this company will deliver for our customers and our employees, our shareholders and for North American commerce has never been greater. The energy, the passion, the pride that I'm seeing from employees across our network is inspiring. We're poised to deliver tremendous value to our stakeholders as one strong CPKC family of railroaders. Thank you for your support, for your trust. Have a good day.

Thank you again for participating in today's meeting. For the Q&A session, we appreciate and look forward to addressing your questions. Madam Chair, Mr. Creel, there are no further questions.

Thank you, Jeff. Ladies and gentlemen, that concludes the management Q&A. [Foreign Language]. On behalf of CPKC, I would like to thank each of you for attending this virtual Annual Shareholder Meeting. We look forward to building for tomorrow and meeting with you next year. Thank you.