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Merger with Canadian Pacific Railway

Sep 16, 2021

Speaker 1

Good morning. Let me start by saying it's an honor to be here today in Kansas City with Pat and the team. I think it's only appropriate that we start our 1st day of our future together as the CPKC family together. We flew down last night to join the team or I couldn't tell you properly capture how excited we are about this powerful combination that we're going to get to speak more to today. So on behalf of the Canadian Pacific and the Kansas City Southern Boards, we're excited to combine to create the 1st U.

S, Mexico, Canada rail network. The rationale for this transaction was compelling in March when we first announced it what we knew to be true then even more so now, so it's even more compelling today. We've got an opportunity to bring 2 iconic companies together, which both have an unparalleled track record in service, safety and efficiency. The combined company will remain the smallest of the U. S.

Class One Roads while injecting competition into the North American transportation landscape. We continue to see challenges, the undeniable that the pandemic is wrought on our supply chains of this combination makes even more sense today. It creates stability and opportunity for our customers in the North American transportation network.

Speaker 2

Okay. Good morning, everybody. This is Pat Ottensmeier. Thanks, Keith, for your opening comment there. And thank you for coming to Kansas City for this historic day and announcement of a historic transformative transaction speaking from the Kansas City side Kansas City Southern side, we're very excited about the merger between these 2 terrific historic and iconic franchises.

Kansas City Southern and Canadian Pacific have been the 2 fastest growing railroads in the industry for the recent past. And as Keith has mentioned, this merger, this combination is driven by growth, driven by opportunity for North America that this one of a kind North American rail franchise is going to create not only will we participate in the growth that USMCA and other factors are creating for a resurgence of manufacturing in North America. We believe that this combination, the creation of this North American network will help drive that growth and attract manufacturing and investment back to all three countries in North America. As we'll talk further, this creates truck competitive options, single line service options to leverage this network and provide significant environmental advantages, reduced carbon emissions by converting truck traffic to the railroad. We will both achieve diversification in our service offering for both company for both companies versus what we have today and access new markets, new growth opportunities in the future.

From the Kansas City southern side of the equation, we think this benefits our employees by enabling us to become part of a larger and growing truly North American Continental Enterprise. I think it's particularly significant that Keith and his management team chose to come to Kansas City for the announcement and sessions that we're having here today, clearly validates and reinforces his commitment to Kansas City and the employees of Kansas City Southern. We will have the opportunity to create unparalleled service offerings for the U. S, from Mexico and Canada and all points in between, terrific footprint, port access, access to some of, if not most of, the major growing industrial markets across North America. We've previously talked through the synergy opportunities, But it bears repeating that this transaction is built on growth and creating new outlets for customers, extending environmental benefits of rail and creating new competitive options for single line rail service that doesn't exist today.

That single line service, you'll hear us talk a lot about that. That is significant and that it avoids interchanges, avoids those opportunities that generally add cost and add time, create more truck like service offerings, particularly in the intermodal space. We know that the market that this combined network connect our very large and growing freight markets dominated by truck and the creation of new single line service is going to be very attractive to our customers and the benefits of rail from a standpoint of climate and safety and other public benefits are pretty well understood and pretty powerful. So with that, I will turn the presentation back to Keith.

Speaker 1

Okay. Thanks, Pat. A couple of fine points on the transaction itself, which both the KCS and the CP Board unanimously support, the transaction values the KCS at $300 per share, it's a 34% premium to the KCS at effective price. KCS shareholders will receive 2.884 Canadian Pacific shares in $90 in cash U. S.

For each common share resulting in the KCS shareholders owning 28% of the combined company. CP will raise $8,500,000,000 in debt to finance the cash portion of the acquisition. The KCS shareholders will receive cash consideration in shares upon closing in trust, which could be as early as Q4 2021. Let me ask Nadim now to talk about some of the compelling value creation of the transaction.

Speaker 3

Thanks, Keith. So we're extremely confident that the CPKC combination create significant operating and financial efficiencies, leading strong earnings growth upon deal approval and significant cash flow generation. Following final approvals of the deal expected in the second half of twenty twenty two, the mine entity will be able to utilize best practices across our company for increased operating efficiency. As a result, we expect to spend synergies of $180,000,000 through a combination of improved fuel efficiency, lower G and A, equipment rents as well as facilities, IT spend and licensing. We've been overwhelmed by the positive response from customers this proposal gave us the confidence to increase our revenue synergy estimates.

John will get into a little bit more detail shortly. But when fully realized after a 3 year period, we expect annual $800,000,000 of EBITDA growth through the incremental revenues of just over $1,000,000,000 which will be achieved through the combination. Combined with the $180,000,000 of expense synergies, we expect to generate 1,000,000,000 dollars in EBITDA based in over 3 years. Ultimately, you should expect the CPKC franchise deliver what investors come to expect from us. Industry leading margins, high single digit CAGR of revenue growth return on invested capital in excess of 16%.

So with that, let me just pass it over to John.

Speaker 4

All right. Thanks, Nadim. As Pat and Keith have already said this is a combination built on growth. And we have a high confidence in our ability to exceed the $1,000,000,000 in synergies. Can tell you we've pressure tested these synergies.

Well, I have most of my career, but in particular over the last year or so and the customer response is overwhelmingly positive. CPKC truly unlocks new capacity for the industry and build supply chain resiliency in a time we all know we need it more than ever. No customers will be left behind. There are winners and losers. We will provide new markets, new routes, new alternatives to reach consumers across North America.

We see growth opportunities equally across all lines of businesses and customers big and small. I look at our ag book business and this becomes a real game changer. This deal links our origin and production risk franchise to new export and domestic consumption markets we simply can't get to today. On the intermodal front, this gives us access from Mexico through Texas and into U. S.

Midwest and Canada And we'll create new competition and powerful opportunities for customers to take trucks off the road. On the automotive front manufacturers in Mexico will gain single line access in the markets such as Minneapolis, Chicago, Detroit and of course into Canada. And finally, I'm particularly excited about the ability to continue to extend our reach through our short line and regional partners as they will continue to be a critical part of our growth engine. And our combined transload network provides new options for non rail served customers to convert truck to rail. We are and will continue to be keenly focused on our CP and KCS customers through this journey.

With that, I'll pass it back over to Keith.

Speaker 1

Thanks, John. A couple of comments on the transaction timing. As we all know, the STB approved our CP KC Voting Trust back in May of this year. We were extremely intentional to not change any pertinent facts in our renewed merger agreement, which we have submitted along with an amended notice amended notice of intent to the SDB yesterday obviously for their review. With that said, we see a clear path the completion with the previous voting trust approved, the gating times will be the shareholder votes and approvals in Mexico.

On the shareholder vote aspect, we expect votes in December of this year, on the Mexican approval process, we expect that to take 2 to 4 months. With that said, we expect to close Entrust Q1 2022, which would enable KCS shareholders to receive their consideration to the full with an objective and a drive still, if we can get the Mexican approvals to close in the Q4 of this year. Let me wrap it up. I think we'll open it up for questions. Undeniably, we've demonstrated our commitment transaction for the last 5 months, I'll tell you, it's been a journey.

It's been one worth traveling. We're ready to get to work, close this into trust, securing ultimate SDB approval in integrating these 2 iconic companies into something neither could achieve alone. We're excited, we're energized, we're ready for the future, ready to go to work for the shareholder, for the customers, for our employees, our CPKC family and for the communities that we serve. With that said, we'll open it up to

Speaker 5

questions. Thank

Speaker 6

that. And I will take we will take our first question from Chris Wetherbee with Citigroup.

Speaker 5

Hey, thanks. Good morning, guys, and congratulations everybody on getting the deal accomplished.

Speaker 7

Thanks, Chris.

Speaker 5

Thank you. Maybe sort of a big picture question here for Keith. When you think about the revenue synergy opportunities, the cost synergy opportunities and just sort of continued improvement on both of these networks over the course of a multiyear post transaction closing. It looks like you could sort of be well on your way towards a 50 ish type of OR and potentially even better depending on what type of sort of inputs you want to put in the model. So in the context of what we're seeing with sort of freight disruption, maybe a little bit more sort of Cautionary commentary from the STB over the course of the last couple of weeks.

Do you see that as something that is a potential negative or potential gating factor to getting improvement. Do you think you can live up to the full potential of this business and still balancing the dynamics of service as well as some of the regulatory concerns?

Speaker 1

Chris, I do believe. I think it's all about balance. I've said this before and I'll restate this today. We're not seized fees with operating ratio. Operating ratio in and of itself is actually an outcome.

It's the way we run the business. When you run the business the correct way, you run it, controlling your cost, not slashing and burning, bringing investing into your network so that you can become more efficient, you can become safer, you can provide more reliable truck like service to your customers who own most of those assets, there's something in it for them other than just the service. There's a cost benefit to that as well. So we call that the total value of the transportation that we sell. That's what we bring to the table.

So again, it's a balance and it's a fulsome full circle model. It's not about just cutting costs. It's not about being seized with operating ratio. It's about driving earnings growth. The operating ratio was an outcome.

The operating income obviously is an outcome. So what we intend to do, we're not going to focus on operating ratio. We're going to focus on the right investment so that we can unlock the right capacity so that we can compete for new business so that we can grow and add jobs, so that we can be more for our customers so that they can win in marketplaces that perhaps they don't serve today. And we can bring some supply chain stability to North America connecting 3 countries that allows and provides the backbone and the platform for all those companies that are sitting there today pulling their hair out because their supply chains are upside down, pulling their hair up because their cost and their inflation is going up because they have put so much risk into supply chains that are offshore. So as they onshore, if you provide that backbone, we believe that that provides the stability and the faith and the confidence and the trust for those companies to spend their capital dollars investing on our railroad so that we can connect them to their end markets or connect their supplies to their manufacturing facilities.

So it truly is a holistic approach, it's not a singularly focused approach and it just happens to be that when you do it that way, operating ratio is a positive outcome. It's just a measure of how efficiently you run your business. It doesn't mean it's a license to run your business in the ground. It doesn't mean it's a license to abuse employees or to cut jobs just to satisfy Wall Street, I think if you run the business the right way as a default, you're going to satisfy Wall Street while you make your customers happy, while you make your employees happy and while you serve the communities and ultimately serve the public interest in the backbone and the strength of this U. S.

Rail network, which is what the regulators mandate is most concerned with. And when you can do that in today's world and take thousands of trucks off the road and have such a positive impact to our ESG goals and objectives into the environment that we all depend upon in years of global warming and focus that's on that. I think again all those attributes this combination uniquely unlocks allows all that to happen. So again, I'm always going to respect the regulator. I'm not going to speak for the regulator.

I know that they have plenary authority and I know that they will use it if it's necessary. My objective and intent in this company is it's never going to be made necessary for the regulator to step in. We're going to complement what their mandate is, not conflict with

Speaker 5

Got it. That's very helpful. Appreciate the time. Thank you.

Speaker 6

And we will take our next question From Tom Wadewitz with UBS.

Speaker 8

Yes. Good morning and congratulations also on the deal and on Sifting through this exciting process. I'm sure you could think of other words as well, but congratulations. Wanted to get your thoughts on how the regulatory process it looks like I think it seems pretty fair to say it's a pro competitive deal. And yet you would imagine other railroads and customers might ask for something through the approval process.

So I'm just wondering if you could offer some thoughts on what might be risks Related to approval, what potentially could constrain you in the upside potential that John referred to with respect to gateways and how those work. Thank you.

Speaker 1

Yes. Tom, that's a great question. And let me start with this obvious statement, we're realist. We realize that customers are going to have their ask and their concerns. We understand that our railroad partners and competitors are going to have their list of asking concerns.

But the risk comes in only if we don't act in a responsible way and we're not men and women of our word. We've said that we're going to keep interchanges open. We've said that physically, commercially, we're going to work closely with our interchange partners, we're not going to price them out of lanes. We're not going to behave in a predatory manner that creates that kind of risk. So with that said, now I'll go back to the facts.

This is uniquely different than any other transaction. This is an end to end combination. There's no debits and credits here. There's not one customer, 0. Again, I've said this, the truth matters.

It's a powerful number. It's hand in glove. We connect in Kansas City where Pat and I sit this morning at our yard that we've operated for over 80 years together. What's going to change tomorrow is we're going to operate it better together because we're going to be 1 company. So at the end of the day, we're not going to create that fact uniquely.

Some of the previous mergers, some of those concessions have dealt with overlap. They've dealt with competitive concerns. They dealt perhaps with predatory behaviors and or service disruptions, indoor, all those kind of issues and noise that historically have not voted well. And understandably, the customer, they've got some scars. So we're not going to minimize that.

Going to be transparent. We're going to work closely with them. But at the end of the day, this transaction and these two companies and our track record do not represent the same set of facts nor the risk that those previous transactions have entailed. So we're optimistic that when we sit down with our customers, we listen to their concerns. They're going to understand that.

And we're going to take that same approach with our interchange customers. I'm not here to go to war with UP or BNSL for CN or CSX or NS, we're going to compete fiercely. Where we compete, we're going to partner closely where we partner in our interline moves and we're going to provide great transportation for our customers in a very unique way that we think is going to attract investment to this network and it's going to enable success for the U. S. Rail system overall.

Speaker 4

Tom, this is John. This is it's about growth as we've talked about and frankly the ability for us to work with our interchange partners to grow the pie while at the same time our existing and new customers to create infrastructure to move more grain out of the Midwest into Mexico to grow our overall share in growing that pie is the objective. And I think as Keith specifically said, as long as we listen to our customers, we create form an avenue that allow them to help shape what our products look like, and what the service they require to enable this growth, I think we're just going to be just fine in this front.

Speaker 1

Tom, I'll make one more comment to add a bit of color to what John said. If nothing else, you said this in the beginning, this has been a journey, it's been a battle, it's been one worth fighting. But it's also been one that's very eye opening and educational and has allowed us to get closer to our customer than we were before the start. So we partnered with our customers. We had a tremendous amount of support and enthusiasm for this deal when we originally announced it for all those reasons.

And then of course when KCS shifted tracks for a short period of time, we also got to experience our customers that were disappointed because of the opportunities in the markets and all those things that this combination uniquely brought to them that they felt was slipping away. So we've understood better than we ever have the things we're excited about, the things we're concerned about, which allows us to do better business with those customers to get to a solution sooner rather than later. And we fully anticipate with reasonable minds and open minds and reasonable approaches, we'll be able to get to agreements with all those constituents. And at the end of the day, the STB when it comes to having to impose concessions because agreements can't be made, it will be because it's something that's completely unreasonable and unrealistic only. It's not because this team is being unreasonable and unrealistic.

And I think at the end of the day, the STB will see that. We're going to do our best to make sure they understand that. And at the end of the day, I'll stand by those facts and we'll accept the decisions that they may or may not make.

Speaker 8

Great. Thank you very much.

Speaker 1

Thanks, Tom.

Speaker 6

Your next question comes from Walter Splacklin with RBC Capital Markets.

Speaker 9

Thanks very much, operator. Good morning, everyone, and congrats on the deal here.

Speaker 1

Thanks, Walt.

Speaker 9

So I want to go back to the growth opportunity that Keith you and John talked about at $820,000,000 and a lot of the imbalance I get is what the side is there and can you achieve even more than the 820. And so my question to you is that when you look at your end markets And if you do overshoot and you get you do better than 820, perhaps this is best for John. John, Where do you what areas are you most excited about? What area do you see as having the most potential for exceeding the projections that you have built into the 820 right now?

Speaker 4

I guess, first of all, Walter, I fully expect to exceed. The great thing about what we've been able to do, I'd say over the last year and my experience with Pat and his team over the years is what we've identified as tangible opportunities our real concrete, we've got a list that's been built that we'll just be chomping at the bit to get after. But until you can fully look under the hood and get into the details, until you begin to overlay in a perfect example, if you think about our domestic intermodal product in across Canada, until we instill the discipline and not only in the operating side of the business, but the ability to go sell that product in the marketplace, then you start reaping the benefits of what that generates. And I fully expect intermodal being an area that I know we've continued to be conservative. This is as much about creating that product, creating that momentum and then overlaying and selling to the customers.

I can tell just thinking about the ability to replicate what we've been able to develop with Maersk out of Port of Vancouver across this expanded network becomes excited. We are going to compete vigorously in this automotive industry. And I think we've been again, frankly, conservative in that space. And once the products in place overlaid with our best in class service and best in class damage prevention, I think there's a tremendous amount of opportunity there. And Walter, you know my background in being in the ag space.

We've got a lot of synergies built in that area, but I'm also completely convinced that once we get into that business and start to develop our 8,500 foot bulk product onto the KCS and lengthen those trains and accelerate those train cycles. I have no doubt there's opportunity to grow share in that space also.

Speaker 9

Sounds good. Exciting our opportunity. Appreciate the time everyone.

Speaker 2

I might just add that we've seen again, this is Pat. We've seen pretty good growth as you all know in our cross border intermodal. We know that market is huge. It is a very large truck market. The market and the customers will embrace the additional capacity, the addition of a truly single line service from Central Mexico all the way up into the all the way up into the Great Lakes and into Canada.

So it's just a matter of time that to show and to prove that we can deliver the consistent, reliable, resilient service that intermodal shippers and premium automotive expect and demand. And once we do that, there we know the market is there. So I agree with John. I think it's a matter of time that revenue synergy number will be feed it. It's just a matter of how quickly.

Speaker 9

Great color, Pat. Thanks.

Speaker 6

Your next question comes from Scott Group with Wolfe Research.

Speaker 10

Good morning. This is Ivan Yee on for Scott Group. Can you please discuss cost synergy opportunities here? It looks like you've raised obviously the revenue synergy guidance since the original deal, but left the cost synergies unchanged. Is there any potential upside here?

Thank you.

Speaker 1

Well, listen, I've been doing this long enough to know you don't know what you don't know and we become better railroaders every day. We're partnering with a very operating focused team at KCS, a tremendous amount of talent here. We obviously have quite a bit of experience at implementing the PSR operating model. And again, as a result of that, efficiencies are derived because you're turning assets efficiently you're operating the business controlling your cost for the lack of a better term. That's probably the best way to say it.

So when it comes to synergies, they're there natural outcomes to a point, but we're not focused on synergies. This is not a synergy driven transaction, it's a growth driven transaction. So the synergies are modest, obviously. We're not targeting any job cuts. We're not targeting shutting down yards, we have none of those thoughts in our heads.

What we see is an immediate opportunity in that space. There's some G and A expense, obviously, we've got duplicate IT groups. We've got a headquarters building here in Kansas City, which we're very, very happy that KCS owns. Contrary to CP, we're in downtown Minneapolis where our operation center is located and John's office is and our IT folks are. We lease that space.

We were actually facing a decision in 2025 when that lease runs out to build our own facility on our own property in St. Paul. Now we don't have to do that again. So there's going to be some shifts, some pluses and minuses there. But at the end of the day, when you're focused on growth and the revenue that's going to come, the people that want to work are going to have an opportunity to work.

Minneapolis St. Paul is a major work location for the CP network. It's the only hump we have in our system. It's going to become more important to this combined network, not less important. So again, we're going to get more efficient with locomotives, we're going to get more efficient with fuel, we're going to have some G and A, those are modest numbers.

They were 100 and I think 180 is what we targeted in our initial synergy. That's what we've left it out. And again, it's like anything else. If we're doing our jobs and becoming better rollers every day, you can expect this team to exceed the synergies that we placed in there. But again, it's not our focus.

It should be a natural outcome, but it pales in comparison to the growth opportunity and the synergies from the revenue.

Speaker 10

Thank you.

Speaker 1

Thank you.

Speaker 6

Your next question comes from Amit Mehrotra with Deutsche Bank. Your line is open.

Speaker 7

Thanks, operator. Hi, everybody. Good morning. Keith, I wanted to ask if you can just expand on your comment around the opportunities to develop the Mexican ports of the West Coast, U. S.

West Coast alternative. I think people would agree that Lazaro is an attractive port, but there's probably greater potential there to invest in and develop. And I wanted to understand kind of how you're thinking about that opportunity. And then Just related to that, this $820,000,000 of incremental revenue, can you just talk about the mix characteristics of that revenue, either from a length of haul or balance of the network or revenue per unit, It'd just be helpful to understand kind of what this incremental revenue allows you to do from a mix and fluidity perspective, really from balancing out the network more than there already is. Thank you.

Speaker 1

Thank you. I'm going to let John cover the second part and I'm going to briefly comment about the Board of Lazarus, let me get Pat to add some color here. So the way I see this in simple terms, it's a 3 pronged approach. You've got Vancouver in the West, you've got Port of St. John in the East, you've got Lazarus the southernmost tip, we all understand the problematic challenges, the supply chain challenges, the capacity challenges that the western ports on the U.

S. Toll have experienced. They have historically, they continue to experience that. So we believe that if we can provide an efficient, reliable alternative that we can create the density with this 3 Coast network opportunity this creates to attract additional business and discharge at the Port of Lazarus. So that's the basic fundamental principle.

Has got a bit of the history and the color here, but connecting the Canadian markets to the Mexican markets and this all being part of that sort of that mouse trout for the lack of a better term, I think is essential.

Speaker 2

Yes. I would add that if you look at Lazaro, do a Google Earth shot of all of the ports up and down the West Coast of North America and you will see that Lazaro looks very different. First of all, there's just a tremendous amount of space. The Port Authority over the years has invested a significant amount of money in rail infrastructure to connect the port complex, the 2 terminals that are there, intermodal terminals that today I think have in excess of 2,000,000 TEUs and the capability to grow to probably double that. One little fun fact obviously we know is that the rail miles between Lazaro and Houston actually 300 miles shorter than LA to Houston.

But of course, the big story is the congestion at the port in LA versus Lazaro. So we know and we they'll believe that there is a long term, there's going to be interest. And when you have a rail network that can connect all three ports, 3 major ports in North America, East Coast and West Coast offer our global ocean shipping customers some options for asset and vessel utilization that may not exist anywhere else. That's going to be a pretty attractive and I think a pretty compelling value proposition for them. And as the situation on the West Coast just gets tighter and tighter, the capacity is going to be very valuable.

So I think there's just no doubt. Lazaro's sweet spot as kind of a standalone sport port, irrespective of the connection to the rest of North America that this network is going to have it's really Texas, the Gulf Coast, the Southeast. And as you all know, those are big markets. So there's no question with the right approach, the right service levels, consistency and service, there's just a tremendous amount of growth potential at Lazaro.

Speaker 4

Maybe just a comment around, I'm going to call it the mix question. Jen, if you think about the $1,000,000,000 in synergies, I break it down simply as maybe a third, a third, a third. So a third we'll call premium intermodal automotive business, a third, the ECP, the merchandise, the more single carload manifest type opportunity and then the remaining third being our bulk fertilizer and ag and those types of commodities as you think about synergies. I can tell you though something that particularly excites me as I look at As you combine the companies, the mix of the overall amount of traffic really diversifies certainly the CP franchise. We've been heavy intermodal and bulk and not traditionally I have strong in our what I'll call single boxcar manifest type merchandise traffic.

And you look at the combined franchise and that's about 45% to 50% of the franchise is made up in that space. And it excites me because that's old school. That's blocking and tackling and rolling up sleeves and working with single manifest customers to convert more to rail and turn their assets faster and create value in those ways through our daily service. That that's what the mix will look like. And that's I think you can think about those synergies as kind of

Speaker 2

a third, a third, a third as I stated. Okay.

Speaker 7

Thank you very much. Appreciate it.

Speaker 1

Thank you.

Speaker 6

We'll take our next question from Justin Long with Stephens.

Speaker 11

Thanks and congratulations. I wanted to ask a question about the Mexican approval process. So is your intention to get Mexican regulatory approval prior to the shareholder And as we think about the Mexican regulatory review process, I just wanted to get your sense For the visibility around that 2 to 4 month timeline that Keith, I believe you mentioned and your sense of a successful outcome here. I don't know how much you've been able to diligence that process, but we'd love to just get a little bit more color.

Speaker 2

I'll take the second part of that, Justin. This is Pat. We've learned a lot in the last few months about the Mexican approval process just by the nature of the questions that they have asked. We are hopeful that the Mexican COFECE, the antitrust agency has kind of gotten warmed up on how to look at a merger like this. I was in Mexico City the last 2 days.

I came back last night meeting with a number of our important contacts in the federal government. And I will say, I think there's a lot of excitement and positive feeling about this combination from the Mexican side of the equation, they see this as a real benefit for Mexican companies, Mexican manufacturers, attractive characteristics to attract new investment in because of the way this will connect to the rest of North America. But those are all other government officials, high level, cabinet level ministers in Mexico and not the COFA say. So again, we think we've learned a lot about what COFA say interests are. There's no question that there's no direct competitive issues here.

As you all know, I mean Kansas City is the only point where KCS and CP touch. So there's no direct competitive issues. What we've learned by some of the questions that Coface has asked, they're interested in sort of the possibility that there is a web of ownership or other interests that could be harmful or detrimental to competition in Mexico, there are none here to be concerned about. The other factor that we will have to deal with is as a result of some of the austerity measures that President Lopez Obrador has continued to pursue in the federal bureaucracy. The Coface is understaffed And we expect that that's going to be a bit of a speed bump here in terms of getting this through, but that certainly doesn't foretell of any issues.

But we will be as actively engaged as we possibly can that to move this process along quickly. And again, I think hopefully the work that Coface has put in the past 3 or 4 months will be helpful and useful to just put them in the right frame of mind to pick up with the new application and move it through as quickly as possible.

Speaker 1

And then finally on the transaction processes themselves, obviously on the regulatory side as I mentioned, we filed our amended notice for our merger application yesterday with the SDB. As we've been very public about we never stopped working on our merger application. We had anticipated and hoped we'd come to this date today. So with that belief we maintained a parallel process. So we're in a very good place.

We're going to get with the KCS team and have actually already started that work yesterday. To complete that merger application, we intend to submit it mid ish next month in October. And then to the shareholder side, obviously, we have to make our SEC filings. We have to make our proxy filings. Those will be completed and brings us to a place we believe we'll be able to have a shareholder vote early to mid December at the latest, assuming all those processes go as we expect them to.

So the vote will happen before the COFA C most likely gets re approval. And then finally, once Copa C comes through, then we'll close into trust and the company will be running trust. We're asking for a 10 month timeline from the STB to review the merger application. Obviously, the STB can take the time they deem necessary. We know it's going to be a robust review.

We anticipate that we're going to work in support of that. But we hope that and believe that it can be concluded in that timeframe in a reasonable fashion and bring us to a pro form a company October, November of 2022. That's what best case looks like and that's what we're going to work our tails off to be able to achieve.

Speaker 11

Very helpful. Thanks, Keith. Thanks, Matt.

Speaker 6

Thank you. Your next question comes from Brandon Oglenski with Barclays.

Speaker 10

Hey, good morning everyone and thanks for taking my question. Keith or Pat, I guess, we've seen challenges with network integrations across lots of transport modes, including rails if we go back in time, I guess what have you guys learned from those past issues and what mitigants do you have from a people perspective, a culture perspective And then more from physical network integration and systems integration as you look forward.

Speaker 1

I'll start with the last 2. Those are critical. Those are essential. And if you really get into the history of what's happened and understand where things went, I guess, wrong in a bad way, it's about those systems and it's about not doing your homework and not being methodical and ensuring that all those back shop systems that all of our business is based on are functioning and communicating. So that work in all honesty and transparency, it also began back in March.

So James, who's with me here today, he leads the team. He's working with his counterpart at the KCS. So it's not that they're starting from Xero, they already have a very robust plan James and Mike actually put together back in March, comparing all of our systems, identifying the disconnects, identifying the go forward platform. So that work has already began. It's something that again they'll be very intentional into and we're going to have some time to make sure we get it right.

And we're not going to flip the switch for the lack of a better term until we're confident that that's going to work seamlessly for the business and for our customers. So that we don't recreate. And we've got a bit of experience in this too, not the same scale, but certainly the same methodical discipline process. We recently integrated the C&Q railroad. We went through that process back in 2019, 2020 and it was seamless.

So at the end of the day, we've got the experience. We know what needs to be done and we're going to get it getting it done and we're going to do it the right way. So the customers don't have to expect nor should they have to tolerate that kind of avoidable disruption.

Speaker 10

And Keith, maybe from the culture side, the people side?

Speaker 1

Yes, the culture side, the people side, listen, we're starting again from a place of strength. We've got 2 like minded companies. Obviously, there'll be nuances. I can tell you myself, culture is the key. It's the foundation.

We're going to come at this from a sense of identifying best practices. There are some things that the KCS team do and do well to do better than us and we're going to learn from them and vice versa. We're going to get boots on the ground. We're going to get out on the property myself and Pat. During this time of STB review, we're going to spend a lot of time doing integration planning.

Are going to spend a lot of time interacting with the employees. This represents significant change for the KCS employees. I recognize that and with change comes stress and anxiety. But this is a good story. We're going to get out and tell it.

We've got a very specific leadership model that we've implemented and integrated in CP that I've been very hands on developing. To me, it's what legacy is all about. It's based on leadership and leaving it better. And we're going to work with our on the KCS and deploy that during this interim period. We haven't put the plan together, but Mark is working on it.

He's going to work closely with John Orr in integrating and rolling out that leadership development training, which is the foundation of how we run our business. It's how we create constructive tension. It's how we deliver a safe product and a consistent product can control cost and continually work to get better day in and day out. It's a journey. It's not a perfect railroad.

CP is not, KCS is not, CPKC will not be perfect. But rest assured, when we make mistakes, we're going to strive for perfection in safety. We're going to strive for perfection in our service and our performance, financials for the customer. And when you do that and you're committed to change and growth in learning from your mistakes and working in lockstep with your entire company, it's not just about managers, it's most about our employees. It's the craft.

It's the men and the women that actually move these trains. They are the experts and how to get those trains over the railroad in a safe and efficient manner. You'd be amazed at what you can learn when you listen. And I know that Pat has stepped in and embraces that as John Orr and the team at KCS. So again, it's not going to be a shock.

I think it's going to be a complementing. I think you'll be price how quickly we can do it. And with that approach and I've done this a few times, to me that is the path to success. We'll get buy in, we'll get commitment. Our employees collectively together, we're part of that culture change.

That's where ownership comes from and that's where change is actually woven into the DNA of how we are as railroaders day in and day out. And I look forward to that. I'm ready to start that immediately. And I know Pat feels the same way. We'll pick up where we left off back in May when we had our first town hall, which out of that town hall drove meaningful change already that standalone.

And I thought about this after we sort of got we broke up for a little while. I'm like, man, all the things we did in the yard in Kansas City, in one trip and I've got a our competitor might get the benefit from that. But then I thought it's still a joint agency. We still get our share of the benefits, but it just gave me energy for what's out there. And again, it's not just on the KCS network, there are KCS officers that we're going to integrate on the former CP network and they're going to see things and identify opportunities that we haven't seen the trees for the forest either.

So I think that humble approach, nobody is going to have hurt feelings. We're going to be transparent. We're going to be humble. We're going to work together to grow and drive change. Our objective is to be the best railroad in North America, best for our shareholders, best for our customers, best for our employees and best for the communities we operate in and through.

That's what success is about and that's what the potential of this company identifies and offers all of us. We just have to go out and realize it. And that's what we're going to do. We're going to get to work quickly doing that.

Speaker 2

I might just add a couple of comments here. And I know just by virtue of working so closely with Keith over the last a few months again with a brief interruption here that Keith has a lot of respect for what we have done here at Kansas City Southern over the last few years, they clearly see this as a combination of 2 strong companies, not a weak sister here. The fact that Keith originally was the one who came up with the name of the combined company and the significance of putting Kansas City in the name of the company, the significance of selecting Kansas City, if you just do a quick look at the map, your visual, your blind eye will lead you to Kansas City as really the heart, almost the geographic center of this network and the fact that Keith chose, I did not invite or suggest that he come to Kansas City. He chose to come to Kansas City for this session today and we have other engagements with employees and the leadership team here today to mark this historic announcement that all is extremely powerful to send the message that it's going to be very sensitive to the culture and going about this the right way so that we truly when we have the opportunity to combine and integrate that it's going to be a company that hopefully will hit full stride and get out of the gates very quickly in terms of execution and delivering the benefits of this combination.

Speaker 10

Love the constructive tension guys. Thanks Pat and Keith.

Speaker 3

Okay.

Speaker 6

Your next question comes from Steve Hansen with Raymond James.

Speaker 12

Yes. Good morning, guys. And congratulations again as well. Just quickly on part of the process or the planning, I suppose, behind the scenes, I certainly recognize and respect the importance of the independence as part of the voting trust process. I mean, What ability do you have Keith to start introducing any new service options or routes in advance of an approval that might Start to get that process going.

You've already described a bunch of integration planning that will take place. But from a revenue standpoint, can you start to introduce any new routes on your side independently that might be a precursor for some of that revenues in the future.

Speaker 1

Thanks. Well, simply we can introduce anything that we normally would introduce as an interline move. So obviously, as we learn each other's networks, I'm sure there's going to be some interline opportunities that perhaps we didn't know what we didn't know. So we would expect that that could be a possibility. But again, at the end of the day, Pat will have complete autonomy in his team to do what's in the best interest of KCS when they're in trust.

I can't dictate nor ask or direct and I will not. We'll have discussions. We'll see opportunities. And if Pat decides it's in KCS' best interest while in trust, and Keith decides it's in CP's best interest while KCS is in trust and obviously if it's a solution for the customer, an interline opportunity, we're going to put it

Speaker 4

in place. It's our responsibility to do that. But as far as exercising any kind of control, I cannot and I will not. Steve, I might add, I would tell you, we've had, as I said, overwhelming customer well support since day 1. But over the last couple of days, the outreach has been, well, it's just made it super exciting.

But with that, I've got 2 or 3 customers already that are looking at expanding facilities or building new facilities that would ultimately support a single line haul to move their products as part of this combined network. We will fully intend to push those opportunities immediately. But as Keith described, it's standalone. You'll have to work from an inner pure interline perspective between our two companies. And if it does, we'll be able to possibly begin moving freight, inner line, as soon as those deals could come together.

And then, if in fact they do. Obviously those routes or opportunities would reap the benefit as all customers would with single line haul routes in the future.

Speaker 1

I'll tell you one thing, Steve, we will do if we get away from the commercial side and this will be I think important to our customers and give them sort of a taste of what's to come. I guarantee you that Mark Rett and John Orr will sit down and whiteboard operationally. What blocking, what operational changes can KTS do to take work out of CP's network and what can CP do perhaps in our Hump in St. Paul to help KCS to increase their fluidity to increase or reduce better said cycle times on customers' fleets to create capacity and to create more opportunity for more revenue and to create consistency and service and velocity. So those are things as Interline Partners and as well as a pro form a company that make just good business then.

So that does not have to wait. We already know from our trip here in Kansas City, there are some things that CP can do with our crews to help additional create additional capacity and fluidity here in this terminal. That's going to benefit uniquely KCS and the customers they serve while they're in trust. So we certainly will do those things. But again, that's what makes sense operationally so that both of our customers collectively can get better ride, better service, better reliability, better revenue growth.

That does not happen today. That will happen today. In fact, Mark and I and John and Pat are going to talk about some of that stuff while we're here today.

Speaker 6

And we will take our next question with a follow-up from Amit Mehrotra with Deutsche Bank.

Speaker 7

Thank you for allowing me a follow-up. Keith, I wanted to ask you, come back to the OR discussion and I fully appreciate the operating ratios and output. CP has just obviously been very successful in growing the business and growing it with good cost control and that's obviously translated to the industry best operating ratio. But as you guys pursue this 8%, 9%, 10% a year growth for the next 3%, 4%, 5 years And you are able to generate incremental margins that are in the 70%, 80% level that you guys have been doing for the last many years. The way the math works is obviously you have an operating ratio of a sub-fifty by 2025.

And that's just the way the math works the model and I wanted to get your perspective on, do you think there's a ceiling on a railroad's operating ratio? Or do you think really the growth ultimately will be a function of where that goes given how high the incremental margins can be in the business relative to where margins are today. Just getting your perspective on that, I think, would be very helpful. Thank you.

Speaker 1

Yes, I think if you control your cost and you layer on growth to the network, then obviously margins should improve. That said, again, I'm not seized or focused on the operating ratio as an outcome. The only way I get focused and concerned about operating ratio is if puts me at a competitive disadvantage. If it puts my cost basis to a point where I can't compete in a lane for my customer and make a buck doing it and earn cost of capital and reinvest in the networks, so we can continue to provide good paying jobs and growth and all those things our customers and employees expect, then I'm concerned. And I've lived that world.

That's why I came to CP. We were at a competitive disadvantage in a dramatic way to our primary competitor in Canada, we didn't have the money to cash flow to invest in the rail infrastructure. We took holidays on ballot. We pushed ties. We rob Peter to pay Paul for lack of a better term to pay the power bill.

That's not a place for a business to sustain long term value building success. And that's what RELNOUT works out to do. It's a capital intensive business. It requires a lot of investment continually to run it safely and efficiently and to continue to create capacity for today's traffic as well as tomorrow's growth. And that's what PSR allows us to do.

It's about again, controlling costs, turning assets, strategic investments so that you can grow and still provide great jobs for your employees, high paying jobs for your employees. In fact, some of the highest paid jobs, if you look at what a lot of our employees make, it's they work their tails off, but they enjoy high standard of living. So we want to continue to do that. And in fact, we want to do more of that. We run the business the right way.

We grow, we bring this business onto this network that we're talking about and that I believe will exceed those expectations. Then yes, we're going to have margin improvement along the way. But again, it's an outcome. I'm not going to be concerned with it. I'm concerned about growth.

I'm concerned about earnings growth as well, job growth for our employees and allowing our customers to grow in their markets and win with our superior service. And I think if you do that, the customers are going to be happy, the employees are going to be happy, the regulators are going to be happy.

Speaker 7

Okay. Thank you.

Speaker 1

Okay. Let me wrap it up. And again, let me finish where I started. We're excited to be in Kansas City. This is a marriage that we have been we've been courting KCS for a while now.

We've had to really work hard. We're tickled to death to be here. We're not taking it for granted. We feel blessed to have this opportunity and we're excited you get to work as a CPKC family to create unique compelling value across the entire stakeholder base, for all stakeholders, not for one individual. Thank you for your time.

We look forward to seeing you out on the property. We'll talk soon.

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