US Market News
2月前
CPKC reports first quarter results, demonstrating resilient performanceApril 29, 2026 4:05 PM
PR Newswire (US)
CALGARY, AB, April 29, 2026 /PRNewswire/ - Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) today announced its first-quarter results, including revenues of $3.7 billion, diluted earnings per share (EPS) of $0.94 and core adjusted diluted EPS1 of $1.04.
"Our talented team of world-class railroaders executed our precision scheduled railroading plan with discipline, driving meaningful improvements in network fluidity, terminal performance and other key operating metrics, while delivering solid first-quarter results," said Keith Creel, CPKC President and Chief Executive Officer. "Despite ongoing market and macroeconomic headwinds, we delivered volume growth demonstrating the resiliency and competitive advantage of our unrivalled North American network."First-quarter 2026 resultsVolumes, as measured in Revenue Ton-Miles, increased two percentRevenues decreased two percent to $3.7 billionReported operating ratio (OR) increased 70 basis points (bps) to 66.0 percentCore adjusted OR1 increased 50 bps to 63.0 percent from 62.5 percentReported diluted EPS decreased three percent to $0.94Core adjusted diluted EPS1 decreased two percent to $1.04 from $1.06Reported and core adjusted1 results include year-over-year headwinds of approximately 4 cents from foreign-exchange and 3 cents from changes in fuel priceFederal Railroad Administration (FRA)-reportable personal injury frequency decreased to 0.91 from 0.97 in Q1 20252FRA-reportable train accident frequency increased to 0.93 from 0.38 in Q1 2025"As we celebrate our third anniversary as CPKC, I want to recognize the dedication of our railroaders and their strong execution of our operation plan, as we remain focused on controlling what we can control in a dynamic economic environment," said Creel. "CPKC's long-term value proposition is strong, and we are confident in our ability to deliver on our full-year guidance, while continuing to offer unique solutions to our customers, and connecting this continent in ways only CPKC can."1These measures have no standardized meanings prescribed by accounting principles generally accepted in the United States of America ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. For information regarding non-GAAP measures including reconciliations and forward-looking non-GAAP measures, see attached supplementary schedule of Non-GAAP Measures.2The first-quarter 2025 FRA-reportable personal injury frequency has been restated to reflect new information available within specified periods stipulated by the FRA but that exceed CPKC's financial reporting timeline.Conference Call Details
CPKC will discuss its results with the financial community in a conference call beginning at 4:30 p.m. ET (2:30 p.m. MT) on April 29, 2026.Conference Call Access
Canada and U.S.: 800-579-2543
International: 785-424-1789
*Conference ID: CPKCQ126Callers should dial in 10 minutes prior to the call.Webcast
We encourage you to access the webcast and presentation material in the Investors section of CPKC's website at investor.cpkcr.com.A replay of the first-quarter conference call will be available through May 6, 2026, at 800-839-5679 (Canada/U.S.) or 402-220-2566 (International).?Forward-looking information
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws in both the U.S. and Canada. Forward-looking statements include, but are not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking statements may contain statements with words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "plan", "will", "outlook", "guidance", "should" or similar words suggesting future outcomes. This news release contains forward-looking statements relating, but not limited, to statements concerning our ability to deliver on our financial guidance for 2026, strategic initiatives and investments, the success of our business, the realization of anticipated benefits and synergies of the CP-KCS combination, and the opportunities arising therefrom, our operations, priorities and plans, anticipated financial and operational performance, business prospects and demand for our services and growth opportunities.The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies, North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; core adjusted effective tax rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions, applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to the Company; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although the Company believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; 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 and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped by the Company; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; 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, including the imposition of any tariffs, or other changes to international trade arrangements; the effects of current and future multinational trade agreements on or other developments affecting 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, 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 México, S.A. de C.V.'s concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, volcanism 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; the outbreak of a pandemic or contagious disease and the 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; disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board in its March 15, 2023 decision; the successful integration of KCS into the Company; the focus of management time and attention on the CP-KCS integration and other disruptions arising from the CP-KCS integration; 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; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of the Company to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors that could cause actual results to differ materially from those described in the forward-looking statements contained in this news release are detailed from time to time in reports filed by the Company with securities regulators in Canada and the United States, which can be accessed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). Reference should be made to "Part I - Item 1A – Risk Factors" and "Part II - Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements" in the Company's annual report on Form 10-K and "Part II – Item 1A – Risk Factors" and "Part I – Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements" in the Company's interim reports on Form 10-Q.The forward-looking statements contained in this news release are made as of the date hereof. Except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise.About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing approximately 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IRFINANCIAL STATEMENTSINTERIM CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
For the three months ended March 31(in millions of Canadian dollars, except share and per share data)20262025Revenues (Note 3)
Freight$ 3,628$ 3,727Non-freight7368Total revenues3,7013,795Operating expenses
Compensation and benefits 691682Fuel458481Materials 127124Equipment rents9599Depreciation and amortization 512504Purchased services and other 560588Total operating expenses2,4432,478
Operating income1,2581,317Other expense207Other components of net periodic benefit recovery (Note 11)(110)(107)Net interest expense228216Income before income tax expense1,1201,201Current income tax expense 260266Deferred income tax expense1526Income tax expense (Note 4)275292Net income$ 845$ 909Net loss attributable to non-controlling interest(1)(1)Net income attributable to controlling shareholders$ 846$ 910
Earnings per share (Note 5)
Basic earnings per share$ 0.94$ 0.98Diluted earnings per share$ 0.94$ 0.97
Weighted-average number of shares (millions) (Note 5)
Basic896.8933.2Diluted897.3934.3
Dividends declared per share $ 0.228$ 0.190See Notes to Interim Consolidated Financial Statements.INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
For the three months
ended March 31(in millions of Canadian dollars)20262025Net income$ 845$ 909Net gain (loss) in foreign currency translation adjustments, net of hedging activities538(29)Change in derivatives designated as cash flow hedges(1)1Change in pension and post-retirement defined benefit plans13Other comprehensive income from equity investees1—Other comprehensive income (loss) before income taxes539(25)Income tax recovery (expense)14(3)Other comprehensive income (loss)553(28)Comprehensive income$ 1,398$ 881Comprehensive income (loss) attributable to non-controlling interest15(2)Comprehensive income attributable to controlling shareholders$ 1,383$ 883See Notes to Interim Consolidated Financial Statements.INTERIM CONSOLIDATED BALANCE SHEETS AS AT
(unaudited)
March 31December 31(in millions of Canadian dollars)20262025Assets
Current assets
Cash and cash equivalents $ 409$ 184Accounts receivable, net (Note 7)2,1962,029Materials and supplies534502Other current assets265224
3,4042,939Investments485473Properties56,12655,323Goodwill18,74818,436Intangible assets2,9392,911Pension asset5,2295,129Other assets753734Total assets$ 87,684$ 85,945Liabilities and equity
Current liabilities
Accounts payable and accrued liabilities$ 2,632$ 2,751Long-term debt maturing within one year (Note 8, 9)2,4373,240
5,0695,991Pension and other benefit liabilities 537537Other long-term liabilities811815Long-term debt (Note 8, 9)21,88319,948Deferred income taxes11,96811,829Total liabilities40,26839,120Shareholders' equity
Share capital 24,62324,751Additional paid-in capital118105Accumulated other comprehensive income (Note 6)1,7751,238Retained earnings19,93719,783
46,45345,877Non-controlling interest 963948Total equity47,41646,825Total liabilities and equity$ 87,684$ 85,945See Contingencies (Note 13).See Notes to Interim Consolidated Financial Statements.INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the three months ended March 31(in millions of Canadian dollars)20262025Operating activities
Net income$ 845$ 909Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization512504Deferred income tax expense1526Pension recovery and funding (Note 11)(99)(95)Settlement of Mexican taxes —(11)Other operating activities, net(12)(11)Changes in non-cash working capital balances related to operations(285)(166)Net cash provided by operating activities9761,156Investing activities
Additions to properties(664)(711)Additions to Meridian Speedway properties(5)(12)Proceeds from sale of properties and other assets811Other investing activities, net(11)(3)Net cash used in investing activities(672)(715)Financing activities
Dividends paid(204)(177)Issuance of Common Shares258Purchase of Common Shares (Note 10)(680)(347)Repayment of long-term debt, excluding commercial paper (Note 8)(345)(935)Issuance of long-term debt, excluding commercial paper (Note 8)1,6211,710Net repayment of commercial paper (Note 8)(494)(453)Net repayment of short-term borrowings—(285)Other financing activities, net(4)(5)Net cash used in financing activities(81)(484)Effect of foreign currency fluctuations on foreign-denominated cash and cash equivalents2(1)Cash position
Net increase (decrease) in cash and cash equivalents225(44)Cash and cash equivalents at beginning of period184739Cash and cash equivalents at end of period$ 409$ 695
Supplemental cash flow information
Income taxes paid $ 291$ 237Interest paid$ 203$ 180See Notes to Interim Consolidated Financial Statements.INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
For the three months ended March 31(in millions of Canadian dollars
except per share data)
Common
Shares(in
millions)
SharecapitalAdditionalpaid-incapitalAccumulatedothercomprehensive income (loss)RetainedearningsTotalshareholders'equityNon-
controlling interestTotalequityBalance as at January 1, 2026
897.6
$ 24,751$ 105$ 1,238$ 19,783$ 45,877$ 948$ 46,825Net Income (loss)
—
———846846(1)845Other comprehensive income (Note 6)
—
——537—53716553Dividends declared ($0.228 per share)
—
———(204)(204)—(204)Effect of stock-based compensation expense
—
—19——19—19Common Shares repurchased (Note 10)
(5.4)
(158)——(488)(646)—(646)Common Shares issued under stock option plan
0.4
6(6)—————Cash received upon options exercised
—
24———24—24Balance as at March 31, 2026
892.6
$ 24,623$ 118$ 1,775$ 19,937$ 46,453$ 963$ 47,416Balance as at January 1, 2025
933.5
$ 25,689$ 94$ 2,680$ 19,429$ 47,892$ 998$ 48,890Net Income (loss)
—
———910910(1)909Contribution from non-controlling interest
—
—————11Other comprehensive loss (Note 6)
—
——(27)—(27)(1)(28)Dividends declared ($0.190 per share)
—
———(177)(177)—(177)Effect of stock-based compensation expense
—
—16——16—16Common Shares repurchased (Note 10)
(3.3)
(96)——(279)(375)—(375)Common Shares issued under stock option plan
0.2
10(3)——7—7Balance as at March 31, 2025
930.4
$ 25,603$ 107$ 2,653$ 19,883$ 48,246$ 997$ 49,243See Notes to Interim Consolidated Financial Statements.NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(unaudited)1 Description of business and basis of presentationCanadian Pacific Kansas City Limited ("CPKC" or the "Company") owns and operates a transcontinental freight railway spanning Canada, the United States ("U.S."), and Mexico. CPKC provides rail and intermodal transportation services over a network of approximately 20,000 miles, serving principal business centres across Canada, the U.S., and Mexico. The Company transports bulk commodities, merchandise freight, and intermodal traffic. CPKC's Common Shares ("Common Shares") trade on the Toronto Stock Exchange ("TSX") and New York Stock Exchange under the symbol "CP".These unaudited interim consolidated financial statements ("Interim Consolidated Financial Statements") have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). They do not include all of the information required for a complete set of annual financial statements prepared in accordance with GAAP and should be read in conjunction with the Company's audited consolidated financial statements as at and for the year ended December 31, 2025 ("last annual consolidated financial statements"). Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and results of operations since the last annual consolidated financial statements. These Interim Consolidated Financial Statements have been prepared using the same significant accounting policies used in the last annual consolidated financial statements, except for the adoption of new accounting standards (see Note 2). Amounts are stated in Canadian dollars unless otherwise noted.The Company's operations and income for interim periods can be affected by seasonal fluctuations such as changes in customer demand and weather conditions, and may not be indicative of annual results.Operating segmentThe Company only has one operating segment: rail transportation. The Company's measure of segment profit is reported on the Interim Consolidated Statements of Income as "Net income attributable to controlling shareholders". CPKC's significant segment expenses are consistent with the expenses presented on the Interim Consolidated Statements of Income.2 Accounting changes Accounting Standards Update ("ASU") 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract AssetsOn January 1, 2026, the Company prospectively adopted ASU 2025-05, which simplifies estimating credit losses on current accounts receivable and current contract assets. Under the new guidance, CPKC elected to adopt a practical expedient allowing the Company to assume that conditions existing as of the balance sheet date will remain unchanged over the remaining life of the asset when developing reasonable and supportable forecasts for estimating expected credit losses. Adoption of ASU 2025-05 did not have a material impact on the Company's Interim Consolidated Financial Statements.Other accounting standards that became effective during the three months ended March 31, 2026, did not have a material impact on the Company's Interim Consolidated Financial Statements. Recently issued accounting pronouncements are not expected to have a material impact on the Company's financial position or results of operations upon adoption.3 RevenuesThe following table presents disaggregated information about the Company's revenues from contracts with customers by major source:
For the three months
ended March 31(in millions of Canadian dollars)20262025Grain$ 871$ 788Coal226257Potash149156Fertilizers and sulphur112114Forest products181217Energy, chemicals and plastics700758Metals, minerals and consumer products438448Automotive296315Intermodal655674Total freight revenues3,6283,727Non-freight excluding leasing revenues4541Revenues from contracts with customers3,6733,768Leasing revenues2827Total revenues$ 3,701$ 3,7954 Income taxes The effective income tax rate including discrete items for the three months ended March 31, 2026 was 24.60%, compared to 24.32% for the same period in 2025.For the three months ended March 31, 2026, the effective income tax rate was 24.75%, excluding the discrete items of amortization of the fair value adjustments associated with purchase accounting of $93 million and acquisition-related costs of $9 million, both related to the Kansas City Southern ("KCS") acquisition, and advisory costs related to the analysis and advocacy in connection with the U.S. Surface Transportation Board's review of the proposed merger between Union Pacific Corporation and Norfolk Southern Corporation of $13 million.For the three months ended March 31, 2025, the effective income tax rate was 24.50%, excluding the discrete items of amortization of the fair value adjustments associated with purchase accounting of $94 million and acquisition-related costs of $20 million, both related to the KCS acquisition.2014 Tax AssessmentCanadian Pacific Kansas City Mexico's ("CPKCM") 2014 Tax Assessment is currently in litigation (see Note 13).5 Earnings per share
For the three months
ended March 31(in millions, except per share data)20262025Net income attributable to controlling shareholders$ 846$ 910Weighted-average basic shares outstanding896.8933.2Dilutive effect of stock options0.51.1Weighted-average diluted shares outstanding897.3934.3Basic earnings per share$ 0.94$ 0.98Diluted earnings per share$ 0.94$ 0.97For the three months ended March 31, 2026, there were 1.3 million stock options excluded from the computation of diluted earnings per share because their effects were not dilutive (three months ended March 31, 2025 - 1.5 million). 6 Changes in Accumulated other comprehensive income ("AOCI") by componentChanges in AOCI attributable to controlling shareholders, net of tax, by component are as follows:
For the three months ended March 31(in millions of Canadian dollars)Foreign currency
net of hedging activitiesDerivativesPension and post-retirement definedbenefit plansEquity accounted investmentsTotalOpening balance, January 1, 2026$ 1,829$ 9$ (602)$ 2$ 1,238Other comprehensive income before reclassifications536——1537Amounts reclassified from AOCI—(1)1——Net other comprehensive income (loss)536(1)11537Balance as at March 31, 2026$ 2,365$ 8$ (601)$ 3$ 1,775Opening balance, January 1, 2025$ 3,413$ 10$ (738)$ (5)$ 2,680Other comprehensive loss before reclassifications(28)———(28)Amounts reclassified from AOCI——1—1Net other comprehensive (loss) income(28)—1—(27)Balance as at March 31, 2025$ 3,385$ 10$ (737)$ (5)$ 2,6537 Accounts receivable, net (in millions of Canadian dollars)As at March 31, 2026As at December 31, 2025Total accounts receivable$ 2,306$ 2,146Allowance for credit losses(110)(117)Total accounts receivable, net$ 2,196$ 2,0298 Debt During the three months ended March 31, 2026, the Company repaid, at maturity, U.S. $250 million ($339 million) 3.70% 10.5-year notes.Issuance of long-term debtDuring the three months ended March 31, 2026, the Company issued U.S. $600 million ($821 million) 4.00% 3-year unsecured notes due March 15, 2029 for net proceeds of U.S. $597 million ($816 million), and U.S. $600 million ($821 million) 5.50% 30-year unsecured notes due March 15, 2056 for net proceeds of U.S. $589 million ($805 million). The issued notes pay interest semi-annually and carry a negative pledge.Credit facilityThe Company's revolving credit facility agreement (the "facility") consists of a two-year U.S. $1.1 billion tranche maturing June 25, 2027, and a five-year U.S. $1.1 billion tranche maturing June 25, 2030. As at March 31, 2026, the facility was undrawn (December 31, 2025 - undrawn). The Company presents draws and repayments on the facility in the Interim Consolidated Statements of Cash Flows on a net basis.Commercial paper programEffective March 27, 2026, the Company increased the maximum size of its commercial paper program through the addition of a Canadian dollar commercial paper program which allows the Company to borrow Canadian dollars in the form of unsecured promissory notes. This increased the maximum amount the Company can borrow under the program from U.S. $1.5 billion to U.S. $2.2 billion, or the Canadian dollar equivalent, on a combined basis. This commercial paper program is backed by the U.S. $2.2 billion facility. As at March 31, 2026, the Company had total commercial paper borrowings outstanding of U.S. $485 million ($676 million) recognized in "Long-term debt maturing within one year" on the Company's Interim Consolidated Balance Sheets (December 31, 2025 - U.S. $850 million ($1,165 million)). The weighted-average interest rate on these borrowings as at March 31, 2026 was 4.04% (December 31, 2025 - 4.02%). The Company presents issuances and repayments of commercial paper, all of which have a maturity of less than 90 days, in the Interim Consolidated Statements of Cash Flows on a net basis.9 Financial instruments A. Fair values of financial instrumentsThe Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market.The Company's short-term financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term borrowings, including commercial paper and term loans. The carrying value of short-term financial instruments approximate their fair value.The carrying value of the Company's debt does not approximate its fair value. The estimated fair value has been determined based on market information, where available, or by discounting future payments of principal and interest at estimated interest rates expected to be available to the Company at the balance sheet date. All measurements are classified as Level 2. The Company's long-term debt, including current maturities, with a carrying value of $23,644 million as at March 31, 2026 (December 31, 2025 - $22,023 million), had a fair value of $22,089 million (December 31, 2025 - $20,740 million).B. Financial risk managementForeign exchange ("FX") managementNet investment hedge
The majority of the Company's U.S. dollar-denominated long-term debt, finance lease obligations, and operating lease liabilities have been designated as a hedge of the Company's net investment in foreign subsidiaries. This designation has the effect of mitigating volatility on Net income by offsetting long-term FX gains and losses on U.S. dollar-denominated long-term debt and gains and losses on its net investment. The effect of the Company's net investment hedge for the three months ended March 31, 2026 was an unrealized FX loss of $123 million (three months ended March 31, 2025 - unrealized FX gain of $6 million) recognized in "Other comprehensive income (loss)".10 Share repurchases On January 28, 2026, the Company announced a normal course issuer bid ("NCIB"), commencing February 2, 2026, to purchase up to 44.9 million Common Shares in the open market for cancellation on or before February 1, 2027.On February 27, 2025, the Company announced a NCIB, commencing March 3, 2025, to purchase up to 37.3 million Common Shares in the open market for cancellation on or before March 2, 2026. By October 29, 2025, the Company had purchased and cancelled all 37.3 million Common Shares authorized to be purchased under the NCIB.All purchases were made in accordance with the respective NCIB at prevailing market prices plus brokerage fees, with consideration allocated to "Share capital" up to the average carrying amount of the Common Shares and any excess allocated to "Retained earnings".In accordance with Canadian tax legislation, the Company has accrued for a 2% tax on the fair market value of Common Shares repurchased (net of qualifying issuances of equity) as a direct cost of Common Share repurchases recognized in Shareholders' equity. During the three months ended March 31, 2026, the Company has accrued a liability of $11 million (three months ended March 31, 2025 - $7 million), for the tax due on the net Common Share repurchases made, payable within the first quarter of the following year.The following table provides activities under the share repurchase program:
For the three months ended March 31
20262025Number of Common Shares repurchased(1)5,735,9073,480,658Weighted-average price per Common Share(2)$112.62$107.68Amount of repurchase (in millions of Canadian dollars)(1)(2)$646$375(1)Includes Common Shares repurchased but not yet cancelled at end of period.(2)Includes brokerage fees and applicable tax on Common Share repurchases.11 Pension and other benefits During the three months ended March 31, 2026, the Company made contributions to its defined benefit pension plans of $3 million (three months ended March 31, 2025 - $4 million).Net periodic benefit (recovery) cost for defined benefit pension plans and other benefits included the following components:
For the three months ended March 31
PensionsOther benefitsTotal(in millions of Canadian dollars)202620252026202520262025Current service cost $ 19$ 21$ 3$ 3$ 22$ 24Other components of net periodic benefit
(recovery) cost:
Interest cost on benefit obligation11811755123122Expected return on plan assets(234)(232)——(234)(232)Recognized net actuarial (gain) loss(1)2——(1)2Amortization of prior service costs21——21Total other components of net periodic benefit
(recovery) cost(115)(112)55(110)(107)Net periodic benefit (recovery) cost$ (96)$ (91)$ 8$ 8$ (88)$ (83) 12 Stock-based compensation As at March 31, 2026, the Company had several stock-based compensation plans including stock option plans, various cash-settled liability plans, and an employee share purchase plan. These plans resulted in an expense for the three months ended March 31, 2026 of $49 million (three months ended March 31, 2025 - expense of $34 million).Stock options planIn the three months ended March 31, 2026, under the Company's stock options plan, the Company issued 1,189,411 options at the weighted-average price of $104.69 per share, based on the closing price of the Company's Common Shares on the TSX at the grant date. Pursuant to the employee plan, these options may be exercised upon vesting, which is between 12 months and 48 months after the grant date, and will expire seven years from the grant date.Under the fair value method, the fair value of the stock options at the grant date was approximately $30 million.Performance share unit plansDuring the three months ended March 31, 2026, the Company issued 629,722 Performance Share Units ("PSUs") with a grant date fair value of $66 million and 20,386 Performance Deferred Share Units ("PDSUs") with a grant date fair value, including the fair value of expected future matching units, of $3 million. PSUs and PDSUs attract dividend equivalents in the form of additional units based on dividends paid on the Company's Common Shares, and vest three to four years after the grant date, contingent on the Company's performance ("performance factor"). Vested PSUs are settled in cash. Vested PDSUs are converted into Deferred Share Units ("DSUs") pursuant to the DSU plan, are eligible for a 25% Company match if the employee has not exceeded their Common Share ownership requirements, and are settled in cash only when the holder ceases their employment with the Company.The performance period for all PSUs and all PDSUs granted in the three months ended March 31, 2026 is January 1, 2026 to December 31, 2028 and the performance factors are Free Cash Flow ("FCF") and Total Shareholder Return ("TSR"), compared to the Standard and Poor's ("S&P")/TSX 60 Index, and TSR compared to the S&P 500 Industrials Index.The performance period for all of the 544,175 PSUs and 26,333 PDSUs granted in 2023 was January 1, 2023 to December 31, 2025, and the performance factors were FCF, Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), TSR compared to the S&P/TSX 60 Index, TSR compared to the S&P 500 Industrials Index, and TSR compared to Class I railways. The resulting payout was 91% of the outstanding units multiplied by the Company's average Common Share price calculated based on the last 30 trading days preceding December 31, 2025. In the first quarter of 2026, payouts were $42 million on 461,766 PSUs, including dividends reinvested. The 26,555 PDSUs that vested on December 31, 2025, with a fair value of $3 million, including dividends reinvested and matching units, will be paid out in future reporting periods pursuant to the DSU plan (as described above).13 ContingenciesLitigationIn the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damage to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending as at March 31, 2026 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Company's business, financial position, results of operations, or liquidity. However, an unexpected adverse resolution of one or more of these legal actions could have a material adverse effect on the Company's business, financial position, results of operations, or liquidity in a particular quarter or fiscal year.Legal proceedings related to Lac-Mégantic rail accidentOn July 6, 2013, a train carrying petroleum crude oil operated by Montréal Maine and Atlantic Railway ("MMAR") or a subsidiary, Montréal Maine & Atlantic Canada Co. ("MMAC" and collectively the "MMA Group"), derailed in Lac-Mégantic, Québec. The derailment occurred on a section of railway owned and operated by the MMA Group and while the MMA Group exclusively controlled the train.Following the derailment, MMAC sought court protection in Canada under the Companies' Creditors Arrangement Act and MMAR filed for bankruptcy in the U.S. Plans of arrangement were approved in both Canada and the U.S. (the "Plans"), providing for the distribution of approximately $440 million amongst those claiming derailment damages.A number of legal proceedings, set out below, were commenced in Canada and the U.S. against the Company and others:Québec's Minister of Sustainable Development, Environment, Wildlife and Parks ordered various parties, including the Company, to remediate the derailment site (the "Cleanup Order") and served the Company with a Notice of Claim for $95 million for those costs. The Company appealed the Cleanup Order and contested the Notice of Claim with the Administrative Tribunal of Québec. These proceedings are stayed pending determination of the Attorney General of Québec ("AGQ") action (paragraph 2 below).The AGQ sued the Company in the Québec Superior Court claiming $409 million in damages, which was further amended and reduced to $231 million (the "AGQ Action"). The AGQ Action alleges that: (i) the Company was responsible for the petroleum crude oil from its point of origin until its delivery to Irving Oil Ltd.; and (ii) the Company is vicariously liable for the acts and omissions of the MMA Group.A class action in the Québec Superior Court on behalf of persons and entities residing in, owning or leasing property in, operating a business in, or physically present in Lac-Mégantic at the time of the derailment was certified against the Company on May 8, 2015 (the "Class Action"). Other defendants including MMAC and Mr. Thomas Harding ("Harding") were added to the Class Action on January 25, 2017. On November 28, 2019, the plaintiffs' motion to discontinue their action against Harding was granted. The Class Action seeks unquantified damages, including for wrongful death, personal injury, property damage, and economic loss.Eight subrogated insurers sued the Company in the Québec Superior Court claiming approximately $16 million in damages, which was amended and reduced to approximately $14 million (the "Promutuel Action"), and two additional subrogated insurers sued the Company claiming approximately $3 million in damages (the "Royal Action"). Both actions contain similar allegations as the AGQ Action. The actions do not identify the subrogated parties. As such, the extent of any overlap between the damages claimed in these actions and under the Plans is unclear. The Royal Action is stayed pending determination of the consolidated proceedings described below.On December 11, 2017, the AGQ Action, the Class Action and the Promutuel Action were consolidated. The joint liability trial of these consolidated claims commenced on September 21, 2021 with oral arguments ending on June 15, 2022. The Québec Superior Court issued a decision on December 14, 2022 dismissing all claims against the Company, finding that the Company's actions were not the direct and immediate cause of the accident and the damages suffered by the plaintiffs. All three plaintiffs filed a declaration of appeal on January 13, 2023. The appeal was heard October 7 to 10, 2024 by the Québec Court of Appeal. On February 26, 2025, the Québec Court of Appeal issued its unanimous decision upholding the trial decision and dismissing the appeals in their entirety. On April 28, 2025, all three plaintiffs filed applications for leave to appeal to the Supreme Court of Canada. On May 30, 2025, the Company filed its response to the plaintiffs' leave applications. A damages trial will follow after the disposition of all appeals, if necessary.Forty-eight plaintiffs (all individual claims joined in one action) sued the Company, MMAC, and Harding in the Québec Superior Court claiming approximately $5 million in damages for economic loss and pain and suffering, and asserting similar allegations as in the Class Action and the AGQ Action. The majority of the plaintiffs opted-out of the Class Action and all but two are also plaintiffs in litigation against the Company, described in paragraph 7 below. This action is stayed pending determination of the consolidated claims described above.The MMAR U.S. bankruptcy estate representative commenced an action against the Company in November 2014 in the Maine Bankruptcy Court claiming that the Company failed to abide by certain regulations and seeking approximately U.S. $30 million in damages for MMAR's loss in business value according to an expert report filed by the bankruptcy estate. This action asserts that the Company knew or ought to have known that the shipper misclassified the petroleum crude oil and therefore should have refused to transport it. Summary judgement motion was argued and taken under advisement on June 9, 2022. On May 23, 2023, the case management judge stayed the proceedings pending the outcome of the appeal in the Canadian consolidated claims. On April 18, 2025, the Court lifted the stay and ordered briefing concerning the Company's request for summary judgement based on the preclusive effect of matters decided in other Lac-Mégantic cases. The Court would address that basis for summary judgement first, then would address other arguments for summary judgement, if necessary, afterwards. On October 8, 2025, the Court heard the Company's summary judgement motion. On April 21, 2026, the Court granted CPKC's motion for summary judgement, dismissing the bankruptcy estate representative's claims.The class and mass tort action commenced against the Company in June 2015 in Texas (on behalf of Lac-Mégantic residents and wrongful death representatives) and the wrongful death and personal injury actions commenced against the Company in June 2015 in Illinois and Maine, were all transferred and consolidated in Federal District Court in Maine (the "Maine Actions"). The Maine Actions allege that the Company negligently misclassified and improperly packaged the petroleum crude oil. On the Company's motion, the Maine Actions were dismissed. The plaintiffs appealed the dismissal decision to the U.S. First Circuit Court of Appeals, which dismissed the plaintiffs' appeal on June 2, 2021. The plaintiffs further petitioned the U.S. First Circuit Court of Appeals for a rehearing, which was denied on September 8, 2021. On January 24, 2022, the plaintiffs further appealed to the U.S. Supreme Court on two bankruptcy procedural grounds. On May 31, 2022, the U.S. Supreme Court denied the petition, thereby rejecting the plaintiffs' appeal.The trustee for the wrongful death trust commenced Carmack Amendment claims against the Company in North Dakota Federal Court, seeking to recover approximately U.S. $6 million for damaged rail cars and lost crude oil and reimbursement for the settlement paid by the consignor and the consignee under the Plans (alleged to be U.S. $110 million and U.S. $60 million, respectively). The Court issued an Order on August 6, 2020 granting and denying in parts the parties' summary judgement motions which has been reviewed and confirmed following motions by the parties for clarification and reconsideration. Final briefs of dispositive motions for summary judgement and for reconsideration on tariff applicability were submitted on September 30, 2022. On January 20, 2023, the Court granted in part the Company's summary judgement motion by dismissing all claims for recovery of settlement payments but leaving for trial the determination of the value of the lost crude oil. It also dismissed the Company's motion for reconsideration on tariff applicability. The remaining issues of the value of the lost crude oil and applicability of judgement reduction provisions did not require trial, and were fully briefed in 2024. On January 5, 2024, the Court issued its decision finding that the Company was liable for approximately U.S. $3.9 million plus pre-judgement interest, but declined to determine whether judgement reduction provisions were applicable, referring the parties to a court in Maine on that issue. On January 18, 2024, the Company filed a motion for reconsideration for the Court to apply the judgement reduction provisions. On January 19, 2024, the trustee for the wrongful death trust filed a Notice of Appeal for the January 5, 2024 decision, as well as prior decisions. On February 23, 2024, the Court denied the Company's motion for reconsideration, again referring the parties to a court in Maine to apply the judgement reduction provision. On March 6, 2024, the Company filed its notice of appeal of this latest ruling, as well as prior decisions. The appeal was heard on March 18, 2025. On July 3, 2025, the U.S. Eighth Circuit Court of Appeals unanimously allowed the Company's appeal, reversing the district court decision and remanding the matter back to the district court for a complete reduction of the judgement against the Company. On July 17, 2025, the trustee for the wrongful death trust petitioned the U.S. Eighth Circuit Court of Appeals for a rehearing. On August 7, 2025, the U.S. Eighth Circuit Court of Appeals denied the petition for a rehearing. The deadline for any petition to the U.S. Supreme Court for certiorari passed in November 2025 and no petition was filed.At this stage of the proceedings, any potential responsibility and the quantum of potential losses cannot be determined. Nevertheless, the Company denies liability and is vigorously defending these proceedings.Court decision related to Remington Development Corporation legal claimOn October 20, 2022, the Court of King's Bench of Alberta issued a decision in a claim brought by Remington Development Corporation ("Remington") against the Company and the Province of Alberta ("Alberta") with respect to an alleged breach of contract by the Company in relation to the sale of certain properties in Calgary. In its decision, the Court found the Company had breached its contract with Remington and Alberta had induced the contract breach. The Court found the Company and Alberta liable for damages of approximately $164 million plus interest and costs, and subject to an adjustment to the acquisition value of the property. In a further decision on August 30, 2023, the Court determined that adjustment and set the total damages at $165 million plus interest and costs. On October 20, 2023, the Court determined the costs payable to Remington, however, the Court had not provided any indication of how the damages, which were estimated to total approximately $232 million as at June 30, 2025, should be apportioned between the Company and Alberta. On November 17, 2022, the Company filed an appeal of the Court's decision. On April 11, 2024, the Court of Appeal of Alberta ("ABCA") stayed the judgement pending the outcome of the appeal. On September 10, 2024, the ABCA heard the Company's appeal and reserved its decision. On July 2, 2025, the ABCA unanimously allowed the Company's appeal and set aside the trial judgement and costs order. A majority of the ABCA ordered a new trial in the Court of King's Bench. On September 26, 2025, Remington sought leave to appeal the ABCA's decision to the Supreme Court of Canada.2014 tax assessment On April 13, 2022, the Servicio de Administracion Tributaria ("SAT") delivered an audit assessment of CPKCM's 2014 tax returns (the "2014 Assessment"). As at March 31, 2026, the 2014 Assessment, including inflation, interest, and penalties was Mexican pesos ("Ps.") 6,686 million ($518 million).On July 7, 2022, CPKCM filed an administrative appeal (the "Administrative Appeal") before the SAT, seeking to revoke the 2014 Assessment on the basis that the SAT's notification of the 2014 Assessment through the tax mailbox was not legal, because it was in violation of a tax mailbox injunction previously granted to CPKCM on March 19, 2015. On September 26, 2022, the SAT dismissed the Administrative Appeal, on the basis that it was not a timely submission (the "Administrative Appeal Resolution").On October 10, 2022, CPKCM submitted an annulment lawsuit (the "Annulment Lawsuit") before the Federal Administrative Court (the "Administrative Court"), challenging the 2014 Assessment, its notification, and the Administrative Appeal Resolution. On April 24, 2024, the Administrative Court resolved the Annulment Lawsuit, confirming the Administrative Appeal Resolution and the 2014 Assessment (the "Administrative Court Resolution").On June 21, 2024, CPKCM challenged the Administrative Court Resolution by submitting an Amparo appeal (Demanda de Amparo) before the Collegiate Circuit Courts (Tribunales Colegiados de Circuito). On June 4, 2025, the Twenty Third Collegiate Court of the First Circuit (the "Circuit Court") unanimously granted CPKCM's Amparo petition, vacating the prior decision and sending the matter back to the Administrative Court with an order to issue a new resolution addressing CPKCM's arguments that were presented in the Annulment Lawsuit. On June 25, 2025, the Administrative Court resolved the Annulment Lawsuit unfavourably to CPKCM (the "2025 Administrative Court Resolution"). On August 19, 2025, CPKCM submitted a new Amparo appeal challenging the 2025 Administrative Court Resolution. On September 8, 2025, the Circuit Court admitted the Amparo appeal submitted by CPKCM. CPKCM expects to prevail based on the technical merits of its case.On August 20, 2025, derived from the submission of the Amparo appeal, the Administrative Court issued a resolution granting an injunction against the enforcement and collection of the 2014 Assessment, as long as the 2014 Assessment is duly guaranteed.Environmental liabilitiesEnvironmental remediation accruals, recognized on an undiscounted basis unless a reliable, determinable estimate as to an amount and timing of costs can be established, cover site-specific remediation programs.The accruals for environmental remediation represent the Company's best estimate of its probable future obligation and include both asserted and unasserted claims, without reduction for anticipated recoveries from third parties. Although the recognized accruals include the Company's best estimate of all probable costs, the Company's total environmental remediation costs cannot be predicted with certainty. Accruals for environmental remediation may change from time to time as new information about previously untested sites becomes known, and as environmental laws and regulations evolve and advances are made in environmental remediation technology. The accruals may also vary as the courts decide legal proceedings against outside parties responsible for contamination. These potential charges, which cannot be quantified at this time, may materially affect income in the particular period in which a charge is recognized. Costs related to existing, but as yet unknown, or future contamination will be accrued in the period in which they become probable and reasonably estimable.The expense recognized in "Purchased services and other" in the Company's Interim Consolidated Statements of Income for the three months ended March 31, 2026 was $nil (three months ended March 31, 2025 - $2 million). Provisions for environmental remediation costs are recognized in the Company's Interim Consolidated Balance Sheets in "Other long-term liabilities", except for the current portion, which is recognized in "Accounts payable and accrued liabilities". The total amount provided as at March 31, 2026 was $243 million (December 31, 2025 - $241 million). Payments are expected to be made over 10 years through 2035. Summary of Rail Data
First QuarterFinancial (in millions, except per share data)20262025Total Change% Change
Revenues
Freight$ 3,628$ 3,727$ (99)(3)Non-freight736857Total revenues3,7013,795(94)(2)
Operating expenses
Compensation and benefits69168291Fuel458481(23)(5)Materials12712432Equipment rents9599(4)(4)Depreciation and amortization51250482Purchased services and other560588(28)(5)Total operating expenses2,4432,478(35)(1)
Operating income1,2581,317(59)(4)
Other expense20713186Other components of net periodic benefit recovery(110)(107)(3)3Net interest expense228216126
Income before income tax expense1,1201,201(81)(7)
Current income tax expense260266(6)(2)Deferred income tax expense1526(11)(42)Income tax expense 275292(17)(6)
Net income$ 845$ 909$ (64)(7)
Net loss attributable to non-controlling interest(1)(1)——
Net income attributable to controlling shareholders$ 846$ 910$ (64)(7)Operating ratio (%)66.065.30.770 bps
Basic earnings per share$ 0.94$ 0.98$ (0.04)(4)
Diluted earnings per share$ 0.94$ 0.97$ (0.03)(3)
Shares Outstanding
Weighted average number of basic shares outstanding (millions)896.8933.2(36.4)(4)Weighted average number of diluted shares outstanding (millions)897.3934.3(37.0)(4)
Foreign Exchange
Average foreign exchange rate (U.S.$/Canadian$)0.730.700.034Average foreign exchange rate (Canadian$/U.S.$)1.371.44(0.07)(5)Average foreign exchange rate (Mexican peso/Canadian$)12.7914.23(1.44)(10)Average foreign exchange rate (Canadian$/Mexican peso)0.07820.07030.007911 Summary of Rail Data (Continued)
First QuarterCommodity Data20262025Total Change% ChangeFX Adjusted % Change(1)
Freight Revenues (millions)
- Grain$ 871$ 788$ 831114- Coal226257(31)(12)(11)- Potash149156(7)(4)(2)- Fertilizers and sulphur112114(2)(2)2- Forest products181217(36)(17)(14)- Energy, chemicals and plastics700758(58)(8)(5)- Metals, minerals and consumer products438448(10)(2)(1)- Automotive296315(19)(6)(6)- Intermodal655674(19)(3)(1)
Total Freight Revenues$ 3,628$ 3,727$ (99)(3)—
Freight Revenue per Revenue Ton-Mile ("RTM") (cents)
- Grain5.195.27(0.08)(2)1- Coal4.364.44(0.08)(2)(1)- Potash3.303.53(0.23)(7)(4)- Fertilizers and sulphur8.067.990.0715- Forest products8.599.26(0.67)(7)(4)- Energy, chemicals and plastics7.637.81(0.18)(2)1- Metals, minerals and consumer products9.129.57(0.45)(5)(3)- Automotive23.4725.55(2.08)(8)(8)- Intermodal6.897.33(0.44)(6)(4)
Total Freight Revenue per RTM6.636.94(0.31)(4)(2)
Freight Revenue per Carload
- Grain$ 5,842$ 5,894$ (52)(1)2- Coal2,0642,171(107)(5)(4)- Potash3,5483,920(372)(9)(7)- Fertilizers and sulphur6,3286,404(76)(1)2- Forest products5,9346,236(302)(5)(2)- Energy, chemicals and plastics5,1855,319(134)(3)1- Metals, minerals and consumer products3,7473,60114645- Automotive5,7255,45027555- Intermodal1,5191,548(29)(2)—
Total Freight Revenue per Carload$ 3,348$ 3,374$ (26)(1)1(1)This earnings measure has no standardized meaning prescribed by GAAP and, therefore, is unlikely to be comparable to similar measures presented by other companies. This measure is defined and reconciled in Non-GAAP Measures of this Earnings Release. Summary of Rail Data (Continued)
First QuarterCommodity Data20262025Total
Change%
Change
Millions of RTM
- Grain16,78514,9421,84312- Coal5,1845,783(599)(10)- Potash4,5114,419922- Fertilizers and sulphur1,3891,427(38)(3)- Forest products2,1062,343(237)(10)- Energy, chemicals and plastics9,1779,701(524)(5)- Metals, minerals and consumer products4,8034,6811223- Automotive1,2611,233282- Intermodal9,5099,1953143
Total RTMs54,72553,7241,0012
Carloads (thousands)
- Grain149.1133.715.412- Coal109.5118.4(8.9)(8)- Potash42.039.82.26- Fertilizers and sulphur17.717.8(0.1)(1)- Forest products30.534.8(4.3)(12)- Energy, chemicals and plastics135.0142.5(7.5)(5)- Metals, minerals and consumer products116.9124.4(7.5)(6)- Automotive51.757.8(6.1)(11)- Intermodal431.1435.4(4.3)(1)
Total Carloads1,083.51,104.6(21.1)(2)
First Quarter
20262025Total
Change%
ChangeFX
Adjusted %
Change(1)
Operating Expenses (millions)
Compensation and benefits$ 691$ 682$ 912Fuel458481(23)(5)(4)Materials127124323Equipment rents9599(4)(4)—Depreciation and amortization512504824Purchased services and other560588(28)(5)(3)
Total Operating Expenses$ 2,443$ 2,478$ (35)(1)—(1)This earnings measure has no standardized meaning prescribed by GAAP and, therefore, is unlikely to be comparable to similar measures presented by other companies. This measure is defined and reconciled in Non-GAAP Measures of this Earnings Release. Summary of Rail Data (Continued)
First Quarter
20262025Total Change% Change
Operations Performance
Gross ton-miles ("GTMs") (millions)100,62598,4122,2132Train miles (thousands)11,52311,804(281)(2)Average train weight - excluding local traffic (tons)9,3789,0343444Average train length - excluding local traffic (feet)7,8587,6282303Average terminal dwell (hours)9.510.3(0.8)(8)Average train speed (miles per hour, or "mph")(1)19.919.10.84Locomotive productivity (GTMs / operating horsepower)(2)17116385Fuel efficiency(3)1.0431.064(0.021)(2)U.S. gallons of locomotive fuel consumed (millions)(4)105.0104.70.3—Average fuel price (U.S. dollars per U.S. gallon)3.183.20(0.02)(1)
Total Employees and Workforce
Total employees (average)(5)19,53919,749(210)(1)Total employees (end of period)(5)19,65819,992(334)(2)Workforce (end of period)(6)19,67120,114(443)(2)
Safety Indicators(7)
FRA personal injuries per 200,000 employee-hours0.910.97(0.06)(6)FRA train accidents per million train-miles0.930.380.55145(1)Average train speed is defined as a measure of the line-haul movement from origin to destination including terminal dwell hours. It is calculated by dividing the total train miles travelled by the total train hours operated. This calculation does not include delay time related to customers or foreign railroads and excludes the time and distance travelled by: i) trains used in or around CPKC's yards; ii) passenger trains; and iii) trains used for repairing track. An increase in average train speed indicates improved on-time performance resulting in improved asset utilization.(2)Locomotive productivity is defined as the daily average GTMs divided by daily average operating horsepower. Operating horsepower excludes units offline, tied up or in storage, or in use on other railways, and includes foreign units.(3)Fuel efficiency is defined as United States ("U.S.") gallons of locomotive fuel consumed per 1,000 GTMs.(4)Fuel consumed includes gallons from freight, yard and commuter service but excludes fuel used in capital projects and other non-freight activities.(5)An employee is defined as an individual currently engaged in full-time, part-time, or seasonal employment with CPKC. CPKC monitors employment levels in order to efficiently meet service and strategic requirements. The number of employees is a key driver to total compensation and benefits costs.(6)Workforce is defined as employees plus contractors and consultants.(7)Federal Railroad Administration ("FRA") personal injuries per 200,000 employee-hours for the three months ended March 31, 2025 have been restated to reflect new information available within specified periods stipulated by the FRA but that exceed the Company's financial reporting timeline.Non-GAAP MeasuresThe Company presents Non-GAAP measures to provide a basis for evaluating underlying earnings and liquidity trends in the Company's current period's financial results that can be compared with the results of operations in prior periods. Management believes these Non-GAAP measures facilitate a multi-period assessment of long-term profitability.These Non-GAAP measures have no standardized meanings and are not defined by accounting principles generally accepted in the United States of America ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. The presentation of these Non-GAAP measures is not intended to be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP.Non-GAAP Performance and Liquidity MeasuresThe Company uses Core adjusted operating income, Core adjusted operating ratio, Core adjusted income, and Core adjusted diluted earnings per share ("EPS") to evaluate the Company's operating performance and for planning and forecasting future business operations and future profitability. In addition to the Non-GAAP performance measures noted above, other Non-GAAP liquidity measures include Adjusted free cash and Adjusted net debt to adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") ratio.Management believes these Non-GAAP measures provide meaningful supplemental information about our financial results and improved comparability to past performance because they exclude certain significant items that are not considered indicative of future or past financial trends either by nature or amount. As a result, these items are excluded for management's assessment of operational performance, allocation of resources, and preparation of annual budgets. These significant items may include, but are not limited to, restructuring and asset impairment charges, individually significant gains and losses from sales of assets or equity investments, acquisition-related costs, certain adjustments to provisions and settlements of Mexican taxes, advisory costs related to rail consolidation matters, discrete tax items, changes in income tax rates, changes to uncertain tax items, and certain items that are not typical of normal business activities or are outside the control of management. Acquisition-related costs include legal, consulting, integration costs including third-party services and system migration, restructuring and special termination benefit costs, employee retention and synergy incentive costs. These items may not be non-recurring and may include items that are settled in cash. Specifically, due to the magnitude of the Kansas City Southern ("KCS") acquisition, its significant impact to the Company's business and complexity of integrating the acquired business and operations, the Company continues to expect to incur acquisition-related costs beyond the year of acquisition. Management believes excluding these significant items from GAAP results provides an additional viewpoint which may give users a consistent understanding of the Company's financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these Non-GAAP financial measures may provide additional insight to investors and other external users of the Company's financial information.In addition, these Non-GAAP measures exclude KCS purchase accounting. KCS purchase accounting represents the amortization of basis differences being the incremental depreciation or amortization in relation to fair value adjustments to properties and intangible assets, fair value adjustments to KCS's investments, the change in fair value of debt of KCS assumed on April 14, 2023 (the "Control Date"), and fair value adjustments that are attributable to the non-controlling interest, as recognized within "Depreciation and amortization", "Other expense", "Net interest expense", and "Net loss attributable to non-controlling interest", respectively, in the Company's Interim Consolidated Statements of Income. All assets subject to KCS purchase accounting contribute to income generation and will continue to amortize over their estimated useful lives. Excluding KCS purchase accounting from GAAP results provides financial statement users with additional transparency by isolating the impact of KCS purchase accounting.Significant items recognized in "Net income attributable to controlling shareholders" as reported on a GAAP basis for the first three months of 2026, the year ended December 31, 2025, and the last nine months of 2024 were as follows:2026:during the first quarter, acquisition-related costs of $9 million in connection with the KCS acquisition ($7 million after current income tax recovery of $2 million) including $4 million recognized in "Compensation and benefits" primarily related to synergy related incentive compensation and restructuring costs, and $5 million recognized in "Purchased services and other" primarily related to system migration, legal fees, and other third party purchased services, that unfavourably impacted Diluted EPS by 1 cent; andduring the first quarter, advisory costs related to the analysis and advocacy in connection with the U.S. Surface Transportation Board's review of the proposed merger between Union Pacific Corporation and Norfolk Southern Corporation of $13 million ($10 million after current income tax recovery of $3 million) recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 1 cent.2025:during the course of the year, a gain on sale of an equity investment of $333 million ($256 million after current income tax expense of $102 million net of deferred income tax recovery of $25 million) recognized in "Gain on sale of equity investment", that favourably impacted Diluted EPS by 27 cents as follows:in the fourth quarter, a current tax expense of $26 million recognized in "Current income tax expense" due to the finalization of the related tax provision, that unfavourably impacted Diluted EPS by 3 cents;in the second quarter, a gain on sale of an equity investment of $333 million ($282 million after current income tax expense of $76 million net of deferred income tax recovery of $25 million) recognized in "Gain on sale of equity investment", that favourably impacted Diluted EPS by 30 cents; andduring the course of the year, acquisition-related costs of $72 million in connection with the KCS acquisition ($56 million after current income tax recovery of $16 million), including $11 million recognized in "Compensation and benefits" primarily related to synergy related incentive compensation and restructuring costs, $1 million recognized in "Materials", $51 million recognized in "Purchased services and other" primarily related to system migration, legal fees, and other third party purchased services, and $9 million recognized in "Other components of net period benefit recovery" related to special termination benefit costs, that unfavourably impacted Diluted EPS by 6 cents as follows:in the fourth quarter, acquisition-related costs of $20 million ($17 million after current income tax recovery of $3 million) including a recovery of $5 million recognized in "Compensation and benefits", an expense of $16 million recognized in "Purchased services and other", and an expense of $9 million recognized in "Other components of net period benefit recovery", that unfavourably impacted Diluted EPS by 2 cents;in the third quarter, acquisition-related costs of $13 million ($10 million after current income tax recovery of $3 million) including $4 million recognized in "Compensation and benefits", and $9 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 1 cent;in the second quarter, acquisition-related costs of $19 million ($14 million after current income tax recovery of $5 million) including $7 million recognized in "Compensation and benefits", and $12 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; andin the first quarter, acquisition-related costs of $20 million ($15 million after current income tax recovery of $5 million) including $5 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $14 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.2024:during the last nine months, a deferred income tax recovery of $81 million on account of changes in tax rates, that favourably impacted Diluted EPS by 9 cents as follows:in the fourth quarter, a deferred income tax recovery of $78 million due to a decrease in the Louisiana state corporate income tax rate, that favourably impacted Diluted EPS by 9 cents; andin the second quarter, a deferred income tax recovery of $3 million due to a decrease in the Arkansas state corporate income tax rate, that had minimal impact on Diluted EPS;during the last nine months, adjustments to provisions and settlements of Mexican taxes of $14 million recovery ($12 million after deferred income tax expense of $2 million) recognized in "Compensation and benefits", that favourably impacted Diluted EPS by 1 cent as follows:in the fourth quarter, adjustments to provisions and settlements of Mexican taxes of $7 million recovery ($6 million after deferred income tax expense of $1 million) recognized in "Compensation and benefits", that had minimal impact on Diluted EPS;in the third quarter, adjustments to provisions and settlements of Mexican taxes of $7 million recovery ($6 million after deferred income tax expense of $1 million) recognized in "Compensation and benefits", that favourably impacted Diluted EPS by 1 cent; andduring the last nine months, acquisition-related costs of $86 million in connection with the KCS acquisition ($62 million after current income tax recovery of $24 million), including $14 million recognized in "Compensation and benefits" primarily related to retention and synergy related incentive compensation costs; $4 million recognized in "Materials"; and $68 million recognized in "Purchased services and other" primarily related to system migration, relocation expenses, legal and consulting fees, that unfavourably impacted Diluted EPS by 7 cents as follows:in the fourth quarter, acquisition-related costs of $22 million ($17 million after current income tax recovery of $5 million) including $1 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $20 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents;in the third quarter, acquisition-related costs of $36 million ($26 million after current income tax recovery of $10 million) including $11 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 3 cents; andin the second quarter, acquisition-related costs of $28 million ($19 million after current income tax recovery of $9 million) including $2 million recognized in "Compensation and benefits", $2 million recognized in "Materials", and $24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.KCS purchase accounting recognized in "Net income attributable to controlling shareholders" as reported on a GAAP basis for the first three months of 2026, the year ended December 31, 2025, and the last nine months of 2024 was as follows:2026:during the first quarter, KCS purchase accounting of $91 million ($66 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $5 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents.2025:during the course of the year, KCS purchase accounting of $391 million ($285 million after deferred income tax recovery of $106 million), including costs of $373 million recognized in "Depreciation and amortization", $3 million recognized in "Purchased services and other" related to the amortization of equity investments, $21 million recognized in "Net interest expense", $1 million recognized in "Other expense", and a recovery of $7 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 31 cents as follows:in the fourth quarter, KCS purchase accounting of $109 million ($79 million after deferred income tax recovery of $30 million), including costs of $105 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $5 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the third quarter, KCS purchase accounting of $95 million ($69 million after deferred income tax recovery of $26 million), including costs of $90 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $6 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the second quarter, KCS purchase accounting of $95 million ($70 million after deferred income tax recovery of $25 million), including costs of $91 million recognized in "Depreciation and amortization", $5 million recognized in "Net interest expense", and a recovery of $1 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents; andin the first quarter, KCS purchase accounting of $92 million ($67 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $5 million recognized in "Net interest expense", $1 million recognized in "Other expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.2024:during the last nine months, KCS purchase accounting of $268 million ($195 million after deferred income tax recovery of $73 million), including $254 million recognized in "Depreciation and amortization", $2 million recognized in "Purchased services and other" related to the amortization of equity investments, $15 million recognized in "Net interest expense", $2 million recognized in "Other expense", and a recovery of $5 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 21 cents as follows:in the fourth quarter, KCS purchase accounting of $93 million ($68 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $6 million recognized in "Net interest expense", $1 million recognized in "Other expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the third quarter, KCS purchase accounting of $89 million ($65 million after deferred income tax recovery of $24 million), including costs of $85 million recognized in "Depreciation and amortization", $4 million recognized in "Net interest expense", $1 million recognized in "Other expense", and a recovery of $1 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents; andin the second quarter, KCS purchase accounting of $86 million ($62 million after deferred income tax recovery of $24 million), including costs of $82 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $5 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 6 cents.Reconciliation of GAAP Performance Measures to Non-GAAP Performance MeasuresThe following tables reconcile the most directly comparable measures presented in accordance with GAAP to the Non-GAAP measures:Core Adjusted Income and Core Adjusted Diluted EPSCore adjusted income is calculated as Net income attributable to controlling shareholders reported on a GAAP basis adjusted for significant items less KCS purchase accounting.
For the three months
ended March 31(in millions of Canadian dollars)20262025Net income attributable to controlling shareholders as reported$ 846$ 910Less:
Significant items (pre-tax):
Acquisition-related costs(9)(20)Advisory costs related to rail consolidation matters(13)—KCS purchase accounting(91)(92)Add:
Tax effect of adjustments(1)(30)(30)Core adjusted income$ 929$ 992(1)The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of 26.56% for the three months ended March 31, 2026 and 26.76% for the three months ended March 31, 2025. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.Core adjusted diluted EPS is calculated using Diluted EPS reported on a GAAP basis adjusted for significant items less KCS purchase accounting.
For the three months
ended March 31For the year ended
December 31
202620252025Diluted EPS as reported$ 0.94$ 0.97$ 4.51Less:
Significant items (pre-tax):
Gain on sale of equity investment——0.36Acquisition-related costs(0.01)(0.02)(0.08)Advisory costs related to rail consolidation matters(0.02)——KCS purchase accounting(0.10)(0.10)(0.43)Add:
Tax effect of adjustments(1)(0.03)(0.03)(0.05)Core adjusted diluted EPS$ 1.04$ 1.06$ 4.61(1)The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of 26.56% for the three months ended March 31, 2026, 26.76% for the three months ended March 31, 2025, and 34.76% for the year ended December 31, 2025. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.Core Adjusted Operating Income and Core Adjusted Operating RatioCore adjusted operating income and Core adjusted operating ratio are calculated from reported GAAP revenue and operating expenses adjusted for, where applicable, (1) significant items (acquisition-related costs and advisory costs related to rail consolidation matters) that are reported within Operating income, and (2) KCS purchase accounting recognized in "Depreciation and amortization" and "Purchased services and other".
For the three months
ended March 31(in millions of Canadian dollars)20262025Operating income as reported$ 1,258$ 1,317Less:
Acquisition-related costs(9)(20)Advisory costs related to rail consolidation matters(13)—KCS purchase accounting in Operating expenses(88)(88)Core adjusted operating income$ 1,368$ 1,425
For the three months
ended March 31
20262025Operating ratio as reported66.0 %65.3 %Less:
Acquisition-related costs0.2 %0.5 %Advisory costs related to rail consolidation matters0.4 %— %KCS purchase accounting in Operating expenses2.4 %2.3 %Core adjusted operating ratio63.0 %62.5 %FX Adjusted % ChangeFX adjusted % change allows certain financial results to be viewed without the impact of fluctuations in FX rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Financial result variances at constant currency are obtained by translating the comparable period of the prior year's results denominated in U.S. dollars and Mexican pesos at the FX rates of the current period.FX adjusted % changes in revenues are also used in calculating FX adjusted % change in Freight revenue per carload and per RTM. FX adjusted % changes in revenues are as follows:
For the three months ended March 31(in millions of Canadian dollars)Reported
2026Reported
2025Variancedue to FXFX Adjusted
2025FX Adjusted
% ChangeFreight revenues by line of business
Grain$ 871$ 788$ (22)$ 76614Coal226257(3)254(11)Potash149156(4)152(2)Fertilizers and sulphur112114(4)1102Forest products181217(7)210(14)Energy, chemicals and plastics700758(24)734(5)Metals, minerals and consumer products438448(6)442(1)Automotive296315—315(6)Intermodal655674(11)663(1)Freight revenues3,6283,727(81)3,646—Non-freight revenues7368(1)679Total revenues$ 3,701$ 3,795$ (82)$ 3,713—FX adjusted % changes in Operating expenses are as follows:
For the three months ended March 31(in millions of Canadian dollars)Reported
2026Reported
2025Variancedue to FXFX Adjusted
2025FX Adjusted
% ChangeCompensation and benefits$ 691$ 682$ (4)$ 6782Fuel458481(4)477(4)Materials127124(1)1233Equipment rents9599(4)95—Depreciation and amortization512504(14)4904Purchased services and other560588(8)580(3)Total operating expenses $ 2,443$ 2,478$ (35)$ 2,443—FX adjusted % change in Operating income is as follows:
For the three months ended March 31(in millions of Canadian dollars)Reported
2026Reported
2025Variancedue to FXFX Adjusted
2025FX Adjusted
% ChangeTotal revenues$ 3,701$ 3,795$ (82)$ 3,713—Total operating expenses2,4432,478(35)2,443—Operating income$ 1,258$ 1,317$ (47)$ 1,270(1)Reconciliation of GAAP Liquidity Measures to Non-GAAP Liquidity MeasuresAdjusted Free CashAdjusted free cash is calculated as Net cash provided by operating activities, less Net cash used in investing activities, adjusted for changes in Cash and cash equivalents balances resulting from FX rate fluctuations, the cash flow impacts of acquisition-related costs associated with the KCS acquisition, certain settlements of Mexican taxes, and advisory costs related to rail consolidation matters which are not indicative of operating trends. Adjusted free cash is useful to investors and other external users of the Company's Interim Consolidated Financial Statements as it assists with the evaluation of the Company's ability to generate cash to satisfy debt obligations and other activities such as dividends, share repurchase programs, and other strategic opportunities, and is an important performance criterion in determining certain elements of the Company's long-term incentive plan. Adjusted free cash should be considered in addition to, rather than as a substitute for, Net cash provided by operating activities.Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash
For the three months
ended March 31(in millions of Canadian dollars)20262025Net cash provided by operating activities as reported$ 976$ 1,156Net cash used in investing activities(672)(715)Effect of foreign currency fluctuations on foreign currency-denominated cash and cash equivalents2(1)Less:
Settlements of Mexican taxes—(11)Acquisition-related costs(21)(15)Advisory costs related to rail consolidation matters(11)—Adjusted free cash$ 338$ 466Adjusted Net Debt to Adjusted EBITDA Ratio Adjusted net debt to adjusted EBITDA ratio is calculated as Adjusted net debt divided by Adjusted EBITDA. The Adjusted net debt to adjusted EBITDA ratio is a key credit measure used to assess the Company's financial capacity. The ratio provides information on the Company's ability to service its debt and other long-term obligations from operations, excluding significant items. The Adjusted net debt to adjusted EBITDA ratio which is reconciled below from the Long-term debt to Net income attributable to controlling shareholders ratio, the most comparable measure calculated in accordance with GAAP.Calculation of Long-term Debt to Net Income Attributable to Controlling Shareholders RatioThe Long-term debt to Net income attributable to controlling shareholders ratio is calculated as Long-term debt, including Long-term debt maturing within one year, divided by Net income attributable to controlling shareholders.(in millions of Canadian dollars, except for ratios)20262025Long-term debt including long-term debt maturing within one year as at March 31$ 24,320$ 22,652Net income attributable to controlling shareholders for the twelve months ended
March 314,0773,853Long-term debt to Net income attributable to controlling shareholders ratio6.05.9Reconciliation of Long-term Debt to Adjusted Net DebtAdjusted net debt is defined as Long-term debt and Long-term debt maturing within one year, as reported on the Company's Interim Consolidated Balance Sheets adjusted for pension plans' deficit, operating lease liabilities, Cash and cash equivalents, and the fair value adjustment to KCS debt on the Control Date which is recognized under Long-term debt on the Company's Interim Consolidated Balance Sheets. Adjusted net debt is used as a measure of debt and long-term obligations as part of the calculation of Adjusted net debt to Adjusted EBITDA.(in millions of Canadian dollars)20262025Long-term debt including long-term debt maturing within one year as at March31$ 24,320$ 22,652Add:
Pension plans deficit(1)155161Operating lease liabilities389392Fair value adjustment to KCS debt upon Control(2)460495Less:
Cash and cash equivalents409695Adjusted net debt$ 24,915$ 23,005(1)Pension plans deficit is the total funded status of the Pension plans in deficit only.(2) The fair value adjustment to KCS debt upon control represents the fair value adjustment based on the purchase price allocation at fair value, net of amortization of fair value adjustments from April 14, 2023 and the foreign currency translation impact on the fair value adjustment.Reconciliation of Net Income Attributable to Controlling Shareholders to Adjusted EBITDAAdjusted EBITDA is calculated as Net income attributable to controlling shareholders before Net interest expense, Income tax expense, Depreciation and amortization, and Operating lease expense recognized on the Company's Interim Consolidated Statement of Income, excluding significant items reported in "Net income" less "Other components of net periodic benefit recovery" recognized on the Company's Interim Consolidated Statement of Income. Adjusted EBITDA is used as a performance measure derived from operating results, excluding significant items, as part of the calculation of Adjusted net debt to adjusted EBITDA. Detailed quarterly information on significant items that occurred within the 12 months ended March 31, 2026 and 2025 can be found under the earlier section Core Adjusted Income and Core Adjusted Diluted EPS.
For the twelve months ended March 31(in millions of Canadian dollars)20262025Net income attributable to controlling shareholders as reported$ 4,077$ 3,853Add:
Net interest expense888811Income tax expense1,3281,092Depreciation and amortization2,0271,937Operating lease expense115114Less:
Significant items (pre-tax):
Adjustments to provisions and settlements of Mexican taxes—14Acquisition-related costs(61)(106)Advisory costs related to rail consolidation matters(13)—Gain on sale of equity investment333—Other components of net periodic benefit recovery 418371Adjusted EBITDA$ 7,758$ 7,528Calculation of Adjusted Net Debt to Adjusted EBITDA Ratio(in millions of Canadian dollars, except for ratios)20262025Adjusted net debt as at March 31$ 24,915$ 23,005Adjusted EBITDA for the twelve months ended March 317,7587,528Adjusted net debt to adjusted EBITDA ratio3.23.1
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Original: CPKC reports first quarter results, demonstrating resilient performance
CA Market News
5月前
CPKC showcases strength of Precision Scheduled Railroading; delivers record marginsJanuary 28, 2026 4:05 PM
PR Newswire (US)
CALGARY, AB, Jan. 28, 2026 /PRNewswire/ - Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) today announced its fourth-quarter results, including revenues of $3.9 billion, diluted earnings per share (EPS) of $1.20 and core adjusted diluted EPS1 of $1.33.Fourth-quarter 2025 resultsRevenues increased one percent to $3.9 billionReported operating ratio (OR) decreased 80 basis points (bps) to 58.9 percent, a CPKC recordRecord CPKC core adjusted OR1 of 55.9 percent, a 120 bps improvementReported diluted EPS decreased to $1.20 from $1.28 in Q4 2024Core adjusted diluted EPS1 increased three percent to $1.33 from $1.29 in Q4 2024Record CPKC Q4 operating metrics in train weights, network speed, locomotive productivity and car miles per car day"Our fourth quarter and full year results demonstrate exceptional execution in a challenging market by controlling what we could control," said Keith Creel, CPKC President and Chief Executive Officer. "Despite macroeconomic and trade policy headwinds in 2025, our Precision Scheduled Railroading model again enabled us to control costs and deliver a record core adjusted operating ratio while capitalizing on our unique growth opportunities." Full-year 2025 results Revenues increased four percent to $15.1 billion from $14.5 billion in 2024Reported OR decreased 160 bps to 62.8 percentCore adjusted OR1 improved to a CPKC record-low 59.9 percent, a 140 bps improvement year over yearReported diluted EPS increased to $4.51 from $3.98 in 2024Core adjusted diluted EPS1 increased eight percent to $4.61 from $4.25 in 2024Federal Railroad Administration (FRA)-reportable personal injury frequency decreased to 0.92 from 0.95 in 2024FRA-reportable train accident frequency decreased to 0.85 from 1.01 in 2024In 2025, for the third consecutive year, CPKC led the industry with the lowest FRA-reportable train accident frequency among Class 1 railroads, building on Canadian Pacific's legacy of 17 consecutive years of industry leadership."Safety is at the core of everything that we do, and our performance reflects the dedication of our railroaders and their unwavering focus on operational excellence," Creel added. "Looking ahead to 2026, record grain harvests and a pipeline of unique growth opportunities position this company to continue producing differentiated results." Full-year 2026 Guidance Low double-digit core adjusted diluted EPS1 growth versus 2025 core adjusted diluted EPS1 of $4.61Mid-single digit volume growth, as measured in Revenue Ton MilesCapital expenditures of $2.65 billion, a reduction of approximately 15% from 2025CPKC's guidance is based on the following key assumptions:Core adjusted effective tax rate1 of 24.75 percentOther components of net periodic benefit recovery will be $441 million in 20261 These measures have no standardized meanings prescribed by accounting principles generally accepted in the United States of America ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. For information regarding non-GAAP measures including reconciliations and forward-looking non-GAAP measures, see attached supplementary schedule of Non-GAAP Measures.Conference Call Details
CPKC will discuss its results with the financial community in a conference call beginning at 4:30 p.m. ET (2:30 p.m. MT) on January 28, 2026.Conference Call Access
Canada and U.S.: 800-245-3047
International: 203-518-9765
*Conference ID: CPKCQ425Callers should dial in 10 minutes prior to the call.Webcast
We encourage you to access the webcast and presentation material in the Investors section of CPKC's website at investor.cpkcr.com.A replay of the fourth-quarter conference call will be available through Feb. 4, 2026, at 800-839-5125 (Canada/U.S.) or 402-220-1502 (International).?Forward-looking statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws in both the U.S. and Canada (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking statements may contain statements with the words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "will", "outlook", "guidance", "should" or similar words suggesting future outcomes. All statements other than statements of historical fact may be forward-looking statements. This news release contains forward-looking statements concerning, but not limited to, our ability to deliver on our financial guidance for 2026, our ability to deliver on our long-term value proposition, strategic initiatives and investments, the success of our business and our customers, the realization of anticipated benefits and synergies of the CP-KCS combination, and the opportunities arising therefrom, our operations, priorities and plans, anticipated financial and operational performance, business prospects and demand for our services and growth opportunities.The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to CPKC's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies; North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; core adjusted effective tax rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions; applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, CPKC's forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; 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 and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped by CPKC; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption of 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, including the imposition of any tariffs, or other changes to international trade arrangements; the effects of current and future multinational trade agreements on or other developments affecting 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, 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 México, S.A. de C.V.'s concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, volcanism 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; the outbreak of a pandemic or contagious disease and the 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; disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board in its March 15, 2023 decision; the successful integration of KCS into the Company; the focus of management time and attention on the CP-KCS integration and other disruptions arising from the CP-KCS integration; 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; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of CPKC to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors that could cause actual results to differ materially from those described in the forward-looking statements contained in this news release are detailed from time to time in reports filed by CPKC with securities regulators in Canada and the United States, which can be accessed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). Reference should be made to "Part I – Item 1A – Risk Factors" and "Part II –Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements" in CPKC's annual report on Form 10-K and "Part II – Item 1A – Risk Factors" and "Part I – Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements" in the Company's interim reports on Form 10-Q.The forward-looking statements contained in this news release are made as of the date hereof. Except as required by law, CPKC undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise.About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IRFINANCIAL INFORMATIONCONSOLIDATED STATEMENTS OF INCOME
(unaudited)
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars, except share and per share data)2025202420252024Revenues
Freight$ 3,831$ 3,801$ 14,776$ 14,223Non-freight9273302323Total revenues3,9233,87415,07814,546Operating expenses
Compensation and benefits 6216192,5812,565Fuel4304591,7311,802Materials 112116474406Equipment rents9794408347Depreciation and amortization 5194882,0191,900Purchased services and other 5315382,2562,347Total operating expenses2,3102,3149,4699,367
Operating income1,6131,5605,6095,179 Other income—(1)(1)(42) Other components of net periodic benefit recovery(94)(87)(415)(352) Net interest expense230203876801 Gain on sale of equity investment ——(333)—Income before income tax expense1,4771,4455,4824,772Current income tax expense 2532581,1741,031Deferred income tax expense (recovery)147(12)17128Income tax expense 4002461,3451,059Net income$ 1,077$ 1,199$ 4,137$ 3,713Net loss attributable to non-controlling interest—(2)(4)(5)Net income attributable to controlling shareholders$ 1,077$ 1,201$ 4,141$ 3,718
Earnings per share
Basic earnings per share$ 1.20$ 1.29$ 4.52$ 3.98Diluted earnings per share$ 1.20$ 1.28$ 4.51$ 3.98
Weighted-average number of shares (millions)
Basic897.8933.4916.2933.0Diluted898.4934.8917.1934.6
Dividends declared per share $ 0.228$ 0.190$ 0.874$ 0.760 See Notes to Consolidated Financial Information.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars)2025202420252024Net income$ 1,077$ 1,199$ 4,137$ 3,713Net (loss) gain in foreign currency translation adjustments, net of hedging activities(497)2,045(1,601)2,622Change in derivatives designated as cash flow hedges(2)1(1)6Change in pension and post-retirement defined benefit plans177944185979Other comprehensive income (loss) from equity investees1(1)7(8)Other comprehensive (loss) income before income taxes(321)2,989(1,410)3,599Income tax expense(57)(218)(80)(219)Other comprehensive (loss) income(378)2,771(1,490)3,380Comprehensive income$ 699$ 3,970$ 2,647$ 7,093Comprehensive (loss) income attributable to non-controlling interest(14)61(52)77Comprehensive income attributable to controlling shareholders$ 713$ 3,909$ 2,699$ 7,016See Notes to Consolidated Financial Information.CONSOLIDATED BALANCE SHEETS AS AT
(unaudited)
December 31December 31(in millions of Canadian dollars)20252024Assets
Current assets
Cash and cash equivalents $ 184$ 739Accounts receivable, net2,0291,968Materials and supplies502457Other current assets224220
2,9393,384Investments473586Properties55,32356,024Goodwill18,43619,350Intangible assets2,9113,146Pension asset5,1294,586Other assets734668Total assets$ 85,945$ 87,744Liabilities and equity
Current liabilities
Accounts payable and accrued liabilities$ 2,751$ 2,842Long-term debt maturing within one year3,2402,819
5,9915,661Pension and other benefit liabilities 537548Other long-term liabilities815867Long-term debt19,94819,804Deferred income taxes11,82911,974Total liabilities39,12038,854Shareholders' equity
Share capital 24,75125,689Additional paid-in capital10594Accumulated other comprehensive income1,2382,680Retained earnings19,78319,429
45,87747,892Non-controlling interest 948998Total equity46,82548,890Total liabilities and equity$ 85,945$ 87,744See Notes to Consolidated Financial Information.CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars)2025202420252024Operating activities
Net income$ 1,077$ 1,199$ 4,137$ 3,713Reconciliation of net income to cash provided by operating activities:
Depreciation and amortization5194882,0191,900Deferred income tax expense (recovery)147(12)17128Pension recovery and funding (84)(75)(367)(305)Gain on sale of equity investment——(333)—Settlement of Mexican taxes —(10)(12)(12)Settlement of foreign currency forward contracts———(65)Other operating activities, net(83)(5)(110)(14)Changes in non-cash working capital balances related to operations(52)119(196)24Net cash provided by operating activities1,5241,7045,3095,269Investing activities
Additions to properties(788)(742)(3,102)(2,825)Additions to Meridian Speedway properties(7)(9)(38)(38)Proceeds from sale of properties and other assets42455864Proceeds from sale of equity investment ——493—Other investing activities, net(9)(6)(76)3Net cash used in investing activities(762)(712)(2,665)(2,796)Financing activities
Dividends paid(204)(177)(796)(709)Issuance of Common Shares21147369Purchase of Common Shares (Note 2)(397)—(3,942)—Repayment of long-term debt, excluding commercial paper(6)(2,018)(951)(2,327)Issuance of long-term debt, excluding commercial paper——3,102—Net (repayment) issuance of commercial paper(392)1,144(346)439Net (repayment) issuance of short term borrowings (1)274(278)274Other financing activities, net—2(8)2Net cash used in financing activities(979)(761)(3,146)(2,252)Effect of foreign currency fluctuations on foreign-denominated cash and cash equivalents(10)45(53)54Cash position
Net (decrease) increase in cash and cash equivalents(227)276(555)275Cash and cash equivalents at beginning of period411463739464Cash and cash equivalents at end of period$ 184$ 739$ 184$ 739
Supplemental cash flow information
Income taxes paid $ 305$ 234$ 1,155$ 958Interest paid$ 257$ 251$ 863$ 814See Notes to Consolidated Financial Information.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
For the three months ended December 31(in millions of Canadian dollars
except per share data)
Common
Shares
(in
millions)
SharecapitalAdditionalpaid-incapitalAccumulatedothercomprehensive income (loss)RetainedearningsTotalshareholders'equityNon-
controlling
interestTotalequityBalance as at October 1, 2025
901.1
$ 24,815$ 106$ 1,602$ 19,175$ 45,698$ 961$ 46,659Net income
—
———1,0771,077—1,077Contribution from non-controlling
interest
—
—————11Other comprehensive loss
—
——(364)—(364)(14)(378)Dividends declared ($0.228 per
share)
—
———(204)(204)—(204)Effect of stock-based
compensation expense
—
—3——3—3Common Shares repurchased
(Note 2)
(3.9)
(89)——(265)(354)—(354)Shares issued under stock option
plan
0.4
25(4)——21—21Balance as at December 31, 2025
897.6
$ 24,751$ 105$ 1,238$ 19,783$ 45,877$ 948$ 46,825Balance as at October 1, 2024
933.3
$ 25,672$ 94$ (28)$ 18,405$ 44,143$ 937$ 45,080Net income (loss)
—
———1,2011,201(2)1,199Other comprehensive income
—
——2,708—2,708632,771Dividends declared ($0.190 per share)
—
———(177)(177)—(177)Effect of stock-based compensation expense
—
—4——4—4Shares issued under stock option plan
0.2
17(4)——13—13Balance as at December 31, 2024
933.5
$ 25,689$ 94$ 2,680$ 19,429$ 47,892$ 998$ 48,890
For the year ended December 31(in millions of Canadian dollars
except per share data)
Common
Shares
(in
millions)
SharecapitalAdditionalpaid-incapitalAccumulatedothercomprehensiveIncome (loss)RetainedearningsTotalshareholders'equityNon-
controlling
interestTotalequityBalance as at January 1, 2025
933.5
$ 25,689$ 94$ 2,680$ 19,429$ 47,892$ 998$ 48,890Net income (loss)
—
———4,1414,141(4)4,137Contribution from non-controlling interest
—
—————22Other comprehensive loss
—
——(1,442)—(1,442)(48)(1,490)Dividends declared ($0.874 per share)
—
———(796)(796)—(796)Effect of stock-based compensation expense
—
—28——28—28Common Shares repurchased (Note 2)
(37.3)
(1,028)——(2,991)(4,019)—(4,019)Shares issued under stock option plan
1.4
90(17)——73—73Balance as at December 31, 2025
897.6
$ 24,751$ 105$ 1,238$ 19,783$ 45,877$ 948$ 46,825Balance as at January 1, 2024
932.1
$ 25,602$ 88$ (618)$ 16,420$ 41,492$ 919$ 42,411Net income (loss)
—
———3,7183,718(5)3,713Contribution from non-controlling interest
—
—————22Other comprehensive income
—
——3,298—3,298823,380Dividends declared ($0.760 per share)
—
———(709)(709)—(709)Effect of stock-based compensation expense
—
—24——24—24Shares issued under stock option plan
1.4
87(18)——69—69Balance as at December 31, 2024
933.5
$ 25,689$ 94$ 2,680$ 19,429$ 47,892$ 998$ 48,890See Notes to Consolidated Financial Information.NOTES TO CONSOLIDATED FINANCIAL INFORMATION
December 31, 2025
(unaudited)1 Description of business and basis of presentationCanadian Pacific Kansas City Limited ("CPKC" or the "Company") owns and operates a transcontinental freight railway spanning Canada, the United States ("U.S."), and Mexico. CPKC provides rail and intermodal transportation services over a network of approximately 20,000 miles, serving principal business centres across Canada, the U.S., and Mexico. The Company transports bulk commodities, merchandise, and intermodal freight. CPKC's Common Shares ("Common Shares") trade on the Toronto Stock Exchange and New York Stock Exchange under the symbol "CP".This unaudited consolidated financial information, expressed in Canadian dollars, reflects management's estimates and assumptions that are necessary for its fair presentation in conformity with accounting principles generally accepted in the U.S. ("GAAP"). It does not include all disclosures required under GAAP for annual or interim financial statements. In management's opinion, all adjustments (consisting of normal and recurring adjustments) considered necessary for fair presentation have been included.The accounting policies used in preparing this unaudited consolidated financial information are consistent with the accounting policies used in preparing the Company's audited consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data of the Company's 2024 Annual Report on Form 10-K, and should be read in conjunction with such financial statements and related notes.2 Share repurchases On February 27, 2025, the Company announced a normal course issuer bid ("NCIB"), commencing March 3, 2025, to purchase up to 37.3 million Common Shares in the open market for cancellation on or before March 2, 2026. By October 29, 2025, the Company had purchased and cancelled all 37.3 million Common Shares authorized to be purchased under the NCIB. All purchases were made in accordance with the respective NCIB at prevailing market prices plus brokerage fees, with consideration allocated to "Share capital" up to the average carrying amount of the shares and any excess allocated to "Retained earnings".In accordance with Canadian tax legislation, the Company has accrued for a 2% tax on the fair market value of shares repurchased (net of qualifying issuances of equity) as a direct cost of Common Share repurchases recognized in Shareholders' equity. During the three and twelve months ended December 31, 2025, the Company has accrued a liability of $7 million and $77 million, respectively, for the tax due on the net share repurchases made, payable within the first quarter of the following year.The following table provides activities under the share repurchase program:
For the three months
ended December 31For the year ended
December 31
20252025Number of Common Shares repurchased(1)3,259,13137,348,539Weighted-average price per share(2)$108.53$107.61Amount of repurchase (in millions of Canadian dollars)(2)$354$4,019(1) Excludes shares repurchased in the third quarter but cancelled during the three months ended December 31, 2025.(2) Includes brokerage fees and applicable tax on share repurchases.Summary of Rail Data
Fourth Quarter
YearFinancial (in millions, except per share data)20252024Total Change% Change
20252024Total Change% Change
Revenues
Freight$ 3,831$ 3,801$ 301
$ 14,776$ 14,223$ 5534Non-freight92731926
302323(21)(7)Total revenues3,9233,874491
15,07814,5465324
Operating expenses
Compensation and benefits6216192—
2,5812,565161Fuel430459(29)(6)
1,7311,802(71)(4)Materials112116(4)(3)
4744066817Equipment rents979433
4083476118Depreciation and amortization519488316
2,0191,9001196Purchased services and other531538(7)(1)
2,2562,347(91)(4)Total operating expenses2,3102,314(4)—
9,4699,3671021
Operating income1,6131,560533
5,6095,1794308
Other income—(1)1(100)
(1)(42)41(98)Other components of net periodic benefit recovery(94)(87)(7)8
(415)(352)(63)18Net interest expense2302032713
876801759Gain on sale of equity investment ————
(333)—(333)100
Income before income tax expense1,4771,445322
5,4824,77271015
Current income tax expense253258(5)(2)
1,1741,03114314Deferred income tax (recovery) expense147(12)159(1,325)
17128143511Income tax expense 40024615463
1,3451,05928627
Net income$ 1,077$ 1,199$ (122)(10)
$ 4,137$ 3,713$ 42411
Net loss attributable to non-controlling interest—(2)2(100)
(4)(5)1(20)
Net income attributable to controlling shareholders$ 1,077$ 1,201$ (124)(10)
$ 4,141$ 3,718$ 42311Operating ratio (%)58.959.7(0.8)(80) bps
62.864.4(1.6)(160) bps
Basic earnings per share$ 1.20$ 1.29$ (0.09)(7)
$ 4.52$ 3.98$ 0.5414
Diluted earnings per share$ 1.20$ 1.28$ (0.08)(6)
$ 4.51$ 3.98$ 0.5313
Shares Outstanding
Weighted average number of basic shares outstanding (millions)897.8933.4(35.6)(4)
916.2933.0(16.8)(2)Weighted average number of diluted shares outstanding (millions)898.4934.8(36.4)(4)
917.1934.6(17.5)(2)
Foreign Exchange
Average foreign exchange rate (U.S.$/Canadian$)0.720.710.011
0.710.73(0.02)(3)Average foreign exchange rate (Canadian$/U.S.$)1.391.40(0.01)(1)
1.401.370.032Average foreign exchange rate (Mexican peso/Canadian$)13.1314.37(1.24)(9)
13.7313.320.413Average foreign exchange rate (Canadian$/Mexican peso)0.07620.06960.00669
0.07280.0751(0.0023)(3)Summary of Rail Data (Continued)
Fourth Quarter
YearCommodity Data20252024Total Change% ChangeFX Adjusted % Change(1)
20252024Total Change% ChangeFX Adjusted % Change(1)
Freight Revenues (millions)
- Grain$ 984$ 949$ 3544
$ 3,217$ 3,012$ 20575- Coal257250732
1,0259438298- Potash150153(3)(2)(2)
6406142643- Fertilizers and sulphur109108111
4234061742- Forest products187213(26)(12)(13)
792816(24)(3)(5)- Energy, chemicals and plastics727742(15)(2)(3)
2,8982,851472—- Metals, minerals and consumer products4424301231
1,7921,777151—- Automotive322324(2)(1)(3)
1,3101,2803022- Intermodal6536322133
2,6792,52415565
Total Freight Revenues$ 3,831$ 3,801$ 301—
$ 14,776$ 14,223$ 55343
Freight Revenue per Revenue Ton-Mile ("RTM") (cents)
- Grain5.635.550.0811
5.245.180.061—- Coal4.394.240.1543
4.314.120.1954- Potash3.403.53(0.13)(4)(4)
3.323.43(0.11)(3)(4)- Fertilizers and sulphur7.817.620.1922
7.967.720.2431- Forest products9.039.010.02——
8.968.99(0.03)—(2)- Energy, chemicals and plastics7.737.480.2533
7.707.340.3653- Metals, minerals and consumer products9.469.270.1921
9.339.270.061—- Automotive24.2124.55(0.34)(1)(4)
23.8525.53(1.68)(7)(7)- Intermodal6.997.03(0.04)(1)—
6.967.17(0.21)(3)(4)
Total Freight Revenue per RTM6.856.790.061—
6.736.73——(1)
Freight Revenue per Carload
- Grain$ 6,067$ 5,880$ 18733
$ 5,636$ 5,480$ 15631- Coal2,0142,165(151)(7)(7)
2,0872,076111—- Potash3,5383,617(79)(2)(2)
3,6183,627(9)—(1)- Fertilizers and sulphur6,2646,13612822
6,2766,04223442- Forest products6,1316,0686311
6,0925,84924342- Energy, chemicals and plastics5,2264,97025655
5,1454,90024553- Metals, minerals and consumer products3,6863,42925776
3,6203,43318755- Automotive5,6995,201498107
5,4835,16531866- Intermodal1,5031,538(35)(2)(2)
1,5051,536(31)(2)(3)
Total Freight Revenue per Carload$ 3,390$ 3,394$ (4)—(1)
$ 3,273$ 3,255$ 181(1)(1) This earnings measure has no standardized meaning prescribed by GAAP and, therefore, is unlikely to be comparable to similar measures presented by other companies. This measure is defined and reconciled in Non-GAAP Measures of this Earnings Release.Summary of Rail Data (Continued)
Fourth Quarter
YearCommodity Data20252024Total
Change%
Change
20252024Total
Change%
Change
Millions of RTM
- Grain17,48417,0983862
61,34658,1013,2456- Coal5,8515,890(39)(1)
23,78822,8879014- Potash4,4104,334762
19,29117,8931,3988- Fertilizers and sulphur1,3961,418(22)(2)
5,3165,256601- Forest products2,0702,363(293)(12)
8,8439,075(232)(3)- Energy, chemicals and plastics9,4109,926(516)(5)
37,65938,837(1,178)(3)- Metals, minerals and consumer products4,6744,637371
19,21119,17734—- Automotive1,3301,320101
5,4935,01447910- Intermodal9,3428,9843584
38,47335,2183,2559
Total RTMs55,96755,970(3)—
219,420211,4587,9624
Carloads (thousands)
- Grain162.2161.40.8—
570.8549.621.24- Coal127.6115.512.110
491.1454.336.88- Potash42.442.30.1—
176.9169.37.64- Fertilizers and sulphur17.417.6(0.2)(1)
67.467.20.2—- Forest products30.535.1(4.6)(13)
130.0139.5(9.5)(7)- Energy, chemicals and plastics139.1149.3(10.2)(7)
563.3581.8(18.5)(3)- Metals, minerals and consumer products119.9125.4(5.5)(4)
495.0517.6(22.6)(4)- Automotive56.562.3(5.8)(9)
238.9247.8(8.9)(4)- Intermodal434.6411.023.66
1,780.61,642.9137.78
Total Carloads1,130.21,119.910.31
4,514.04,370.0144.03
Fourth Quarter
Year
20252024Total
Change%
ChangeFX
Adjusted
%
Change(1)
20252024Total
Change%
ChangeFX
Adjusted
%
Change(1)
Operating Expenses (millions)
Compensation and benefits$ 621$ 619$ 2——
$ 2,581$ 2,565$ 161—Fuel430459(29)(6)(8)
1,7311,802(71)(4)(5)Materials112116(4)(3)(4)
474406681717Equipment rents9794334
408347611815Depreciation and amortization5194883167
2,0191,90011965Purchased services and other531538(7)(1)(2)
2,2562,347(91)(4)(5)
Total Operating Expenses$ 2,310$ 2,314$ (4)—(1)
$ 9,469$ 9,367$ 1021—(1) This earnings measure has no standardized meaning prescribed by GAAP and, therefore, is unlikely to be comparable to similar measures presented by other companies. This measure is defined and reconciled in Non-GAAP Measures of this Earnings Release.Summary of Rail Data (Continued)
Fourth Quarter
Year
20252024Total Change% Change
20252024Total Change% Change
Operations Performance
Gross ton-miles ("GTMs") (millions)103,196101,6921,5041
403,891388,95814,9334Train miles (thousands)11,81712,115(298)(2)
47,17046,8922781Average train weight - excluding local traffic (tons)9,3959,0833123
9,2288,9882403Average train length - excluding local traffic (feet)7,8967,6062904
7,8277,6232043Average terminal dwell (hours)9.010.2(1.2)(12)
9.89.9(0.1)(1)Average train speed (miles per hour, or "mph")(1)19.518.70.84
19.219.00.21Locomotive productivity (GTMs / operating horsepower)(2)16816532
16616511Fuel efficiency(3)1.0161.025(0.009)(1)
1.0341.0330.001—U.S. gallons of locomotive fuel consumed (millions)(4)104.8104.20.61
417.5401.915.64Average fuel price (U.S. dollars per U.S. gallon)2.943.15(0.21)(7)
2.973.28(0.31)(9)
Total Employees and Workforce
Total employees (average)(5)19,91519,973(58)—
19,96720,144(177)(1)Total employees (end of period)(5)19,47919,797(318)(2)
19,47919,797(318)(2)Workforce (end of period)(6)19,50219,924(422)(2)
19,50219,924(422)(2)
Safety Indicators(7)
FRA personal injuries per 200,000 employee-hours1.050.860.1922
0.920.95(0.03)(3)FRA train accidents per million train-miles0.911.03(0.12)(12)
0.851.01(0.16)(16)(1)Average train speed is defined as a measure of the line-haul movement from origin to destination including terminal dwell hours. It is calculated by dividing the total train miles travelled by the total train hours operated. This calculation does not include delay time related to customers or foreign railroads and excludes the time and distance travelled by: i) trains used in or around CPKC's yards; ii) passenger trains; and iii) trains used for repairing track. An increase in average train speed indicates improved on-time performance resulting in improved asset utilization.(2)Locomotive productivity is defined as the daily average GTMs divided by daily average operating horsepower. Operating horsepower excludes units offline, tied up or in storage, or in use on other railways, and includes foreign units. (3)Fuel efficiency is defined as U.S. gallons of locomotive fuel consumed per 1,000 GTMs.(4)Fuel consumed includes gallons from freight, yard and commuter service but excludes fuel used in capital projects and other non-freight activities.(5)An employee is defined as an individual currently engaged in full-time, part-time, or seasonal employment with CPKC. CPKC monitors employment levels in order to efficiently meet service and strategic requirements. The number of employees is a key driver to total compensation and benefits costs.(6)Workforce is defined as employees plus contractors and consultants.(7)Federal Railroad Administration ("FRA") personal injuries per 200,000 employee-hours for the three months ended December 31, 2024 has been restated to reflect new information available within specified periods stipulated by the FRA but that exceed the Company's financial reporting timeline.Non-GAAP MeasuresThe Company presents Non-GAAP measures to provide a basis for evaluating underlying earnings and liquidity trends in the Company's current period's financial results that can be compared with the results of operations in prior periods. Management believes these Non-GAAP measures facilitate a multi-period assessment of long-term profitability. These Non-GAAP measures have no standardized meanings and are not defined by accounting principles generally accepted in the United States of America ("GAAP") and, therefore, may not be comparable to similar measures presented by other companies. The presentation of these Non-GAAP measures is not intended to be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Non-GAAP Performance and Liquidity MeasuresBeginning in the first quarter 2025, Core adjusted operating income, Core adjusted operating ratio, Core adjusted income, Core adjusted diluted earnings per share ("EPS"), Adjusted free cash, and Adjusted net debt to adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio have been used in continuity of the Non-GAAP measures previously known as Core adjusted combined operating income, Core adjusted combined operating ratio, Core adjusted combined income, Core adjusted combined diluted EPS, Adjusted combined free cash, and Adjusted combined net debt to adjusted combined EBITDA ratio, respectively. No adjustments are required to the previously presented Non-GAAP measures as reported in 2024 to present them on a comparable basis, as Kansas City Southern ("KCS") was consolidated within the Company's results throughout the whole year and therefore, no combination adjustments exist.The Company uses Core adjusted operating income, Core adjusted operating ratio, Core adjusted income, and Core adjusted diluted EPS to evaluate CPKC's operating performance and for planning and forecasting future business operations and future profitability. In addition to the Non-GAAP performance measures noted above, other Non-GAAP performance and liquidity measures include Core adjusted return on invested capital ("Core adjusted ROIC"), Core adjusted dividend payout ratio, Adjusted free cash and Adjusted net debt to adjusted EBITDA ratio. These performance measures were previously presented as Core adjusted combined return on invested capital and Core adjusted combined dividend payout ratio.Management believes these Non-GAAP measures provide meaningful supplemental information about our financial results and improved comparability to past performance because they exclude certain significant items that are not considered indicative of future or past financial trends either by nature or amount. As a result, these items are excluded for management's assessment of operational performance, allocation of resources, and preparation of annual budgets. These significant items may include, but are not limited to, restructuring and asset impairment charges, individually significant gains and losses from sales of assets, acquisition-related costs, adjustments to provisions and settlements of Mexican taxes, a gain on sale of an equity investment, discrete tax items, changes in income tax rates, changes to uncertain tax items, and certain items outside the control of management. Acquisition-related costs include legal, consulting, integration costs including third-party services and system migration, restructuring and special termination benefit costs, employee retention and synergy incentive costs. These items may not be non-recurring and may include items that are settled in cash. Specifically, due to the magnitude of the KCS acquisition, its significant impact to the Company's business and complexity of integrating the acquired business and operations, the Company continues to expect to incur acquisition-related costs beyond the year of acquisition. Management believes excluding these significant items from GAAP results provides an additional viewpoint which may give users a consistent understanding of the Company's financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these Non-GAAP financial measures may provide additional insight to investors and other external users of the Company's Financial Information.In addition, these Non-GAAP measures exclude KCS purchase accounting. KCS purchase accounting represents the amortization of basis differences being the incremental depreciation and amortization in relation to fair value adjustments to properties and intangible assets, incremental amortization in relation to fair value adjustments to KCS's investments, amortization of the change in fair value of debt of KCS assumed on April 14, 2023 (the "Control Date"), and depreciation and amortization of fair value adjustments that are attributable to the non-controlling interest, as recognized within "Depreciation and amortization", "Other income", "Net interest expense", and "Net loss attributable to non-controlling interest", respectively, in the Company's Consolidated Statements of Income. All assets subject to KCS purchase accounting contribute to income generation and will continue to amortize over their estimated useful lives. Excluding KCS purchase accounting from GAAP results provides financial statement users with additional transparency by isolating the impact of KCS purchase accounting.2026 Outlook With a 2026 plan that encompasses profitable, sustainable growth, CPKC expects mid single-digit RTM growth and low double-digit Core adjusted diluted EPS growth. CPKC's expectation for Core adjusted diluted EPS growth in 2026 is based on Core adjusted diluted EPS of $4.61 in 2025. For the purposes of this outlook, CPKC assumes a Core adjusted effective tax rate of 24.75%. CPKC estimates other components of net periodic benefit recovery to be $441 million in 2026. As CPKC continues to invest in service, productivity and safety, the Company plans to invest approximately $2.65 billion in capital programs in 2026, a reduction of approximately 15% from 2025.The Core adjusted effective tax rate is a Non-GAAP measure, calculated as the effective tax rate adjusted for significant items as they are not considered indicative of future financial trends either by nature or amount nor provide comparability to past performance. In conjunction with other Non-GAAP measures, the Company uses the Core adjusted effective tax rate to evaluate CPKC's operating performance and for planning and forecasting future profitability. Core adjusted effective tax rate also excludes KCS purchase accounting to provide financial statement users with additional transparency by isolating the impact of KCS purchase accounting. This Non-GAAP measure does not have a standardized meaning and is not defined by GAAP and, therefore, may not be comparable to similar measures presented by other companies.Although CPKC has provided forward-looking Non-GAAP measures (Core adjusted diluted EPS and Core adjusted effective tax rate), management is unable to reconcile, without unreasonable efforts, the forward-looking Core adjusted diluted EPS and Core adjusted effective tax rate to the most comparable GAAP measures, due to unknown variables and uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value. In recent years, CPKC has recognized acquisition-related costs, KCS purchase accounting, adjustments to provisions and settlements of Mexican taxes, changes in income tax rates and a change to an uncertain tax item. These or other similar, large unforeseen transactions affect diluted EPS and effective tax rate but may be excluded from CPKC's Core adjusted diluted EPS and Core adjusted effective tax rate, respectively. Additionally, the U.S.-to-Canadian dollar exchange rate is unpredictable and can have a significant impact on CPKC's reported results but may be excluded from CPKC's Core adjusted diluted EPS and Core adjusted effective tax rate.Reconciliation of GAAP Performance Measures to Non-GAAP Performance MeasuresSignificant items that impact "Net income attributable to controlling shareholders" as reported on a GAAP basis for 2025 and 2024 include:2025:during the course of the year, a gain on sale of an equity investment of $333 million ($256 million after current income tax expense of $102 million net of deferred income tax recovery of $25 million) recognized in "Gain on sale of equity investment", that favourably impacted Diluted EPS by 27 cents as follows:in the fourth quarter, a current tax expense of $26 million recognized in "Current income tax expense" due to the finalization of the related tax provision, that unfavourably impacted diluted EPS by 3 cents;in the second quarter, a gain on sale of an equity investment of $333 million ($282 million after current income tax expense of $76 million net of deferred income tax recovery of $25 million) recognized in "Gain on sale of equity investment", that favourably impacted Diluted EPS by 30 cents; andduring the course of the year, acquisition-related costs of $72 million in connection with the KCS acquisition ($56 million after current income tax recovery of $16 million), including an expense of $11 million recognized in "Compensation and benefits" primarily related to synergy related incentive compensation and restructuring costs, $1 million recognized in "Materials", $51 million recognized in "Purchased services and other" primarily related to system migration, legal fees, and other third party purchased services, and $9 million recognized in "Other components of net period benefit recovery" related to special termination benefit costs, that unfavourably impacted Diluted EPS by 6 cents as follows:in the fourth quarter, acquisition-related costs of $20 million ($17 million after current income tax recovery of $3 million) including a recovery of $5 million recognized in "Compensation and benefits", $16 million recognized in "Purchased services and other", and $9 million recognized in "Other components of net period benefit recovery", that unfavourably impacted Diluted EPS by 2 cents;in the third quarter, acquisition-related costs of $13 million ($10 million after current income tax recovery of $3 million) including costs of $4 million recognized in "Compensation and benefits", and $9 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 1 cent;in the second quarter, acquisition-related costs of $19 million ($14 million after current income tax recovery of $5 million) including costs of $7 million recognized in "Compensation and benefits", and $12 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; andin the first quarter, acquisition-related costs of $20 million ($15 million after current income tax recovery of $5 million) including costs of $5 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $14 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.2024:during the course of the year, a deferred income tax recovery of $81 million on account of changes in tax rates, that favourably impacted Diluted EPS by 9 cents as follows:in the fourth quarter, a deferred income tax recovery of $78 million due to a decrease in the Louisiana state corporate income tax rate, that favourably impacted Diluted EPS by 9 cents; andin the second quarter, a deferred income tax recovery of $3 million due to a decrease in the Arkansas state corporate income tax rate, that had minimal impact on Diluted EPS;during the course of the year, adjustments to provisions and settlements of Mexican taxes of $4 million recovery ($2 million after deferred income tax expense of $2 million) recognized in "Compensation and benefits", that had minimal impact on Diluted EPS as follows:in the fourth quarter, adjustments to provisions and settlements of Mexican taxes of $7 million recovery ($6 million after deferred income tax expense of $1 million) recognized in "Compensation and benefits", that had minimal impact on Diluted EPS;in the third quarter, adjustments to provisions and settlements of Mexican taxes of $7 million recovery ($6 million after deferred income tax expense of $1 million) recognized in "Compensation and benefits", that favourably impacted Diluted EPS by 1 cent; andin the first quarter, adjustments to provisions and settlements of Mexican taxes of $10 million expense ($10 million after deferred income tax recovery) recognized in "Compensation and benefits", that unfavourably impacted Diluted EPS by 1 cent; andduring the course of the year, acquisition-related costs of $112 million in connection with the KCS acquisition ($82 million after current income tax recovery of $30 million), including an expense of $18 million recognized in "Compensation and benefits" primarily related to retention and synergy related incentive compensation costs, $6 million recognized in "Materials", and $88 million recognized in "Purchased services and other" primarily related to system migration, relocation expenses, legal and consulting fees, that unfavourably impacted Diluted EPS by 9 cents as follows:in the fourth quarter, acquisition-related costs of $22 million ($17 million after current income tax recovery of $5 million) including costs of $1 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $20 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents;in the third quarter, acquisition-related costs of $36 million ($26 million after current income tax recovery of $10 million) including costs of $11 million recognized in "Compensation and benefits", $1 million recognized in "Materials", and $24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 3 cents;in the second quarter, acquisition-related costs of $28 million ($19 million after current income tax recovery of $9 million) including costs of $2 million recognized in "Compensation and benefits", $2 million recognized in "Materials", and $24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; andin the first quarter, acquisition-related costs of $26 million ($20 million after current income tax recovery of $6 million) including costs of $4 million recognized in "Compensation and benefits", $2 million recognized in "Materials", and $20 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.KCS purchase accounting recognized in "Net income attributable to controlling shareholders" as reported on a GAAP basis for 2025 and 2024 was as follows:2025:during the course of the year, KCS purchase accounting of $391 million ($285 million after deferred income tax recovery of $106 million), including costs of $373 million recognized in "Depreciation and amortization", $3 million recognized in "Purchased services and other" related to the amortization of equity investments, $21 million recognized in "Net interest expense", $1 million recognized in "Other income", and a recovery of $7 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 31 cents as follows:in the fourth quarter, KCS purchase accounting of $109 million ($79 million after deferred income tax recovery of $30 million), including costs of $105 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $5 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the third quarter, KCS purchase accounting of $95 million ($69 million after deferred income tax recovery of $26 million), including costs of $90 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $6 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the second quarter, KCS purchase accounting of $95 million ($70 million after deferred income tax recovery of $25 million), including costs of $91 million recognized in "Depreciation and amortization", $5 million recognized in "Net interest expense", and a recovery of $1 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents; andin the first quarter, KCS purchase accounting of $92 million ($67 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $5 million recognized in "Net interest expense", $1 million recognized in "Other income", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.2024:during the course of the year, KCS purchase accounting of $352 million ($256 million after deferred income tax recovery of $96 million), including costs of $333 million recognized in "Depreciation and amortization", $3 million recognized in "Purchased services and other" related to the amortization of equity investments, $20 million recognized in "Net interest expense", $3 million recognized in "Other income", and a recovery of $7 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 27 cents as follows:in the fourth quarter, KCS purchase accounting of $93 million ($68 million after deferred income tax recovery of $25 million), including costs of $87 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $6 million recognized in "Net interest expense", $1 million recognized in "Other income", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 8 cents;in the third quarter, KCS purchase accounting of $89 million ($65 million after deferred income tax recovery of $24 million), including costs of $85 million recognized in "Depreciation and amortization", $4 million recognized in "Net interest expense", $1 million recognized in "Other income", and a recovery of $1 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents;in the second quarter, KCS purchase accounting of $86 million ($62 million after deferred income tax recovery of $24 million), including costs of $82 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other" related to the amortization of equity investments, $5 million recognized in "Net interest expense", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 6 cents; andin the first quarter, KCS purchase accounting of $84 million ($61 million after deferred income tax recovery of $23 million), including costs of $79 million recognized in "Depreciation and amortization", $1 million recognized in "Purchased services and other", $5 million recognized in "Net interest expense", $1 million recognized in "Other income", and a recovery of $2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.Reconciliation of GAAP Performance Measures to Non-GAAP Performance MeasuresThe following tables reconcile the most directly comparable measures presented in accordance with GAAP to the Non-GAAP measures:Core Adjusted Income and Core Adjusted Diluted EPSCore adjusted income is calculated as Net income attributable to controlling shareholders reported on a GAAP basis adjusted for significant items less KCS purchase accounting.
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars)2025202420252024Net income attributable to controlling shareholders as reported$ 1,077$ 1,201$ 4,141$ 3,718Less:
Significant items (pre-tax):
Gain on sale of equity investment——333—Adjustments to provisions and settlements of Mexican taxes—7—4Acquisition-related costs(20)(22)(72)(112)KCS purchase accounting(109)(93)(391)(352)Add:
Tax effect of adjustments(1)(7)(29)(45)(124)Income tax rate changes—(78)—(81)Core adjusted income$ 1,199$ 1,202$ 4,226$ 3,973(1) The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of 5.49% and 34.76% for the three months and year ended December 31, 2025, and 27.32% and 27.13% for the three months and year ended December 31, 2024, respectively. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.Core adjusted diluted EPS is calculated using Diluted EPS reported on a GAAP basis adjusted for significant items less KCS purchase accounting.
For the three months
ended December 31For the year ended
December 31
2025202420252024Diluted EPS as reported$ 1.20$ 1.28$ 4.51$ 3.98Less:
Significant items (pre-tax):
Gain on sale of equity investment——0.36—Acquisition-related costs(0.02)(0.02)(0.08)(0.12)KCS purchase accounting(0.12)(0.10)(0.43)(0.38)Add:
Tax effect of adjustments(1)(0.01)(0.02)(0.05)(0.14)Income tax rate changes—(0.09)—(0.09)Core adjusted diluted EPS$ 1.33$ 1.29$ 4.61$ 4.25(1) The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of 5.49% and 34.76% for the three months and year ended December 31, 2025, and 27.32% and 27.13% for the three months and year ended December 31, 2024, respectively. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.Core Adjusted Operating Income and Core Adjusted Operating RatioCore adjusted operating income and Core adjusted operating ratio are calculated from reported GAAP revenue and operating expenses adjusted for, where applicable, (1) significant items (acquisition-related costs and adjustments to provisions and settlement of Mexican taxes) that are reported within Operating income, and (2) KCS purchase accounting recognized in "Depreciation and amortization" and "Purchased services and other".
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars)2025202420252024Operating income as reported$ 1,613$ 1,560$ 5,609$ 5,179Less:
Adjustments to provisions and settlements of Mexican taxes—7—4Acquisition-related costs(11)(22)(63)(112)KCS purchase accounting in Operating expenses(106)(88)(376)(336)Core adjusted operating income$ 1,730$ 1,663$ 6,048$ 5,623
For the three months
ended December 31For the year ended
December 31
2025202420252024Operating ratio as reported58.9 %59.7 %62.8 %64.4 %Less:
Adjustments to provisions and settlements of Mexican taxes— %(0.2) %— %— %Acquisition-related costs0.3 %0.5 %0.4 %0.8 %KCS purchase accounting in Operating expenses2.7 %2.3 %2.5 %2.3 %Core adjusted operating ratio55.9 %57.1 %59.9 %61.3 %Core Adjusted ROICCore adjusted ROIC is calculated as Core adjusted return divided by Core adjusted average invested capital. Core adjusted ROIC excludes significant items reported in the Company's Consolidated Financial Information, as these significant items are not considered indicative of future financial trends either by nature or amount, the impact of KCS purchase accounting excluding amortization of the change in fair value of KCS's debt recognized in "Net interest expense", interest expense, net of tax, and the unamortized discount from the fair value adjustment of KCS debt in the ending debt balance for the periods presented to incorporate returns on the Company's overall capitalization. CPKC uses Core adjusted ROIC to measure how productively the Company uses its long-term capital investments, representing indicators of good operating and investment decisions made by management. Core adjusted ROIC is reconciled below from Return on average shareholders' equity, the most comparable measure calculated in accordance with GAAP.Calculation of Return on Average Shareholders' EquityReturn on average shareholders' equity is calculated as Net income attributable to controlling shareholders divided by average shareholders' equity, averaged between the beginning and ending balance over a trailing twelve-month period.
For the year ended December 31(in millions of Canadian dollars, except for percentages)20252024Net income attributable to controlling shareholders as reported$ 4,141$ 3,718Average shareholders' equity46,88544,692Return on average shareholders' equity8.8 %8.3 %Reconciliation of Net Income Attributable to Controlling Shareholders to Core Adjusted ReturnCore adjusted return is defined as Net income attributable to controlling shareholders adjusted for interest expense, tax effected at the Company's core adjusted annualized effective tax rate, and significant items and KCS purchase accounting excluding amortization of the change in fair value of KCS's debt recognized in "Net interest expense", tax effected at the applicable tax rate. Detailed quarterly information on significant items and KCS purchase accounting and their tax impacts comprised within the year ended December 31, 2025 and 2024 can be found in the "Reconciliation of GAAP Performance Measures to Non-GAAP Performance Measures" section.
For the year ended December 31(in millions of Canadian dollars)20252024Net income attributable to controlling shareholders as reported$ 4,141$ 3,718Add:
Net interest expense876801Less:
Significant items (pre-tax):
Adjustments to provisions and settlements of Mexican taxes—4Acquisition-related costs(72)(112)Gain on sale of equity investment333—KCS purchase accounting(370)(332)Tax effect of adjustments(1)43121Tax on interest(2)217194Income tax rate changes—81Core adjusted return$ 4,866$ 4,563(1) Tax was calculated as the effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate of 38.77% and 27.74% for the year ended December 31, 2025 and 2024 respectively. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.(2) CPKC tax was calculated at the core adjusted annualized effective tax rate of 24.76% and 24.14% for the year ended December 31, 2025 and 2024, respectively.Reconciliation of Average Shareholders' Equity to Core Adjusted Average Invested CapitalCore adjusted average invested capital is defined as the sum of total Shareholders' equity, Long-term debt and Long-term debt maturing within one year, as presented in the Company's Consolidated Financial Information, each averaged between the beginning and ending balance over a trailing twelve-month period, adjusted for the impact of the unamortized fair value adjustment made to debt upon the acquisition of KCS, the impact of significant items and KCS purchase accounting, and tax effected at the applicable tax rate on closing balances as part of this average.
For the year ended December 31(in millions of Canadian dollars)20252024Average shareholders' equity$ 46,885$ 44,692Add:
Average long-term debt including long-term debt maturing within one year22,90622,559Less:
Significant items (pre-tax):
Impact of unamortized fair value adjustment to KCS debt(1)(480)(493) Adjustments to provisions and settlements of Mexican taxes—2 Acquisition-related costs(36)(56) Gain on sale of equity investment167—KCS purchase accounting(185)(166)Tax effect of adjustments(2)2161Income tax rate changes—41Core adjusted average invested capital$ 70,304$ 67,862(1) Relates to the unamortized discount from fair value adjustment of KCS debt based on the purchase price allocation.(2) Tax was calculated as the effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate of 38.77% and 27.74% for the year ended December 31, 2025 and 2024, respectively. The applicable tax rates reflect the taxable jurisdictions and nature, being on account of capital or income, of the adjustments.Calculation of Core Adjusted ROICCore adjusted ROIC is defined as Core adjusted return divided by Core adjusted average invested capital.
For the year ended December 31(in millions of Canadian dollars, except for percentages)20252024Core adjusted return$ 4,866$ 4,563Core adjusted average invested capital70,30467,862Core adjusted ROIC6.9 %6.7 %Adjusted Free CashAdjusted free cash is calculated as Net cash provided by operating activities, less Net cash used in investing activities, adjusted for changes in Cash and cash equivalents balances resulting from FX fluctuations, the cash flow impacts of acquisition-related costs associated with the KCS acquisition, settlements of Mexican taxes, settlement of foreign currency forward contracts, net of tax, and net proceeds from the sale of an equity investment, net of tax. The acquisition-related costs associated with the KCS acquisition, settlements of Mexican taxes, and settlement of foreign currency forward contracts, net of tax, are not indicative of operating trends and have been excluded from Adjusted free cash. Net proceeds from the sale of an equity investment, net of tax, is not indicative of investment trends and has also been excluded from Adjusted free cash. Adjusted free cash is useful to investors and other external users of the Company's Consolidated Financial Information as it assists with the evaluation of the Company's ability to generate cash to satisfy debt obligations and other activities such as dividends, share repurchase programs, and other strategic opportunities, and is an important performance criterion in determining certain elements of the Company's long-term incentive plan. Adjusted free cash should be considered in addition to, rather than as a substitute for, Net cash provided by operating activities.Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash
For the three months
ended December 31For the year ended
December 31(in millions of Canadian dollars)2025202420252024Net cash provided by operating activities as reported$ 1,524$ 1,704$ 5,309$ 5,269Net cash used in investing activities(762)(712)(2,665)(2,796)Effect of foreign currency fluctuations on foreign currency-denominated cash and cash equivalents(10)45(53)54Less:
Settlements of Mexican taxes—(10)(12)(12)Settlement of foreign currency forward contracts, net of tax———(46)Acquisition-related costs(7)(37)(42)(103)Net proceeds from sale of equity investment, net of tax(38)—362—Adjusted free cash$ 797$ 1,084$ 2,283$ 2,688FX Adjusted % ChangeFX adjusted % change allows certain financial results to be viewed without the impact of fluctuations in FX rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Financial result variances at constant currency are obtained by translating the comparable period of the prior year's results denominated in U.S. dollars and Mexican pesos at the FX rates of the current period. FX adjusted % changes in revenues are also used in calculating FX adjusted % change in Freight revenue per carload and per RTM. FX adjusted % changes in revenues are as follows:
For the three months ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeFreight revenues by line of business
Grain$ 984$ 949$ —$ 9494Coal25725012512Potash150153—153(2)Fertilizers and sulphur109108—1081Forest products1872131214(13)Energy, chemicals and plastics7277424746(3)Metals, minerals and consumer products44243064361Automotive3223248332(3)Intermodal653632(1)6313Freight revenues3,8313,801193,820—Non-freight revenues927317424Total revenues$ 3,923$ 3,874$ 20$ 3,8941
For the year ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeFreight revenues by line of business
Grain$ 3,217$ 3,012$ 40$ 3,0525Coal1,02594369498Potash64061476213Fertilizers and sulphur42340674132Forest products79281614830(5)Energy, chemicals and plastics2,8982,851442,895—Metals, minerals and consumer products1,7921,777151,792—Automotive1,3101,28041,2842Intermodal2,6792,524172,5415Freight revenues14,77614,22315414,3773Non-freight revenues3023233326(7)Total revenues$ 15,078$ 14,546$ 157$ 14,7033FX adjusted % changes in Operating expenses are as follows:
For the three months ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeCompensation and benefits$ 621$ 619$ 5$ 624—Fuel4304596465(8)Materials1121161117(4)Equipment rents9794(1)934Depreciation and amortization519488(1)4877Purchased services and other5315385543(2)Total operating expenses $ 2,310$ 2,314$ 15$ 2,329(1)
For the year ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeCompensation and benefits$ 2,581$ 2,565$ 9$ 2,574—Fuel1,7311,802161,818(5)Materials474406—40617Equipment rents408347735415Depreciation and amortization2,0191,900221,9225Purchased services and other2,2562,347212,368(5)Total operating expenses $ 9,469$ 9,367$ 75$ 9,442—FX adjusted % change in Operating income is as follows:
For the three months ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeTotal revenues$ 3,923$ 3,874$ 20$ 3,8941Total operating expenses2,3102,314152,329(1)Operating income$ 1,613$ 1,560$ 5$ 1,5653
For the year ended December 31(in millions of Canadian dollars)Reported
2025Reported
2024Variancedue to FXFX Adjusted
2024FX Adjusted
% ChangeTotal revenues$ 15,078$ 14,546$ 157$ 14,7033Total operating expenses9,4699,367759,442—Operating income$ 5,609$ 5,179$ 82$ 5,2617Dividend Payout Ratio and Core Adjusted Dividend Payout Ratio Dividend payout ratio is calculated as dividends declared per share divided by diluted EPS.Core adjusted dividend payout ratio is calculated as dividends declared per share divided by Core adjusted diluted EPS, as defined above. This ratio is a measure of shareholder return and provides information on the Company's ability to declare dividends on an ongoing basis, excluding significant items and the impact of KCS purchase accounting.Calculation of Dividend Payout Ratio
For the year ended December 31(in Canadian dollars, except for percentages)20252024Dividends declared per share$ 0.874$ 0.760Diluted EPS 4.513.98Dividend payout ratio19.4 %19.1 %Calculation of Core Adjusted Dividend Payout Ratio
For the year ended December 31(in Canadian dollars, except for percentages)20252024Dividends declared per share$ 0.874$ 0.760Core adjusted diluted EPS 4.614.25Core adjusted dividend payout ratio19.0 %17.9 %Adjusted Net Debt to Adjusted EBITDA Ratio Adjusted net debt to adjusted EBITDA ratio is calculated as Adjusted net debt divided by Adjusted EBITDA. The Adjusted net debt to adjusted EBITDA ratio is a key credit measure used to assess the Company's financial capacity. The ratio provides information on the Company's ability to service its debt and other long-term obligations from operations, excluding significant items, and is an important performance criterion in determining certain elements of the Company's long-term incentive plan. The Adjusted net debt to adjusted EBITDA ratio which is reconciled below from the Long-term debt to Net income attributable to controlling shareholders ratio, the most comparable measure calculated in accordance with GAAP.Calculation of Long-term Debt to Net Income Attributable to Controlling Shareholders RatioThe Long-term debt to Net income attributable to controlling shareholders ratio is calculated as Long-term debt, including Long-term debt maturing within one year, divided by Net income attributable to controlling shareholders.(in millions of Canadian dollars, except for ratios)20252024Long-term debt including long-term debt maturing within one year as at December 31$ 23,188$ 22,623Net income attributable to controlling shareholders for the year ended December 314,1413,718Long-term debt to Net income attributable to controlling shareholders ratio5.66.1Reconciliation of Long-term Debt to Adjusted Net DebtAdjusted net debt is defined as Long-term debt and Long-term debt maturing within one year, as reported on the Company's Consolidated Balance Sheets adjusted for pension plans' deficit, operating lease liabilities, Cash and cash equivalents, and the fair value adjustment to KCS debt on the Control Date which is recognized under Long-term debt on the Company's Consolidated Balance Sheets. Adjusted net debt is used as a measure of debt and long-term obligations as part of the calculation of Adjusted net debt to adjusted EBITDA ratio.(in millions of Canadian dollars)20252024Long-term debt including long-term debt maturing within one year as at December 31$ 23,188$ 22,623Add:
Pension plans deficit(1)153161 Operating lease liabilities409366 Fair value adjustment to KCS debt upon Control(2)457503Less:
Cash and cash equivalents184739Adjusted net debt$ 24,023$ 22,914(1) Pension plans deficit is the total funded status of the Pension plans in deficit only.(2) The fair value adjustment to KCS debt upon control represents the fair value adjustment based on the purchase price allocation at fair value, net of amortization of fair value adjustments from April 14, 2023 and the foreign currency translation impact on the fair value adjustment.Reconciliation of Net Income Attributable to Controlling Shareholders to Adjusted EBITDAAdjusted EBITDA is calculated as Net income attributable to controlling shareholders before Net interest expense, Income tax expense, Depreciation and amortization, and Operating lease expense recognized on the Company's Consolidated Statements of Income, excluding significant items reported in "Net income", less "Other components of net periodic benefit recovery" recognized on the Company's Consolidated Statements of Income. Adjusted EBITDA is used as a performance measure derived from operating results, excluding significant items, as part of the calculation of Adjusted net debt to adjusted EBITDA ratio. Detailed quarterly information on significant items that occurred within the 12 months ended December 31, 2025 and 2024 can be found under the earlier section Core Adjusted Income and Core Adjusted Diluted EPS.
For the year ended December 31(in millions of Canadian dollars)20252024Net income attributable to controlling shareholders as reported$ 4,141$ 3,718Add:
Net interest expense876801Income tax expense1,3451,059Depreciation and amortization2,0191,900Operating lease expense115109Less:
Significant items (pre-tax):
Adjustments to provisions and settlements of Mexican taxes—4Acquisition-related costs(63)(112)Gain on sale of equity investment333—Other components of net periodic benefit recovery 415352Adjusted EBITDA$ 7,811$ 7,343Calculation of Adjusted Net Debt to Adjusted EBITDA Ratio(in millions of Canadian dollars, except for ratios)20252024Adjusted net debt as at December 31$ 24,023$ 22,914Adjusted EBITDA for the year ended December 317,8117,343Adjusted net debt to adjusted EBITDA ratio3.13.1
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Original: CPKC showcases strength of Precision Scheduled Railroading; delivers record margins
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