Form 8-K
8-K — CANADIAN PACIFIC KANSAS CITY LTD/CN
Accession: 0000016875-26-000013
Filed: 2026-04-29
Period: 2026-04-29
CIK: 0000016875
SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — cp-20260429.htm (Primary)
EX-99.1 (exhibit991-q12026earningsr.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: cp-20260429.htm · Sequence: 1
cp-20260429
0000016875FalseCANADIAN PACIFIC KANSAS CITY LTD/CN00000168752026-04-292026-04-290000016875us-gaap:CommonClassAMemberexch:XNYS2026-04-292026-04-290000016875us-gaap:CommonClassAMemberexch:XTSE2026-04-292026-04-290000016875cp:Perpetual4ConsolidatedDebentureStockMemberexch:XNYS2026-04-292026-04-290000016875cp:Perpetual4ConsolidatedDebentureStockMemberexch:XLON2026-04-292026-04-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
April 29, 2026
Date of Report (Date of earliest event reported)
Canadian Pacific Kansas City Limited
(Exact name of registrant as specified in its charter)
Canada 001-01342 98-0355078
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
7550 Ogden Dale Road S.E., Calgary, Alberta
Canada T2C 4X9
(Address of principal executive offices) (Zip Code)
(403) 319-7000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which Registered
Common Shares, without par value, of
Canadian Pacific Kansas City Limited CP New York Stock Exchange
Common Shares, without par value, of
Canadian Pacific Kansas City Limited CP Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company CP/40 New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company BC87 London Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”
On April 29, 2026, Canadian Pacific Kansas City Limited (“CPKC”) issued a press release setting forth its financial results for its three months ended March 31, 2026. A copy of CPKC’s press release is attached hereto as Exhibit 99.1. CPKC does not intend for this Item 2.02 or Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or to be incorporated by reference into filings under the Securities Act of 1933, as amended.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
Exhibit 99.1
Press release issued April 29, 2026 by Canadian Pacific Kansas City Limited and furnished pursuant to Item 2.02, “Results of Operations and Financial Condition."
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 29, 2026
CANADIAN PACIFIC KANSAS CITY LIMITED
By: /s/ Tyler Robinson
Name: Tyler Robinson
Title: General Counsel and Assistant Corporate Secretary
EX-99.1
EX-99.1
Filename: exhibit991-q12026earningsr.htm · Sequence: 2
Document
Release: April 29, 2026
CPKC reports first quarter results, demonstrating resilient performance
Calgary – 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 results
•Volumes, as measured in Revenue Ton-Miles, increased two percent
•Revenues decreased two percent to $3.7 billion
•Reported operating ratio (OR) increased 70 basis points (bps) to 66.0 percent
•Core adjusted OR1 increased 50 bps to 63.0 percent from 62.5 percent
•Reported diluted EPS decreased three percent to $0.94
•Core adjusted diluted EPS1 decreased two percent to $1.04 from $1.06
◦Reported and core adjusted1 results include year-over-year headwinds of approximately 4 cents from foreign-exchange and 3 cents from changes in fuel price
•Federal Railroad Administration (FRA)-reportable personal injury frequency decreased to 0.91 from 0.97 in Q1 20252
•FRA-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.”
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: CPKCQ126
Callers should dial in 10 minutes prior to the call.
1 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.
2 The 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.
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-IR
Contacts:
Media
mediarelations@cpkcr.com
Investment Community
Chris De Bruyn
403-319-3591
investor@cpkcr.com
FINANCIAL STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
For the three months ended March 31
(in millions of Canadian dollars, except share and per share data) 2026 2025
Revenues (Note 3)
Freight $ 3,628 $ 3,727
Non-freight 73 68
Total revenues 3,701 3,795
Operating expenses
Compensation and benefits
691 682
Fuel 458 481
Materials
127 124
Equipment rents 95 99
Depreciation and amortization
512 504
Purchased services and other 560 588
Total operating expenses 2,443 2,478
Operating income 1,258 1,317
Other expense 20 7
Other components of net periodic benefit recovery (Note 11) (110) (107)
Net interest expense
228 216
Income before income tax expense 1,120 1,201
Current income tax expense
260 266
Deferred income tax expense
15 26
Income tax expense (Note 4)
275 292
Net income $ 845 $ 909
Net 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 $ 0.98
Diluted earnings per share $ 0.94 $ 0.97
Weighted-average number of shares (millions) (Note 5)
Basic 896.8 933.2
Diluted 897.3 934.3
Dividends declared per share $ 0.228 $ 0.190
See 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) 2026 2025
Net income $ 845 $ 909
Net gain (loss) in foreign currency translation adjustments, net of hedging activities 538 (29)
Change in derivatives designated as cash flow hedges (1) 1
Change in pension and post-retirement defined benefit plans 1 3
Other comprehensive income from equity investees 1 —
Other comprehensive income (loss) before income taxes 539 (25)
Income tax recovery (expense) 14 (3)
Other comprehensive income (loss) 553 (28)
Comprehensive income $ 1,398 $ 881
Comprehensive income (loss) attributable to non-controlling interest 15 (2)
Comprehensive income attributable to controlling shareholders $ 1,383 $ 883
See Notes to Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED BALANCE SHEETS AS AT
(unaudited)
March 31 December 31
(in millions of Canadian dollars) 2026 2025
Assets
Current assets
Cash and cash equivalents $ 409 $ 184
Accounts receivable, net (Note 7)
2,196 2,029
Materials and supplies 534 502
Other current assets 265 224
3,404 2,939
Investments 485 473
Properties 56,126 55,323
Goodwill
18,748 18,436
Intangible assets
2,939 2,911
Pension asset 5,229 5,129
Other assets 753 734
Total assets $ 87,684 $ 85,945
Liabilities and equity
Current liabilities
Accounts payable and accrued liabilities $ 2,632 $ 2,751
Long-term debt maturing within one year (Note 8, 9)
2,437 3,240
5,069 5,991
Pension and other benefit liabilities 537 537
Other long-term liabilities 811 815
Long-term debt (Note 8, 9)
21,883 19,948
Deferred income taxes 11,968 11,829
Total liabilities 40,268 39,120
Shareholders’ equity
Share capital 24,623 24,751
Additional paid-in capital 118 105
Accumulated other comprehensive income (Note 6) 1,775 1,238
Retained earnings 19,937 19,783
46,453 45,877
Non-controlling interest 963 948
Total equity 47,416 46,825
Total liabilities and equity $ 87,684 $ 85,945
See 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) 2026 2025
Operating activities
Net income $ 845 $ 909
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization 512 504
Deferred income tax expense 15 26
Pension 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 activities 976 1,156
Investing activities
Additions to properties (664) (711)
Additions to Meridian Speedway properties (5) (12)
Proceeds from sale of properties and other assets 8 11
Other investing activities, net (11) (3)
Net cash used in investing activities (672) (715)
Financing activities
Dividends paid (204) (177)
Issuance of Common Shares 25 8
Purchase 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)
1,621 1,710
Net 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 equivalents 2 (1)
Cash position
Net increase (decrease) in cash and cash equivalents 225 (44)
Cash and cash equivalents at beginning of period 184 739
Cash and cash equivalents at end of period $ 409 $ 695
Supplemental cash flow information
Income taxes paid $ 291 $ 237
Interest paid $ 203 $ 180
See 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) Share
capital Additional
paid-in
capital Accumulated
other
comprehensive
income (loss) Retained
earnings Total
shareholders’
equity Non-controlling interest Total
equity
Balance as at January 1, 2026
897.6 $ 24,751 $ 105 $ 1,238 $ 19,783 $ 45,877 $ 948 $ 46,825
Net Income (loss) — — — — 846 846 (1) 845
Other comprehensive income (Note 6) — — — 537 — 537 16 553
Dividends declared ($0.228 per share)
— — — — (204) (204) — (204)
Effect of stock-based compensation expense — — 19 — — 19 — 19
Common 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 — 24
Balance as at March 31, 2026
892.6 $ 24,623 $ 118 $ 1,775 $ 19,937 $ 46,453 $ 963 $ 47,416
Balance as at January 1, 2025
933.5 $ 25,689 $ 94 $ 2,680 $ 19,429 $ 47,892 $ 998 $ 48,890
Net Income (loss) — — — — 910 910 (1) 909
Contribution from non-controlling interest — — — — — — 1 1
Other 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 — 16
Common Shares repurchased (Note 10) (3.3) (96) — — (279) (375) — (375)
Common Shares issued under stock option plan 0.2 10 (3) — — 7 — 7
Balance as at March 31, 2025
930.4 $ 25,603 $ 107 $ 2,653 $ 19,883 $ 48,246 $ 997 $ 49,243
See Notes to Interim Consolidated Financial Statements.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(unaudited)
1 Description of business and basis of presentation
Canadian 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 segment
The 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 Assets
On 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 Revenues
The 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) 2026 2025
Grain $ 871 $ 788
Coal 226 257
Potash 149 156
Fertilizers and sulphur 112 114
Forest products 181 217
Energy, chemicals and plastics 700 758
Metals, minerals and consumer products 438 448
Automotive 296 315
Intermodal 655 674
Total freight revenues 3,628 3,727
Non-freight excluding leasing revenues 45 41
Revenues from contracts with customers 3,673 3,768
Leasing revenues 28 27
Total revenues $ 3,701 $ 3,795
4 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 Assessment
Canadian 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) 2026 2025
Net income attributable to controlling shareholders $ 846 $ 910
Weighted-average basic shares outstanding 896.8 933.2
Dilutive effect of stock options 0.5 1.1
Weighted-average diluted shares outstanding 897.3 934.3
Basic earnings per share $ 0.94 $ 0.98
Diluted earnings per share $ 0.94 $ 0.97
For 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 component
Changes 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 activities Derivatives Pension and post-
retirement defined
benefit plans Equity accounted investments Total
Opening balance, January 1, 2026 $ 1,829 $ 9 $ (602) $ 2 $ 1,238
Other comprehensive income before reclassifications 536 — — 1 537
Amounts reclassified from AOCI — (1) 1 — —
Net other comprehensive income (loss) 536 (1) 1 1 537
Balance as at March 31, 2026 $ 2,365 $ 8 $ (601) $ 3 $ 1,775
Opening balance, January 1, 2025 $ 3,413 $ 10 $ (738) $ (5) $ 2,680
Other comprehensive loss before reclassifications (28) — — — (28)
Amounts reclassified from AOCI — — 1 — 1
Net other comprehensive (loss) income (28) — 1 — (27)
Balance as at March 31, 2025 $ 3,385 $ 10 $ (737) $ (5) $ 2,653
7 Accounts receivable, net
(in millions of Canadian dollars) As at March 31, 2026 As at December 31, 2025
Total accounts receivable $ 2,306 $ 2,146
Allowance for credit losses (110) (117)
Total accounts receivable, net $ 2,196 $ 2,029
8 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 debt
During 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 facility
The 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 program
Effective 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 instruments
The 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 management
Foreign exchange ("FX") management
Net 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
2026 2025
Number of Common Shares repurchased(1)
5,735,907 3,480,658
Weighted-average price per Common Share(2)
$112.62 $107.68
Amount 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
Pensions Other benefits Total
(in millions of Canadian dollars) 2026 2025 2026 2025 2026 2025
Current service cost $ 19 $ 21 $ 3 $ 3 $ 22 $ 24
Other components of net periodic benefit (recovery) cost:
Interest cost on benefit obligation 118 117 5 5 123 122
Expected return on plan assets (234) (232) — — (234) (232)
Recognized net actuarial (gain) loss (1) 2 — — (1) 2
Amortization of prior service costs 2 1 — — 2 1
Total other components of net periodic benefit (recovery) cost (115) (112) 5 5 (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 plan
In 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 plans
During 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 Contingencies
Litigation
In 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 accident
On 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:
(1)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).
(2)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.
(3)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.
(4)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.
(5)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.
(6)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.
(7)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.
(8)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 claim
On 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 liabilities
Environmental 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 Quarter
Financial (in millions, except per share data) 2026 2025 Total
Change %
Change
Revenues
Freight $ 3,628 $ 3,727 $ (99) (3)
Non-freight 73 68 5 7
Total revenues 3,701 3,795 (94) (2)
Operating expenses
Compensation and benefits 691 682 9 1
Fuel 458 481 (23) (5)
Materials 127 124 3 2
Equipment rents 95 99 (4) (4)
Depreciation and amortization 512 504 8 2
Purchased services and other 560 588 (28) (5)
Total operating expenses 2,443 2,478 (35) (1)
Operating income 1,258 1,317 (59) (4)
Other expense 20 7 13 186
Other components of net periodic benefit recovery (110) (107) (3) 3
Net interest expense 228 216 12 6
Income before income tax expense 1,120 1,201 (81) (7)
Current income tax expense 260 266 (6) (2)
Deferred income tax expense 15 26 (11) (42)
Income tax expense 275 292 (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 (%) 66.0 65.3 0.7 70 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)
896.8 933.2 (36.4) (4)
Weighted average number of diluted shares outstanding (millions)
897.3 934.3 (37.0) (4)
Foreign Exchange
Average foreign exchange rate (U.S.$/Canadian$) 0.73 0.70 0.03 4
Average foreign exchange rate (Canadian$/U.S.$) 1.37 1.44 (0.07) (5)
Average foreign exchange rate (Mexican peso/Canadian$) 12.79 14.23 (1.44) (10)
Average foreign exchange rate (Canadian$/Mexican peso) 0.0782 0.0703 0.0079 11
Summary of Rail Data (Continued)
First Quarter
Commodity Data 2026 2025 Total
Change %
Change
FX
Adjusted
%
Change(1)
Freight Revenues (millions)
- Grain $ 871 $ 788 $ 83 11 14
- Coal 226 257 (31) (12) (11)
- Potash 149 156 (7) (4) (2)
- Fertilizers and sulphur 112 114 (2) (2) 2
- Forest products 181 217 (36) (17) (14)
- Energy, chemicals and plastics 700 758 (58) (8) (5)
- Metals, minerals and consumer products 438 448 (10) (2) (1)
- Automotive 296 315 (19) (6) (6)
- Intermodal 655 674 (19) (3) (1)
Total Freight Revenues $ 3,628 $ 3,727 $ (99) (3) —
Freight Revenue per Revenue Ton-Mile ("RTM") (cents)
- Grain 5.19 5.27 (0.08) (2) 1
- Coal 4.36 4.44 (0.08) (2) (1)
- Potash 3.30 3.53 (0.23) (7) (4)
- Fertilizers and sulphur 8.06 7.99 0.07 1 5
- Forest products 8.59 9.26 (0.67) (7) (4)
- Energy, chemicals and plastics 7.63 7.81 (0.18) (2) 1
- Metals, minerals and consumer products 9.12 9.57 (0.45) (5) (3)
- Automotive 23.47 25.55 (2.08) (8) (8)
- Intermodal 6.89 7.33 (0.44) (6) (4)
Total Freight Revenue per RTM 6.63 6.94 (0.31) (4) (2)
Freight Revenue per Carload
- Grain $ 5,842 $ 5,894 $ (52) (1) 2
- Coal 2,064 2,171 (107) (5) (4)
- Potash 3,548 3,920 (372) (9) (7)
- Fertilizers and sulphur 6,328 6,404 (76) (1) 2
- Forest products 5,934 6,236 (302) (5) (2)
- Energy, chemicals and plastics 5,185 5,319 (134) (3) 1
- Metals, minerals and consumer products 3,747 3,601 146 4 5
- Automotive 5,725 5,450 275 5 5
- Intermodal 1,519 1,548 (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 Quarter
Commodity Data 2026 2025 Total Change % Change
Millions of RTM
- Grain 16,785 14,942 1,843 12
- Coal 5,184 5,783 (599) (10)
- Potash 4,511 4,419 92 2
- Fertilizers and sulphur 1,389 1,427 (38) (3)
- Forest products 2,106 2,343 (237) (10)
- Energy, chemicals and plastics 9,177 9,701 (524) (5)
- Metals, minerals and consumer products 4,803 4,681 122 3
- Automotive 1,261 1,233 28 2
- Intermodal 9,509 9,195 314 3
Total RTMs 54,725 53,724 1,001 2
Carloads (thousands)
- Grain 149.1 133.7 15.4 12
- Coal 109.5 118.4 (8.9) (8)
- Potash 42.0 39.8 2.2 6
- Fertilizers and sulphur 17.7 17.8 (0.1) (1)
- Forest products 30.5 34.8 (4.3) (12)
- Energy, chemicals and plastics 135.0 142.5 (7.5) (5)
- Metals, minerals and consumer products 116.9 124.4 (7.5) (6)
- Automotive 51.7 57.8 (6.1) (11)
- Intermodal 431.1 435.4 (4.3) (1)
Total Carloads 1,083.5 1,104.6 (21.1) (2)
First Quarter
2026 2025 Total Change % Change
FX Adjusted % Change(1)
Operating Expenses (millions)
Compensation and benefits $ 691 $ 682 $ 9 1 2
Fuel 458 481 (23) (5) (4)
Materials 127 124 3 2 3
Equipment rents 95 99 (4) (4) —
Depreciation and amortization 512 504 8 2 4
Purchased services and other 560 588 (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
2026 2025 Total
Change %
Change
Operations Performance
Gross ton-miles ("GTMs") (millions) 100,625 98,412 2,213 2
Train miles (thousands) 11,523 11,804 (281) (2)
Average train weight - excluding local traffic (tons) 9,378 9,034 344 4
Average train length - excluding local traffic (feet) 7,858 7,628 230 3
Average terminal dwell (hours) 9.5 10.3 (0.8) (8)
Average train speed (miles per hour, or "mph")(1)
19.9 19.1 0.8 4
Locomotive productivity (GTMs / operating horsepower)(2)
171 163 8 5
Fuel efficiency(3)
1.043 1.064 (0.021) (2)
U.S. gallons of locomotive fuel consumed (millions)(4)
105.0 104.7 0.3 —
Average fuel price (U.S. dollars per U.S. gallon) 3.18 3.20 (0.02) (1)
Total Employees and Workforce
Total employees (average)(5)
19,539 19,749 (210) (1)
Total employees (end of period)(5)
19,658 19,992 (334) (2)
Workforce (end of period)(6)
19,671 20,114 (443) (2)
Safety Indicators(7)
FRA personal injuries per 200,000 employee-hours 0.91 0.97 (0.06) (6)
FRA train accidents per million train-miles 0.93 0.38 0.55 145
(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 Measures
The 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 Measures
The 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; and
•during 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; and
•during 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; and
–in 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; and
–in 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; and
•during 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; and
–in 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; and
–in 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; and
–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.
Reconciliation of GAAP Performance Measures to Non-GAAP Performance Measures
The 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 EPS
Core 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) 2026 2025
Net income attributable to controlling shareholders as reported $ 846 $ 910
Less:
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 31 For the year ended December 31
2026 2025 2025
Diluted EPS as reported $ 0.94 $ 0.97 $ 4.51
Less:
Significant items (pre-tax):
Gain on sale of equity investment — — 0.36
Acquisition-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 Ratio
Core 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) 2026 2025
Operating income as reported $ 1,258 $ 1,317
Less:
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
2026 2025
Operating ratio as reported 66.0 % 65.3 %
Less:
Acquisition-related costs 0.2 % 0.5 %
Advisory costs related to rail consolidation matters 0.4 % — %
KCS purchase accounting in Operating expenses 2.4 % 2.3 %
Core adjusted operating ratio 63.0 % 62.5 %
FX Adjusted % Change
FX 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 2026 Reported 2025 Variance
due to FX
FX Adjusted 2025
FX Adjusted % Change
Freight revenues by line of business
Grain $ 871 $ 788 $ (22) $ 766 14
Coal 226 257 (3) 254 (11)
Potash 149 156 (4) 152 (2)
Fertilizers and sulphur 112 114 (4) 110 2
Forest products 181 217 (7) 210 (14)
Energy, chemicals and plastics 700 758 (24) 734 (5)
Metals, minerals and consumer products 438 448 (6) 442 (1)
Automotive 296 315 — 315 (6)
Intermodal 655 674 (11) 663 (1)
Freight revenues 3,628 3,727 (81) 3,646 —
Non-freight revenues 73 68 (1) 67 9
Total 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 2026 Reported 2025 Variance
due to FX
FX Adjusted 2025
FX Adjusted % Change
Compensation and benefits $ 691 $ 682 $ (4) $ 678 2
Fuel 458 481 (4) 477 (4)
Materials 127 124 (1) 123 3
Equipment rents 95 99 (4) 95 —
Depreciation and amortization 512 504 (14) 490 4
Purchased services and other 560 588 (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 2026 Reported 2025 Variance
due to FX
FX Adjusted 2025
FX Adjusted % Change
Total revenues $ 3,701 $ 3,795 $ (82) $ 3,713 —
Total operating expenses 2,443 2,478 (35) 2,443 —
Operating income $ 1,258 $ 1,317 $ (47) $ 1,270 (1)
Reconciliation of GAAP Liquidity Measures to Non-GAAP Liquidity Measures
Adjusted Free Cash
Adjusted 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) 2026 2025
Net cash provided by operating activities as reported $ 976 $ 1,156
Net cash used in investing activities (672) (715)
Effect of foreign currency fluctuations on foreign currency-denominated cash and cash equivalents 2 (1)
Less:
Settlements of Mexican taxes
— (11)
Acquisition-related costs (21) (15)
Advisory costs related to rail consolidation matters (11) —
Adjusted free cash $ 338 $ 466
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. 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 Ratio
The 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) 2026 2025
Long-term debt including long-term debt maturing within one year as at March 31
$ 24,320 $ 22,652
Net income attributable to controlling shareholders for the twelve months ended March 31
4,077 3,853
Long-term debt to Net income attributable to controlling shareholders ratio 6.0 5.9
Reconciliation of Long-term Debt to Adjusted Net Debt
Adjusted 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) 2026 2025
Long-term debt including long-term debt maturing within one year as at March 31
$ 24,320 $ 22,652
Add:
Pension plans deficit(1)
155 161
Operating lease liabilities 389 392
Fair value adjustment to KCS debt upon Control(2)
460 495
Less:
Cash and cash equivalents 409 695
Adjusted 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 EBITDA
Adjusted 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) 2026 2025
Net income attributable to controlling shareholders as reported $ 4,077 $ 3,853
Add:
Net interest expense 888 811
Income tax expense 1,328 1,092
Depreciation and amortization 2,027 1,937
Operating lease expense 115 114
Less:
Significant items (pre-tax):
Adjustments to provisions and settlements of Mexican taxes — 14
Acquisition-related costs (61) (106)
Advisory costs related to rail consolidation matters (13) —
Gain on sale of equity investment 333 —
Other components of net periodic benefit recovery 418 371
Adjusted EBITDA $ 7,758 $ 7,528
Calculation of Adjusted Net Debt to Adjusted EBITDA Ratio
(in millions of Canadian dollars, except for ratios) 2026 2025
Adjusted net debt as at March 31
$ 24,915 $ 23,005
Adjusted EBITDA for the twelve months ended March 31
7,758 7,528
Adjusted net debt to adjusted EBITDA ratio 3.2 3.1
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v3.26.1
Document and Entity Information Document
Apr. 29, 2026
Entity Information [Line Items]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Apr. 29, 2026
Entity Registrant Name
CANADIAN PACIFIC KANSAS CITY LTD/CN
Entity Central Index Key
0000016875
Entity Incorporation, State or Country Code
Z4
Entity File Number
001-01342
Entity Tax Identification Number
98-0355078
Entity Address, City or Town
Calgary
Entity Address, State or Province
AB
Entity Address, Postal Zip Code
T2C 4X9
City Area Code
(403)
Local Phone Number
319-7000
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Entity Address, Address Line One
7550 Ogden Dale Road S.E.
Entity Address, City or Town
CA
Common Shares, without par value, of Canadian Pacific Railway Limited | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security
Common Shares, without par value, of Canadian Pacific Kansas City Limited
Security Exchange Name
NYSE
Trading Symbol
CP
Common Shares, without par value, of Canadian Pacific Railway Limited | TORONTO STOCK EXCHANGE
Entity Information [Line Items]
Title of 12(b) Security
Common Shares, without par value, of Canadian Pacific Kansas City Limited
Trading Symbol
CP
Perpetual 4% Consolidated Debenture Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company
Security Exchange Name
NYSE
Trading Symbol
CP/40
Perpetual 4% Consolidated Debenture Stock | LONDON STOCK EXCHANGE
Entity Information [Line Items]
Title of 12(b) Security
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company
Trading Symbol
BC87
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ISO 3166-1 alpha-2 country code.
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No definition available.
+ Details
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dei_EntityAddressCountry
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X
- Definition
Code for the postal or zip code
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No definition available.
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X
- Definition
Name of the state or province.
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No definition available.
+ Details
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dei_EntityAddressStateOrProvince
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X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
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X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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X
- Definition
Local phone number for entity.
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No definition available.
+ Details
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
+ Details
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Namespace Prefix:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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- Details
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- Details
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- Details
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