CPKC reports solid third quarter results: focused on growth for remainder of 2025
Rhea-AI Summary
Canadian Pacific Kansas City (TSX: CP, NYSE: CP) reported third-quarter 2025 results on October 29, 2025: revenues of $3.7 billion (up 3%), reported diluted EPS $1.01 (vs. $0.90), and core adjusted diluted EPS $1.10 (up 11%). Revenue ton-miles rose 5%. Reported operating ratio fell 260 basis points to 63.5% and core adjusted OR fell 220 basis points to 60.7%. Results included a $39 million sequential increase in casualty expense, a ~$0.03 EPS impact. FRA-reportable personal injury and train accident frequencies improved versus Q3 2024. Management reiterated expectations to deliver on full-year 2025 guidance.
Positive
- Revenues of $3.7B (+3% year-over-year)
- Revenue Ton-Miles +5% year-over-year
- Core adjusted diluted EPS $1.10 (+11% vs Q3 2024)
- Reported operating ratio down 260 bps to 63.5%
- Core adjusted operating ratio down 220 bps to 60.7%
Negative
- Sequential $39M increase in casualty expense (≈$0.03 EPS impact)
News Market Reaction – CP
On the day this news was published, CP declined 0.77%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
"CPKC once again created profitable, sustainable growth in the third quarter, while navigating challenging macroeconomic conditions," said Keith Creel, CPKC President and Chief Executive Officer. "Through our powerful network and unique partnerships, we are providing strong service and bringing innovative solutions to the market for our customers. I remain confident in our ability to continue delivering on our long-term value proposition."
Third-quarter 2025 results
- Volumes, as measured in Revenue Ton-Miles, increased five percent
- Revenues increased three percent to
from$3.7 billion in Q3 2024$3.5 billion - Reported operating ratio (OR) decreased 260 basis points to 63.5 percent from 66.1 percent in Q3 2024
- Core adjusted OR1 decreased 220 basis points to 60.7 percent from 62.9 percent in Q3 2024
- Reported diluted EPS increased to
from$1.01 in Q3 2024$0.90 - Core adjusted diluted EPS1 increased 11 percent to
from$1.10 in Q3 2024$0.99 - Reported and core adjusted1 results include a
sequential increase in casualty expense versus Q2 2025 which was a$39 million impact to Q3 2025 reported and core adjusted diluted EPS1$0.03
- Reported and core adjusted1 results include a
- Federal Railroad Administration (FRA)-reportable personal injury frequency decreased to 0.92 from 0.95 in Q3 20242
- FRA-reportable train accident frequency decreased to 1.15 from 1.43 in Q3 20242
"Our team of dedicated railroaders across CPKC's unrivalled network continues to do what we said we would do, safely driving growth and opening new markets as we keep our commitments to our stakeholders. Through strong execution of our strategy, focused on leveraging our North American footprint, we continue to expect to deliver on our full-year 2025 guidance," Creel added.
|
1 |
These measures have no standardized meanings prescribed by accounting principles generally accepted in |
|
2 |
The third-quarter 2024 FRA-reportable personal injury frequency and FRA-reportable train accident frequency have been restated to reflect new information available within specified periods stipulated by the FRA but that exceed CPKC's financial reporting timeline. |
Conference Call Details
CPKC will discuss its results with the financial community in a conference call beginning at 4:30 p.m. ET (2:30 p.m. MT) on October 29, 2025.
Conference Call Access
International: 203-518-9814
*Conference ID: CPKCQ325
Callers should dial in 10 minutes prior to the call.
Webcast
We encourage you to access the webcast and presentation material in the Investors section of CPKC's website at investor.cpkcr.com.
A replay of the third-quarter conference call will be available through Nov. 5, 2025, at 800-677-7320 (
Forward-looking statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws in both the
The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to CPKC's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies; North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; effective tax rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions; applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.
Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, CPKC's forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; general Canadian,
The forward-looking statements contained in this news release are made as of the date hereof. Except as required by law, CPKC undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise.
About CPKC
With its global headquarters in
FINANCIAL STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
|
|
For the three months |
For the nine months |
||
|
(in millions of Canadian dollars, except share and per share data) |
2025 |
2024 |
2025 |
2024 |
|
Revenues (Note 3) |
|
|
|
|
|
Freight |
$ 3,589 |
$ 3,461 |
$ 10,945 |
$ 10,422 |
|
Non-freight |
72 |
88 |
210 |
250 |
|
Total revenues |
3,661 |
3,549 |
11,155 |
10,672 |
|
Operating expenses |
|
|
|
|
|
Compensation and benefits |
619 |
644 |
1,960 |
1,946 |
|
Fuel |
415 |
419 |
1,301 |
1,343 |
|
Materials |
114 |
99 |
362 |
290 |
|
Equipment rents |
109 |
89 |
311 |
253 |
|
Depreciation and amortization |
503 |
472 |
1,500 |
1,412 |
|
Purchased services and other |
565 |
623 |
1,725 |
1,809 |
|
Total operating expenses |
2,325 |
2,346 |
7,159 |
7,053 |
|
|
|
|
|
|
|
Operating income |
1,336 |
1,203 |
3,996 |
3,619 |
|
Other expense (income) |
8 |
1 |
(1) |
(41) |
|
Other components of net periodic benefit recovery (Note 12) |
(107) |
(89) |
(321) |
(265) |
|
Net interest expense |
222 |
192 |
646 |
598 |
|
Gain on sale of equity investment (Note 4) |
— |
— |
(333) |
— |
|
Income before income tax expense |
1,213 |
1,099 |
4,005 |
3,327 |
|
Current income tax expense |
307 |
257 |
921 |
773 |
|
Deferred income tax (recovery) expense |
(11) |
5 |
24 |
40 |
|
Income tax expense (Note 5) |
296 |
262 |
945 |
813 |
|
Net income |
$ 917 |
$ 837 |
$ 3,060 |
$ 2,514 |
|
Net loss attributable to non-controlling interest |
(3) |
— |
(4) |
(3) |
|
Net income attributable to controlling shareholders |
$ 920 |
$ 837 |
$ 3,064 |
$ 2,517 |
|
|
|
|
|
|
|
Earnings per share (Note 6) |
|
|
|
|
|
Basic earnings per share |
$ 1.01 |
$ 0.90 |
$ 3.32 |
$ 2.70 |
|
Diluted earnings per share |
$ 1.01 |
$ 0.90 |
$ 3.32 |
$ 2.69 |
|
|
|
|
|
|
|
Weighted-average number of shares (millions) (Note 6) |
|
|
|
|
|
Basic |
910.4 |
933.2 |
922.4 |
932.8 |
|
Diluted |
911.4 |
935.3 |
923.4 |
934.8 |
|
|
|
|
|
|
|
Dividends declared per share |
$ 0.228 |
$ 0.190 |
$ 0.646 |
$ 0.570 |
|
See Notes to Interim Consolidated Financial Statements. |
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
|
|
For the three months |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Net income |
$ 917 |
$ 837 |
$ 3,060 |
$ 2,514 |
|
Net gain (loss) in foreign currency translation adjustments, net of hedging activities |
654 |
(423) |
(1,104) |
577 |
|
Change in derivatives designated as cash flow hedges |
— |
1 |
1 |
5 |
|
Change in pension and post-retirement defined benefit plans |
3 |
12 |
8 |
35 |
|
Other comprehensive income (loss) from equity investees |
3 |
(5) |
6 |
(7) |
|
Other comprehensive income (loss) before income taxes |
660 |
(415) |
(1,089) |
610 |
|
Income tax recovery (expense) |
12 |
(7) |
(23) |
(1) |
|
Other comprehensive income (loss) |
672 |
(422) |
(1,112) |
609 |
|
Comprehensive income |
$ 1,589 |
$ 415 |
$ 1,948 |
$ 3,123 |
|
Comprehensive income (loss) attributable to non-controlling interest |
18 |
(15) |
(38) |
16 |
|
Comprehensive income attributable to controlling shareholders |
$ 1,571 |
$ 430 |
$ 1,986 |
$ 3,107 |
|
See Notes to Interim Consolidated Financial Statements. |
INTERIM CONSOLIDATED BALANCE SHEETS AS AT
(unaudited)
|
|
September 30 |
December 31 |
|
(in millions of Canadian dollars) |
2025 |
2024 |
|
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ 411 |
$ 739 |
|
Accounts receivable, net (Note 8) |
2,118 |
1,968 |
|
Materials and supplies |
485 |
457 |
|
Other current assets |
259 |
220 |
|
|
3,273 |
3,384 |
|
Investments (Note 4) |
472 |
586 |
|
Properties |
55,615 |
56,024 |
|
Goodwill |
18,724 |
19,350 |
|
Intangible assets |
2,979 |
3,146 |
|
Pension asset |
4,880 |
4,586 |
|
Other assets |
746 |
668 |
|
Total assets |
$ 86,689 |
$ 87,744 |
|
Liabilities and equity |
|
|
|
Current liabilities |
|
|
|
Accounts payable and accrued liabilities |
$ 2,900 |
$ 2,842 |
|
Long-term debt maturing within one year (Note 9, 10) |
2,301 |
2,819 |
|
|
5,201 |
5,661 |
|
Pension and other benefit liabilities |
547 |
548 |
|
Other long-term liabilities |
944 |
867 |
|
Long-term debt (Note 9, 10) |
21,590 |
19,804 |
|
Deferred income taxes |
11,748 |
11,974 |
|
Total liabilities |
40,030 |
38,854 |
|
Shareholders' equity |
|
|
|
Share capital |
24,815 |
25,689 |
|
Additional paid-in capital |
106 |
94 |
|
Accumulated other comprehensive income (Note 7) |
1,602 |
2,680 |
|
Retained earnings |
19,175 |
19,429 |
|
|
45,698 |
47,892 |
|
Non-controlling interest |
961 |
998 |
|
Total equity |
46,659 |
48,890 |
|
Total liabilities and equity |
$ 86,689 |
$ 87,744 |
|
See Contingencies (Note 14). |
|
See Notes to Interim Consolidated Financial Statements. |
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
For the three months |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Operating activities |
|
|
|
|
|
Net income |
$ 917 |
$ 837 |
$ 3,060 |
$ 2,514 |
|
Reconciliation of net income to cash provided by operating activities: |
|
|
|
|
|
Depreciation and amortization |
503 |
472 |
1,500 |
1,412 |
|
Deferred income tax (recovery) expense |
(11) |
5 |
24 |
40 |
|
Pension recovery and funding (Note 12) |
(93) |
(79) |
(283) |
(230) |
|
Gain on sale of equity investment (Note 4) |
— |
— |
(333) |
— |
|
Settlement of Mexican taxes (Note 5) |
— |
(2) |
(12) |
(2) |
|
Settlement of foreign currency forward contracts (Note 10) |
— |
— |
— |
(65) |
|
Other operating activities, net |
(55) |
59 |
(27) |
(9) |
|
Changes in non-cash working capital balances related to operations |
13 |
(20) |
(144) |
(95) |
|
Net cash provided by operating activities |
1,274 |
1,272 |
3,785 |
3,565 |
|
Investing activities |
|
|
|
|
|
Additions to properties |
(860) |
(748) |
(2,314) |
(2,083) |
|
Additions to Meridian Speedway properties |
(7) |
(9) |
(31) |
(29) |
|
Proceeds from sale of properties and other assets |
1 |
9 |
16 |
19 |
|
Proceeds from sale of equity investment (Note 4) |
— |
— |
493 |
— |
|
Other investing activities, net |
(16) |
(12) |
(67) |
9 |
|
Net cash used in investing activities |
(882) |
(760) |
(1,903) |
(2,084) |
|
Financing activities |
|
|
|
|
|
Dividends paid |
(205) |
(177) |
(592) |
(532) |
|
Issuance of Common Shares |
14 |
13 |
52 |
55 |
|
Purchase of Common Shares (Note 11) |
(1,805) |
— |
(3,545) |
— |
|
Repayment of long-term debt, excluding commercial paper (Note 9) |
(5) |
(89) |
(945) |
(309) |
|
Issuance of long-term debt, excluding commercial paper (Note 9) |
— |
— |
3,102 |
— |
|
Net issuance (repayment) of commercial paper (Note 9) |
1,221 |
(343) |
46 |
(705) |
|
Net repayment of short term borrowings (Note 9) |
— |
— |
(277) |
— |
|
Other financing activities, net |
(2) |
— |
(8) |
— |
|
Net cash used in financing activities |
(782) |
(596) |
(2,167) |
(1,491) |
|
Effect of foreign currency fluctuations on foreign-denominated cash and cash equivalents |
2 |
(10) |
(43) |
9 |
|
Cash position |
|
|
|
|
|
Net decrease in cash and cash equivalents |
(388) |
(94) |
(328) |
(1) |
|
Cash and cash equivalents at beginning of period |
799 |
557 |
739 |
464 |
|
Cash and cash equivalents at end of period |
$ 411 |
$ 463 |
$ 411 |
$ 463 |
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
Income taxes paid |
$ 204 |
$ 173 |
$ 850 |
$ 724 |
|
Interest paid |
$ 192 |
$ 157 |
$ 606 |
$ 563 |
|
See Notes to Interim Consolidated Financial Statements. |
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
|
|
For the three months ended September 30 |
|||||||||
|
(in millions of Canadian dollars except per share data) |
|
Common |
|
Share capital |
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Retained earnings |
Total shareholders' equity |
Non- |
Total equity |
|
Balance as at July 1, 2025 |
|
917.9 |
|
|
$ 105 |
$ 951 |
$ 19,863 |
$ 46,204 |
$ 943 |
|
|
Net income (loss) |
|
— |
|
— |
— |
— |
920 |
920 |
(3) |
917 |
|
Other comprehensive income (Note 7) |
|
— |
|
— |
— |
651 |
— |
651 |
21 |
672 |
|
Dividends declared ( |
|
— |
|
— |
— |
— |
(205) |
(205) |
— |
(205) |
|
Effect of stock-based compensation expense |
|
— |
|
— |
5 |
— |
— |
5 |
— |
5 |
|
Common Shares repurchased (Note 11) |
|
(17.0) |
|
(489) |
— |
— |
(1,403) |
(1,892) |
— |
(1,892) |
|
Shares issued under stock option plan |
|
0.2 |
|
19 |
(4) |
— |
— |
15 |
— |
15 |
|
Balance as at September 30, 2025 |
|
901.1 |
|
|
$ 106 |
$ 1,602 |
$ 19,175 |
$ 45,698 |
$ 961 |
|
|
Balance as at July 1, 2024 |
|
933.1 |
|
|
$ 93 |
$ 379 |
$ 17,745 |
$ 43,872 |
$ 951 |
|
|
Net income |
|
— |
|
— |
— |
— |
837 |
837 |
— |
837 |
|
Contribution from non-controlling interest |
|
— |
|
— |
— |
— |
— |
— |
1 |
1 |
|
Other comprehensive loss (Note 7) |
|
— |
|
— |
— |
(407) |
— |
(407) |
(15) |
(422) |
|
Dividends declared ( |
|
— |
|
— |
— |
— |
(177) |
(177) |
— |
(177) |
|
Effect of stock-based compensation expense |
|
— |
|
— |
4 |
— |
— |
4 |
— |
4 |
|
Shares issued under stock option plan |
|
0.2 |
|
17 |
(3) |
— |
— |
14 |
— |
14 |
|
Balance as at September 30, 2024 |
|
933.3 |
|
|
$ 94 |
$ (28) |
$ 18,405 |
$ 44,143 |
$ 937 |
|
|
|
For the nine months ended September 30 |
|||||||||
|
(in millions of Canadian dollars except per share data) |
|
Common |
|
Share capital |
Additional paid-in capital |
Accumulated other comprehensive Income (loss) |
Retained earnings |
Total shareholders' equity |
Non- |
Total equity |
|
Balance as at January 1, 2025 |
|
933.5 |
|
|
$ 94 |
$ 2,680 |
$ 19,429 |
$ 47,892 |
$ 998 |
|
|
Net income (loss) |
|
— |
|
— |
— |
— |
3,064 |
3,064 |
(4) |
3,060 |
|
Contribution from non-controlling interest |
|
— |
|
— |
— |
— |
— |
— |
1 |
1 |
|
Other comprehensive loss (Note 7) |
|
— |
|
— |
— |
(1,078) |
— |
(1,078) |
(34) |
(1,112) |
|
Dividends declared ( |
|
— |
|
— |
— |
— |
(592) |
(592) |
— |
(592) |
|
Effect of stock-based compensation expense |
|
— |
|
— |
25 |
— |
— |
25 |
— |
25 |
|
Common Shares repurchased (Note 11) |
|
(33.4) |
|
(939) |
— |
— |
(2,726) |
(3,665) |
— |
(3,665) |
|
Shares issued under stock option plan |
|
1.0 |
|
65 |
(13) |
— |
— |
52 |
— |
52 |
|
Balance as at September 30, 2025 |
|
901.1 |
|
|
$ 106 |
$ 1,602 |
$ 19,175 |
$ 45,698 |
$ 961 |
|
|
Balance as at January 1, 2024 |
|
932.1 |
|
|
$ 88 |
$ (618) |
$ 16,420 |
$ 41,492 |
$ 919 |
|
|
Net income (loss) |
|
— |
|
— |
— |
— |
2,517 |
2,517 |
(3) |
2,514 |
|
Contribution from non-controlling interest |
|
— |
|
— |
— |
— |
— |
— |
2 |
2 |
|
Other comprehensive income (Note 7) |
|
— |
|
— |
— |
590 |
— |
590 |
19 |
609 |
|
Dividends declared ( |
|
— |
|
— |
— |
— |
(532) |
(532) |
— |
(532) |
|
Effect of stock-based compensation expense |
|
— |
|
— |
20 |
— |
— |
20 |
— |
20 |
|
Shares issued under stock option plan |
|
1.2 |
|
70 |
(14) |
— |
— |
56 |
— |
56 |
|
Balance as at September 30, 2024 |
|
933.3 |
|
|
$ 94 |
$ (28) |
$ 18,405 |
$ 44,143 |
$ 937 |
|
|
See Notes to Interim Consolidated Financial Statements. |
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(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
These unaudited interim consolidated financial statements ("Interim Consolidated Financial Statements") have been prepared in accordance with accounting principles generally accepted in the
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
Recently adopted accounting standards
The accounting standards that have become effective during the three and nine months ended September 30, 2025 did not have a material impact on the Interim Consolidated Financial Statements.
Accounting standards not yet adopted
Recently issued accounting pronouncements are not expected to have a material impact on the Company's financial position or results of operations when they are adopted.
3 Revenues
The following table presents disaggregated information about the Company's revenues from contracts with customers by major source:
|
|
For the three months |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Grain |
$ 702 |
$ 668 |
$ 2,233 |
$ 2,063 |
|
Coal |
255 |
248 |
768 |
693 |
|
Potash |
167 |
144 |
490 |
461 |
|
Fertilizers and sulphur |
102 |
91 |
314 |
298 |
|
Forest products |
193 |
198 |
605 |
603 |
|
Energy, chemicals and plastics |
701 |
712 |
2,171 |
2,109 |
|
Metals, minerals and consumer products |
458 |
443 |
1,350 |
1,347 |
|
Automotive |
343 |
333 |
988 |
956 |
|
Intermodal |
668 |
624 |
2,026 |
1,892 |
|
Total freight revenues |
3,589 |
3,461 |
10,945 |
10,422 |
|
Non-freight excluding leasing revenues |
45 |
42 |
130 |
148 |
|
Revenues from contracts with customers |
3,634 |
3,503 |
11,075 |
10,570 |
|
Leasing revenues |
27 |
46 |
80 |
102 |
|
Total revenues |
$ 3,661 |
$ 3,549 |
$ 11,155 |
$ 10,672 |
4 Gain on sale of equity investment
On April 1, 2025, CPKC sold its
5 Income taxes
The effective income tax rate including discrete items for the three and nine months ended September 30, 2025 was
For the three months ended September 30, 2025, the effective income tax rate was
For the three months ended September 30, 2024, the effective income tax rate was
For the nine months ended September 30, 2025, the effective income tax rate was
For the nine months ended September 30, 2024, the effective income tax rate was
Mexican Tax Settlements
During the nine months ended September 30, 2025, the Company received final audit letters for Kansas City Southern de México, S.A. de C.V. (also known as Canadian Pacific Kansas City Mexico) ("CPKCM") for 2021 and a payment of
2014 Tax Assessment
CPKCM's 2014 Tax Assessment is currently in litigation (see Note 14).
6 Earnings per share
|
|
For the three months |
For the nine months |
||
|
(in millions, except per share data) |
2025 |
2024 |
2025 |
2024 |
|
Net income attributable to controlling shareholders |
$ 920 |
$ 837 |
$ 3,064 |
$ 2,517 |
|
Weighted-average basic shares outstanding |
910.4 |
933.2 |
922.4 |
932.8 |
|
Dilutive effect of stock options |
1.0 |
2.1 |
1.0 |
2.0 |
|
Weighted-average diluted shares outstanding |
911.4 |
935.3 |
923.4 |
934.8 |
|
Earnings per share - basic |
$ 1.01 |
$ 0.90 |
$ 3.32 |
$ 2.70 |
|
Earnings per share - diluted |
$ 1.01 |
$ 0.90 |
$ 3.32 |
$ 2.69 |
For the three and nine months ended September 30, 2025, there were 2.2 million and 1.8 million options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive (three and nine months ended September 30, 2024 - 0.5 million and 0.5 million, respectively).
7 Changes in Accumulated other comprehensive income ("AOCI") by component
Changes in AOCI and Accumulated other comprehensive loss ("AOCL") attributable to controlling shareholders, net of tax, by component are as follows:
|
|
For the three months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Foreign currency |
Derivatives |
Pension and post- retirement defined benefit plans |
Equity |
Total |
|
Opening balance, July 1, 2025 |
$ 1,678 |
$ 11 |
$ (736) |
$ (2) |
$ 951 |
|
Other comprehensive income before reclassifications |
646 |
— |
— |
3 |
649 |
|
Amounts reclassified from AOCI |
— |
(1) |
3 |
— |
2 |
|
Net other comprehensive income (loss) |
646 |
(1) |
3 |
3 |
651 |
|
Balance as at September 30, 2025 |
$ 2,324 |
$ 10 |
$ (733) |
$ 1 |
$ 1,602 |
|
Opening balance, July 1, 2024 |
$ 1,816 |
$ 8 |
$ (1,446) |
$ 1 |
$ 379 |
|
Other comprehensive loss before reclassifications |
(412) |
— |
— |
(5) |
(417) |
|
Amounts reclassified from AOCL |
— |
1 |
9 |
— |
10 |
|
Net other comprehensive (loss) income |
(412) |
1 |
9 |
(5) |
(407) |
|
Balance as at September 30, 2024 |
$ 1,404 |
$ 9 |
$ (1,437) |
$ (4) |
$ (28) |
|
|
For the nine months ended September 30 |
||||
|
|
Foreign currency |
Derivatives |
Pension and post- retirement defined benefit plans |
Equity |
Total |
|
Opening balance, January 1, 2025 |
$ 3,413 |
$ 10 |
$ (738) |
$ (5) |
$ 2,680 |
|
Other comprehensive loss before reclassifications |
(1,089) |
— |
— |
6 |
(1,083) |
|
Amounts reclassified from AOCI |
— |
— |
5 |
— |
5 |
|
Net other comprehensive (loss) income |
(1,089) |
— |
5 |
6 |
(1,078) |
|
Balance as at September 30, 2025 |
$ 2,324 |
$ 10 |
$ (733) |
$ 1 |
$ 1,602 |
|
Opening balance, January 1, 2024 |
$ 837 |
$ 5 |
$ (1,463) |
$ 3 |
$ (618) |
|
Other comprehensive income (loss) before reclassifications |
567 |
— |
— |
(7) |
560 |
|
Amounts reclassified from AOCL |
— |
4 |
26 |
— |
30 |
|
Net other comprehensive income (loss) |
567 |
4 |
26 |
(7) |
590 |
|
Balance as at September 30, 2024 |
$ 1,404 |
$ 9 |
$ (1,437) |
$ (4) |
$ (28) |
8 Accounts receivable, net
|
(in millions of Canadian dollars) |
As at September 30, 2025 |
As at December 31, 2024 |
|
Total accounts receivable |
$ 2,247 |
$ 2,066 |
|
Allowance for credit losses |
(129) |
(98) |
|
Total accounts receivable, net |
$ 2,118 |
$ 1,968 |
9 Debt
During the nine months ended September 30, 2025, the Company repaid, at maturity, the remaining balance of
Issuance of long-term debt
During the nine months ended September 30, 2025, the Company issued
The issued notes pay interest semi-annually and carry a negative pledge.
Term credit facility
During the nine months ended September 30, 2025, the Company entered into, and fully repaid, a
Credit facility
Effective August 20, 2025, the Company amended its revolving credit facility agreement (the "facility") to extend the maturity dates of its five-year
Commercial paper program
The Company has a commercial paper program, under which it may issue up to a maximum aggregate principal amount of
10 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
B. Financial risk management
Foreign exchange ("FX") management
Net investment hedge
The majority of the Company's
Mexican Peso -
The Company's Mexican subsidiaries have net
The Company measured the foreign currency derivative contracts at fair value each period and recognized any change in "Other expense (income)". The cash flows associated with these instruments were classified as "Operating activities" in the Interim Consolidated Statements of Cash Flows. The Company's foreign currency forward contracts were executed with counterparties in the
On January 12, 2024, the Company settled all outstanding foreign currency forward contracts, resulting in a cash outflow of
11 Share repurchases
On February 27, 2025, the Company announced a normal course issuer bid ("NCIB"), commencing March 3, 2025, to purchase up to 37.3 million Common Shares in the open market for cancellation on or before March 2, 2026. All purchases were made in accordance with the respective NCIB at prevailing market prices plus brokerage fees, with consideration allocated to "Share capital" up to the average carrying amount of the shares and any excess allocated to "Retained earnings".
In accordance with Canadian tax legislation, the Company has accrued for a
The following table provides activities under the share repurchase program:
|
|
For the three months |
For the nine months |
|
|
2025 |
2025 |
|
Number of Common Shares repurchased(1) |
17,726,296 |
34,089,408 |
|
Weighted-average price per share(2) |
|
|
|
Amount of repurchase (in millions of Canadian dollars)(1)(2) |
|
|
|
(1) Includes shares repurchased but not yet cancelled at end of period. |
|
(2) Includes brokerage fees and applicable tax on share repurchases. |
12 Pension and other benefits
During the three and nine months ended September 30, 2025, the Company made contributions to its defined benefit pension plans of
Net periodic benefit (recovery) cost for defined benefit pension plans and other benefits included the following components:
|
|
For the three months ended September 30 |
|||||
|
|
Pensions |
Other benefits |
Total |
|||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
Current service cost |
$ 22 |
$ 21 |
$ 3 |
$ 3 |
$ 25 |
$ 24 |
|
Other components of net periodic benefit (recovery) cost: |
|
|
|
|
|
|
|
Interest cost on benefit obligation |
117 |
116 |
5 |
6 |
122 |
122 |
|
Expected return on plan assets |
(232) |
(223) |
— |
— |
(232) |
(223) |
|
Recognized net actuarial loss |
1 |
10 |
— |
— |
1 |
10 |
|
Amortization of prior service costs |
2 |
2 |
— |
— |
2 |
2 |
|
Total other components of net periodic benefit (recovery) cost |
(112) |
(95) |
5 |
6 |
(107) |
(89) |
|
Net periodic benefit (recovery) cost |
$ (90) |
$ (74) |
$ 8 |
$ 9 |
$ (82) |
$ (65) |
|
|
For the nine months ended September 30 |
|||||
|
|
Pensions |
Other benefits |
Total |
|||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
Current service cost |
$ 64 |
$ 63 |
$ 10 |
$ 9 |
$ 74 |
$ 72 |
|
Other components of net periodic benefit (recovery) cost: |
|
|
|
|
|
|
|
Interest cost on benefit obligation |
350 |
350 |
16 |
18 |
366 |
368 |
|
Expected return on plan assets |
(695) |
(668) |
— |
— |
(695) |
(668) |
|
Recognized net actuarial loss (gain) |
5 |
30 |
(1) |
— |
4 |
30 |
|
Amortization of prior service costs |
4 |
5 |
— |
— |
4 |
5 |
|
Total other components of net periodic benefit (recovery) cost |
(336) |
(283) |
15 |
18 |
(321) |
(265) |
|
Net periodic benefit (recovery) cost |
$ (272) |
$ (220) |
$ 25 |
$ 27 |
$ (247) |
$ (193) |
13 Stock-based compensation
As at September 30, 2025, 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 and nine months ended September 30, 2025 of
Stock options plan
In the nine months ended September 30, 2025, under the Company's stock options plan, the Company issued 967,335 options at the weighted-average price of
Under the fair value method, the fair value of the stock options at the grant date was approximately
Performance share unit plans
During the nine months ended September 30, 2025, the Company issued 611,516 Performance Share Units ("PSUs") with a grant date fair value of
The performance period for all PSUs and all PDSUs granted in the nine months ended September 30, 2025 is January 1, 2025 to December 31, 2027 and the performance factors are Free Cash Flow ("FCF") and Total Shareholder Return ("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 performance period for all of the 415,660 PSUs and 13,506 PDSUs granted in 2022 was January 1, 2022 to December 31, 2024, and the performance factors were FCF, Adjusted net debt to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization ("EBITDA"), TSR compared to the S&P/TSX 60 Index, and TSR compared to the S&P 500 Industrials Index. The resulting payout was
14 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 September 30, 2025 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
Following the derailment, MMAC sought court protection in
A number of legal proceedings, set out below, were commenced in
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 ofQuébec . These proceedings are stayed pending determination of the Attorney General ofQuébec ("AGQ") action (paragraph 2 below).- The AGQ sued the Company in the
Québec Superior Court claiming$409 million in damages, which was further amended and reduced to$231 million (the "AGQ Action"). The AGQ Action alleges that: (i) the Company was responsible for the petroleum crude oil from its point of origin until its delivery to Irving Oil Ltd.; and (ii) the Company is vicariously liable for the acts and omissions of the MMA Group. - A class action in the
Québec Superior Court on behalf of persons and entities residing in, owning or leasing property in, operating a business in, or physically present in Lac-Mégantic at the time of the derailment was certified against the Company on May 8, 2015 (the "Class Action"). Other defendants including MMAC and Mr. Thomas Harding ("Harding") were added to the Class Action on January 25, 2017. On November 28, 2019, the plaintiffs' motion to discontinue their action against Harding was granted. The Class Action seeks unquantified damages, including for wrongful death, personal injury, property damage, and economic loss. - Eight subrogated insurers sued the Company in the Québec Superior Court claiming approximately
$16 million in damages, which was amended and reduced to approximately$14 million (the "Promutuel Action"), and two additional subrogated insurers sued the Company claiming approximately$3 million in damages (the "Royal Action"). Both actions contain similar allegations as the AGQ Action. The actions do not identify the subrogated parties. As such, the extent of any overlap between the damages claimed in these actions and under the Plans is unclear. The Royal Action is stayed pending determination of the consolidated proceedings described below.
On December 11, 2017, the AGQ Action, the Class Action and the Promutuel Action were consolidated. The joint liability trial of these consolidated claims commenced on September 21, 2021 with oral arguments ending on June 15, 2022. TheQuébec 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 theQuébec Court of Appeal. On February 26, 2025, theQuébec 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 ofCanada . On May 30, 2025, the Company filed its response to the plaintiffs' leave applications. A damages trial will follow after the disposition of all appeals, if necessary. - Forty-eight plaintiffs (all individual claims joined in one action) sued the Company, MMAC, and Harding in the
Québec Superior Court claiming approximately$5 million in damages for economic loss and pain and suffering, and asserting similar allegations as in the Class Action and the AGQ Action. The majority of the plaintiffs opted-out of the Class Action and all but two are also plaintiffs in litigation against the Company, described in paragraph 7 below. This action is stayed pending determination of the consolidated claims described above. - The MMAR
U.S. bankruptcy estate representative commenced an action against the Company in November 2014 in the Maine Bankruptcy Court claiming that the Company failed to abide by certain regulations and seeking approximatelyU.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 will address that basis for summary judgement first, then will address other arguments for summary judgement, if necessary, afterwards. On October 8, 2025, the Court heard the Company's summary judgement motion. The Court's decision is pending. - 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 inIllinois andMaine , were all transferred and consolidated inFederal District Court inMaine (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 theU.S. First Circuit Court of Appeals, which dismissed the plaintiffs' appeal on June 2, 2021. The plaintiffs further petitioned theU.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 theU.S. Supreme Court on two bankruptcy procedural grounds. On May 31, 2022, theU.S. Supreme Court denied the petition, thereby rejecting the plaintiffs' appeal. - The trustee for the wrongful death trust commenced Carmack Amendment claims against the Company in North Dakota Federal Court, seeking to recover approximately
U.S. $6 million for damaged rail cars and lost crude oil and reimbursement for the settlement paid by the consignor and the consignee under the Plans (alleged to beU.S. $110 million andU.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 approximatelyU.S. $3.9 million plus pre-judgement interest, but declined to determine whether judgement reduction provisions were applicable, referring the parties to a court inMaine 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 inMaine 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, theU.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 theU.S. Eighth Circuit Court of Appeals for a rehearing. On August 7, 2025, theU.S. Eighth Circuit Court of Appeals denied the petition for a rehearing.
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
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 September 30, 2025, the 2014 Assessment, including inflation, interest, and penalties was Ps.6,471 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 and nine months ended September 30, 2025 was
Summary of Rail Data
|
|
Third Quarter |
|
Year-to-date |
||||||
|
Financial (in millions, except per share data) |
2025 |
2024 |
Total Change |
% Change |
|
2025 |
2024 |
Total Change |
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
Freight |
$ 3,589 |
$ 3,461 |
$ 128 |
4 |
|
$ 10,945 |
|
$ 523 |
5 |
|
Non-freight |
72 |
88 |
(16) |
(18) |
|
210 |
250 |
(40) |
(16) |
|
Total revenues |
3,661 |
3,549 |
112 |
3 |
|
11,155 |
10,672 |
483 |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
619 |
644 |
(25) |
(4) |
|
1,960 |
1,946 |
14 |
1 |
|
Fuel |
415 |
419 |
(4) |
(1) |
|
1,301 |
1,343 |
(42) |
(3) |
|
Materials |
114 |
99 |
15 |
15 |
|
362 |
290 |
72 |
25 |
|
Equipment rents |
109 |
89 |
20 |
22 |
|
311 |
253 |
58 |
23 |
|
Depreciation and amortization |
503 |
472 |
31 |
7 |
|
1,500 |
1,412 |
88 |
6 |
|
Purchased services and other |
565 |
623 |
(58) |
(9) |
|
1,725 |
1,809 |
(84) |
(5) |
|
Total operating expenses |
2,325 |
2,346 |
(21) |
(1) |
|
7,159 |
7,053 |
106 |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
1,336 |
1,203 |
133 |
11 |
|
3,996 |
3,619 |
377 |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
8 |
1 |
7 |
700 |
|
(1) |
(41) |
40 |
(98) |
|
Other components of net periodic benefit recovery |
(107) |
(89) |
(18) |
20 |
|
(321) |
(265) |
(56) |
21 |
|
Net interest expense |
222 |
192 |
30 |
16 |
|
646 |
598 |
48 |
8 |
|
Gain on sale of equity investment |
— |
— |
— |
— |
|
(333) |
— |
(333) |
100 |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
1,213 |
1,099 |
114 |
10 |
|
4,005 |
3,327 |
678 |
20 |
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expense |
307 |
257 |
50 |
19 |
|
921 |
773 |
148 |
19 |
|
Deferred income tax (recovery) expense |
(11) |
5 |
(16) |
(320) |
|
24 |
40 |
(16) |
(40) |
|
Income tax expense |
296 |
262 |
34 |
13 |
|
945 |
813 |
132 |
16 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ 917 |
$ 837 |
$ 80 |
10 |
|
$ 3,060 |
$ 2,514 |
$ 546 |
22 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to non-controlling interest |
(3) |
— |
(3) |
100 |
|
(4) |
(3) |
(1) |
33 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to controlling shareholders |
$ 920 |
$ 837 |
$ 83 |
10 |
|
$ 3,064 |
$ 2,517 |
$ 547 |
22 |
|
Operating ratio (%) |
63.5 |
66.1 |
(2.6) |
(260) bps |
|
64.2 |
66.1 |
(1.9) |
(190) bps |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
$ 1.01 |
$ 0.90 |
$ 0.11 |
12 |
|
$ 3.32 |
$ 2.70 |
$ 0.62 |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
$ 1.01 |
$ 0.90 |
$ 0.11 |
12 |
|
$ 3.32 |
$ 2.69 |
$ 0.63 |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
Weighted average number of basic shares outstanding (millions) |
910.4 |
933.2 |
(22.8) |
(2) |
|
922.4 |
932.8 |
(10.4) |
(1) |
|
Weighted average number of diluted shares outstanding (millions) |
911.4 |
935.3 |
(23.9) |
(3) |
|
923.4 |
934.8 |
(11.4) |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Exchange |
|
|
|
|
|
|
|
|
|
|
Average foreign exchange rate (U.S.$/Canadian$) |
0.72 |
0.74 |
(0.02) |
(3) |
|
0.71 |
0.74 |
(0.03) |
(4) |
|
Average foreign exchange rate (Canadian$/U.S.$) |
1.38 |
1.36 |
0.02 |
1 |
|
1.40 |
1.36 |
0.04 |
3 |
|
Average foreign exchange rate (Mexican peso/Canadian$) |
13.53 |
13.88 |
(0.35) |
(3) |
|
13.94 |
13.00 |
0.94 |
7 |
|
Average foreign exchange rate (Canadian$/Mexican peso) |
0.0739 |
0.0721 |
0.0018 |
2 |
|
0.0717 |
0.0769 |
(0.0052) |
(7) |
Summary of Rail Data (Continued)
|
|
Third Quarter |
|
Year-to-date |
||||||||
|
Commodity Data |
2025 |
2024 |
Total Change |
% Change |
FX Adjusted % Change(1) |
|
2025 |
2024 |
Total Change |
% Change |
FX Adjusted % Change(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freight Revenues (millions) |
|
|
|
|
|
|
|
|
|
|
|
|
- Grain |
$ 702 |
$ 668 |
$ 34 |
5 |
4 |
|
|
|
$ 170 |
8 |
6 |
|
- Coal |
255 |
248 |
7 |
3 |
3 |
|
768 |
693 |
75 |
11 |
10 |
|
- Potash |
167 |
144 |
23 |
16 |
15 |
|
490 |
461 |
29 |
6 |
5 |
|
- Fertilizers and sulphur |
102 |
91 |
11 |
12 |
11 |
|
314 |
298 |
16 |
5 |
3 |
|
- Forest products |
193 |
198 |
(5) |
(3) |
(3) |
|
605 |
603 |
2 |
— |
(2) |
|
- Energy, chemicals and plastics |
701 |
712 |
(11) |
(2) |
(2) |
|
2,171 |
2,109 |
62 |
3 |
1 |
|
- Metals, minerals and consumer products |
458 |
443 |
15 |
3 |
2 |
|
1,350 |
1,347 |
3 |
— |
— |
|
- Automotive |
343 |
333 |
10 |
3 |
2 |
|
988 |
956 |
32 |
3 |
4 |
|
- Intermodal |
668 |
624 |
44 |
7 |
7 |
|
2,026 |
1,892 |
134 |
7 |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Freight Revenues |
|
|
$ 128 |
4 |
3 |
|
$ 10,945 |
$ 10,422 |
$ 523 |
5 |
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freight Revenue per Revenue Ton-Mile ("RTM") (cents) |
|
|
|
|
|
|
|
|
|
|
|
|
- Grain |
5.03 |
5.06 |
(0.03) |
(1) |
(1) |
|
5.09 |
5.03 |
0.06 |
1 |
(1) |
|
- Coal |
4.19 |
4.17 |
0.02 |
— |
— |
|
4.28 |
4.08 |
0.20 |
5 |
4 |
|
- Potash |
3.24 |
3.21 |
0.03 |
1 |
— |
|
3.29 |
3.40 |
(0.11) |
(3) |
(5) |
|
- Fertilizers and sulphur |
8.01 |
7.80 |
0.21 |
3 |
2 |
|
8.01 |
7.76 |
0.25 |
3 |
1 |
|
- Forest products |
8.80 |
8.90 |
(0.10) |
(1) |
(2) |
|
8.93 |
8.98 |
(0.05) |
(1) |
(3) |
|
- Energy, chemicals and plastics |
7.46 |
7.46 |
— |
— |
(1) |
|
7.69 |
7.29 |
0.40 |
5 |
3 |
|
- Metals, minerals and consumer products |
9.25 |
9.11 |
0.14 |
2 |
1 |
|
9.29 |
9.26 |
0.03 |
— |
— |
|
- Automotive |
22.66 |
23.94 |
(1.28) |
(5) |
(6) |
|
23.73 |
25.88 |
(2.15) |
(8) |
(8) |
|
- Intermodal |
6.90 |
7.17 |
(0.27) |
(4) |
(4) |
|
6.95 |
7.21 |
(0.26) |
(4) |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Freight Revenue per RTM |
6.62 |
6.72 |
(0.10) |
(1) |
(2) |
|
6.70 |
6.70 |
— |
— |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freight Revenue per Carload |
|
|
|
|
|
|
|
|
|
|
|
|
- Grain |
|
|
$ 46 |
1 |
— |
|
|
|
$ 151 |
3 |
1 |
|
- Coal |
2,016 |
2,038 |
(22) |
(1) |
(1) |
|
2,113 |
2,045 |
68 |
3 |
3 |
|
- Potash |
3,531 |
3,547 |
(16) |
— |
(1) |
|
3,643 |
3,630 |
13 |
— |
(1) |
|
- Fertilizers and sulphur |
6,145 |
5,909 |
236 |
4 |
3 |
|
6,280 |
6,008 |
272 |
5 |
2 |
|
- Forest products |
6,050 |
5,841 |
209 |
4 |
3 |
|
6,080 |
5,776 |
304 |
5 |
3 |
|
- Energy, chemicals and plastics |
5,043 |
4,890 |
153 |
3 |
2 |
|
5,118 |
4,876 |
242 |
5 |
3 |
|
- Metals, minerals and consumer products |
3,655 |
3,464 |
191 |
6 |
5 |
|
3,599 |
3,434 |
165 |
5 |
4 |
|
- Automotive |
5,514 |
5,228 |
286 |
5 |
4 |
|
5,417 |
5,154 |
263 |
5 |
6 |
|
- Intermodal |
1,481 |
1,499 |
(18) |
(1) |
(2) |
|
1,505 |
1,536 |
(31) |
(2) |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Freight Revenue per Carload |
|
|
$ 1 |
— |
(1) |
|
|
|
$ 28 |
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)
|
|
Third Quarter |
|
Year-to-date |
||||||
|
Commodity Data |
2025 |
2024 |
Total Change |
% Change |
|
2025 |
2024 |
Total Change |
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
Millions of RTM |
|
|
|
|
|
|
|
|
|
|
- Grain |
13,950 |
13,193 |
757 |
6 |
|
43,862 |
41,003 |
2,859 |
7 |
|
- Coal |
6,081 |
5,951 |
130 |
2 |
|
17,937 |
16,997 |
940 |
6 |
|
- Potash |
5,158 |
4,484 |
674 |
15 |
|
14,881 |
13,559 |
1,322 |
10 |
|
- Fertilizers and sulphur |
1,273 |
1,167 |
106 |
9 |
|
3,920 |
3,838 |
82 |
2 |
|
- Forest products |
2,194 |
2,224 |
(30) |
(1) |
|
6,773 |
6,712 |
61 |
1 |
|
- Energy, chemicals and plastics |
9,400 |
9,548 |
(148) |
(2) |
|
28,249 |
28,911 |
(662) |
(2) |
|
- Metals, minerals and consumer products |
4,951 |
4,865 |
86 |
2 |
|
14,537 |
14,540 |
(3) |
— |
|
- Automotive |
1,514 |
1,391 |
123 |
9 |
|
4,163 |
3,694 |
469 |
13 |
|
- Intermodal |
9,679 |
8,697 |
982 |
11 |
|
29,131 |
26,234 |
2,897 |
11 |
|
|
|
|
|
|
|
|
|
|
|
|
Total RTMs |
54,200 |
51,520 |
2,680 |
5 |
|
163,453 |
155,488 |
7,965 |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
Carloads (thousands) |
|
|
|
|
|
|
|
|
|
|
- Grain |
132.3 |
127.0 |
5.3 |
4 |
|
408.6 |
388.2 |
20.4 |
5 |
|
- Coal |
126.5 |
121.7 |
4.8 |
4 |
|
363.5 |
338.8 |
24.7 |
7 |
|
- Potash |
47.3 |
40.6 |
6.7 |
17 |
|
134.5 |
127.0 |
7.5 |
6 |
|
- Fertilizers and sulphur |
16.6 |
15.4 |
1.2 |
8 |
|
50.0 |
49.6 |
0.4 |
1 |
|
- Forest products |
31.9 |
33.9 |
(2.0) |
(6) |
|
99.5 |
104.4 |
(4.9) |
(5) |
|
- Energy, chemicals and plastics |
139.0 |
145.6 |
(6.6) |
(5) |
|
424.2 |
432.5 |
(8.3) |
(2) |
|
- Metals, minerals and consumer products |
125.3 |
127.9 |
(2.6) |
(2) |
|
375.1 |
392.2 |
(17.1) |
(4) |
|
- Automotive |
62.2 |
63.7 |
(1.5) |
(2) |
|
182.4 |
185.5 |
(3.1) |
(2) |
|
- Intermodal |
451.1 |
416.3 |
34.8 |
8 |
|
1,346.0 |
1,231.9 |
114.1 |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Carloads |
1,132.2 |
1,092.1 |
40.1 |
4 |
|
3,383.8 |
3,250.1 |
133.7 |
4 |
|
|
Third Quarter |
|
Year-to-date |
||||||||
|
|
2025 |
2024 |
Total |
% |
FX |
|
2025 |
2024 |
Total |
% |
FX |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses (millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
$ 619 |
$ 644 |
$ (25) |
(4) |
(5) |
|
$ 1,960 |
$ 1,946 |
$ 14 |
1 |
1 |
|
Fuel |
415 |
419 |
(4) |
(1) |
(2) |
|
1,301 |
1,343 |
(42) |
(3) |
(4) |
|
Materials |
114 |
99 |
15 |
15 |
15 |
|
362 |
290 |
72 |
25 |
25 |
|
Equipment rents |
109 |
89 |
20 |
22 |
21 |
|
311 |
253 |
58 |
23 |
19 |
|
Depreciation and amortization |
503 |
472 |
31 |
7 |
6 |
|
1,500 |
1,412 |
88 |
6 |
5 |
|
Purchased services and other |
565 |
623 |
(58) |
(9) |
(10) |
|
1,725 |
1,809 |
(84) |
(5) |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
$ 2,325 |
$ 2,346 |
$ (21) |
(1) |
(2) |
|
$ 7,159 |
$ 7,053 |
$ 106 |
2 |
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)
|
|
Third Quarter |
|
Year-to-date |
||||||
|
|
2025 |
2024 |
Total Change |
% Change |
|
2025 |
2024 |
Total Change |
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
Operations Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross ton-miles ("GTMs") (millions) |
100,310 |
94,869 |
5,441 |
6 |
|
300,695 |
287,257 |
13,438 |
5 |
|
Train miles (thousands) |
11,589 |
11,257 |
332 |
3 |
|
35,353 |
34,776 |
577 |
2 |
|
Average train weight - excluding local traffic (tons) |
9,298 |
9,155 |
143 |
2 |
|
9,173 |
8,955 |
218 |
2 |
|
Average train length - excluding local traffic (feet) |
7,940 |
7,821 |
119 |
2 |
|
7,804 |
7,629 |
175 |
2 |
|
Average terminal dwell (hours) |
10.1 |
10.3 |
(0.2) |
(2) |
|
10.2 |
9.8 |
0.4 |
4 |
|
Average train speed (miles per hour, or "mph")(1) |
19.0 |
18.8 |
0.2 |
1 |
|
19.1 |
19.1 |
— |
— |
|
Locomotive productivity (GTMs / operating horsepower)(2) |
163 |
167 |
(4) |
(2) |
|
165 |
165 |
— |
— |
|
Fuel efficiency(3) |
1.021 |
1.016 |
0.005 |
— |
|
1.040 |
1.036 |
0.004 |
— |
|
|
102.4 |
96.4 |
6.0 |
6 |
|
312.6 |
297.7 |
14.9 |
5 |
|
Average fuel price ( |
2.94 |
3.19 |
(0.25) |
(8) |
|
2.98 |
3.32 |
(0.34) |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Employees and Workforce |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employees (average)(5) |
20,067 |
20,164 |
(97) |
— |
|
19,985 |
20,201 |
(216) |
(1) |
|
Total employees (end of period)(5) |
20,151 |
20,224 |
(73) |
— |
|
20,151 |
20,224 |
(73) |
— |
|
Workforce (end of period)(6) |
20,185 |
20,341 |
(156) |
(1) |
|
20,185 |
20,341 |
(156) |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Safety Indicators (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FRA personal injuries per 200,000 employee-hours |
0.92 |
0.95 |
(0.03) |
(3) |
|
0.88 |
0.98 |
(0.10) |
(10) |
|
FRA train accidents per million train-miles |
1.15 |
1.43 |
(0.28) |
(20) |
|
0.83 |
1.00 |
(0.17) |
(17) |
|
|
|
|
(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 |
|
(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 and FRA train accidents per million train-miles for the three and nine months ended September 30, 2024 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
Non-GAAP Performance and Liquidity Measures
Beginning in the first quarter 2025, Core adjusted operating income, Core adjusted operating ratio, Core adjusted income, Core adjusted diluted earnings per share ("EPS"), Adjusted free cash, and Adjusted net debt to adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio have been used in continuity of the Non-GAAP measures previously known as Core adjusted combined operating income, Core adjusted combined operating ratio, Core adjusted combined income, Core adjusted combined diluted EPS, Adjusted combined free cash, and Adjusted combined net debt to adjusted combined EBITDA ratio respectively. No adjustments are required to the previously presented Non-GAAP measures as reported in 2024 to present them on a comparable basis, as Kansas City Southern ("KCS") was consolidated within the Company's results throughout the whole year and therefore, no combination adjustments exist.
The Company uses Core adjusted operating income, Core adjusted operating ratio, Core adjusted income, and Core adjusted diluted EPS to evaluate 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 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, acquisition-related costs, adjustments to provisions and settlements of Mexican taxes, a gain on sale of an equity investment, discrete tax items, changes in income tax rates, changes to uncertain tax items, and certain items outside the control of management. Acquisition-related costs include legal, consulting, integration costs including third-party services and system migration, restructuring, and employee retention and synergy incentive costs. These items may not be non-recurring and may include items that are settled in cash. Specifically, due to the magnitude of the KCS acquisition, its significant impact to the Company's business and complexity of integrating the acquired business and operations, the Company continues to expect to incur acquisition-related costs beyond the year of acquisition. Management believes excluding these significant items from GAAP results provides an additional viewpoint which may give users a consistent understanding of the Company's financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these Non-GAAP financial measures may provide additional insight to investors and other external users of the Company's financial information.
In addition, these Non-GAAP measures exclude KCS purchase accounting. KCS purchase accounting represents the amortization of basis differences being the incremental depreciation and amortization in relation to fair value adjustments to properties and intangible assets, incremental amortization in relation to fair value adjustments to KCS's investments, amortization of the change in fair value of debt of KCS assumed on April 14, 2023 ("the Control Date"), and depreciation and amortization of fair value adjustments that are attributable to the non-controlling interest, as recognized within "Depreciation and amortization", "Other expense (income)", "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 that impact "Net income attributable to controlling shareholders" as reported on a GAAP basis for the first nine months of 2025, the twelve months of 2024 and the three months ended December 31, 2023 include:
2025:
- 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; - during the first nine months, acquisition-related costs of
$52 million in connection with the KCS acquisition ($39 million after current income tax recovery of$13 million ), including an expense of$16 million recognized in "Compensation and benefits" primarily related to synergy related incentive compensation and restructuring costs,$1 million recognized in "Materials", and$35 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 4 cents as follows:- in the third quarter, acquisition-related costs of
$13 million ($10 million after current income tax recovery of$3 million ) including costs of$4 million recognized in "Compensation and benefits", and$9 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 1 cent; and - in the second quarter, acquisition-related costs of
$19 million ($14 million after current income tax recovery of$5 million ) including costs of$7 million recognized in "Compensation and benefits", and$12 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; and - in the first quarter, acquisition-related costs of
$20 million ($15 million after current income tax recovery of$5 million ) including costs of$5 million recognized in "Compensation and benefits",$1 million recognized in "Materials", and$14 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.
- in the third quarter, acquisition-related costs of
2024:
- during the course of the year, a deferred income tax recovery of
$81 million on account of changes in tax rates, that favourably impacted Diluted EPS by 9 cents as follows:- in the fourth quarter, a deferred income tax recovery of
$78 million due to a decrease in theLouisiana 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 theArkansas state corporate income tax rate, that had minimal impact on Diluted EPS;
- in the fourth quarter, a deferred income tax recovery of
- during the course of the year, adjustments to provisions and settlements of Mexican taxes of
$4 million recovery ($2 million after deferred income tax expense of$2 million ) recognized in "Compensation and benefits", that had minimal impact on Diluted EPS as follows:- in the fourth quarter, adjustments to provisions and settlements of Mexican taxes of
$7 million recovery ($6 million after deferred income tax expense of$1 million ) recognized in "Compensation and benefits", that had minimal impact on Diluted EPS; - in the third quarter, adjustments to provisions and settlements of Mexican taxes of
$7 million recovery ($6 million after deferred income tax expense of$1 million ) recognized in "Compensation and benefits", that favourably impacted Diluted EPS by 1 cent; and - in the first quarter, adjustments to provisions and settlements of Mexican taxes of
$10 million expense ($10 million after deferred income tax recovery) recognized in "Compensation and benefits", that unfavourably impacted Diluted EPS by 1 cent; and
- in the fourth quarter, adjustments to provisions and settlements of Mexican taxes of
- during the course of the year, acquisition-related costs of
$112 million in connection with the KCS acquisition ($82 million after current income tax recovery of$30 million ), including an expense of$18 million recognized in "Compensation and benefits" primarily related to retention and synergy related incentive compensation costs,$6 million recognized in "Materials", and$88 million recognized in "Purchased services and other" primarily related to system migration, relocation expenses, legal and consulting fees, that unfavourably impacted Diluted EPS by 9 cents as follows:- in the fourth quarter, acquisition-related costs of
$22 million ($17 million after current income tax recovery of$5 million ) including costs of$1 million recognized in "Compensation and benefits",$1 million recognized in "Materials", and$20 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; - in the third quarter, acquisition-related costs of
$36 million ($26 million after current income tax recovery of$10 million ) including costs of$11 million recognized in "Compensation and benefits",$1 million recognized in "Materials", and$24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 3 cents; - in the second quarter, acquisition-related costs of
$28 million ($19 million after current income tax recovery of$9 million ) including costs of$2 million recognized in "Compensation and benefits",$2 million recognized in "Materials", and$24 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents; and - in the first quarter, acquisition-related costs of
$26 million ($20 million after current income tax recovery of$6 million ) including costs of$4 million recognized in "Compensation and benefits",$2 million recognized in "Materials", and$20 million recognized in "Purchased services and other", that unfavourably impacted Diluted EPS by 2 cents.
- in the fourth quarter, acquisition-related costs of
2023:
- a current tax expense of
$1 million related to a tax settlement with the Servicio de Administracion Tributaria that had minimal impact on Diluted EPS; - a deferred income tax recovery of
$7 million due to CPKC unitary state apportionment changes, that favourably impacted Diluted EPS by 1 cent; and - acquisition-related costs of
$32 million in connection with KCS acquisition ($24 million after current income tax recovery of$8 million ), including costs of$7 million recognized in "Compensation and benefits" primarily related to retention and synergy related incentive compensation costs,$1 million recognized in "Materials", and$24 million recognized in "Purchased services and other" primarily related to third party purchased services, 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 nine months of 2025, the twelve months of 2024 and the last three months ended December 31, 2023 was as follows:
2025:
- during the first nine months, KCS purchase accounting of
$282 million ($206 million after deferred income tax recovery of$76 million ), including costs of$268 million recognized in "Depreciation and amortization",$2 million recognized in "Purchased services and other" related to the amortization of equity investments,$16 million recognized in "Net interest expense",$1 million recognized in "Other expense (income)", and a recovery of$5 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 22 cents as follows:- 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 (income)", and a recovery of$2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.
- in the third quarter, KCS purchase accounting of
2024:
- during the course of the year, KCS purchase accounting of
$352 million ($256 million after deferred income tax recovery of$96 million ), including costs of$333 million recognized in "Depreciation and amortization",$3 million recognized in "Purchased services and other" related to the amortization of equity investments,$20 million recognized in "Net interest expense",$3 million recognized in "Other (income) expense", and a recovery of$7 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 27 cents as follows:- in the fourth quarter, KCS purchase accounting of
$93 million ($68 million after deferred income tax recovery of$25 million ), including costs of$87 million recognized in "Depreciation and amortization",$1 million recognized in "Purchased services and other",$6 million recognized in "Net interest expense",$1 million recognized in "Other (income) 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 (income) expense", and a recovery of$1 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents; - in the second quarter, KCS purchase accounting of
$86 million ($62 million after deferred income tax recovery of$24 million ), including costs of$82 million recognized in "Depreciation and amortization",$1 million recognized in "Purchased services and other",$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; and - in the first quarter, KCS purchase accounting of
$84 million ($61 million after deferred income tax recovery of$23 million ), including costs of$79 million recognized in "Depreciation and amortization",$1 million recognized in "Purchased services and other",$5 million recognized in "Net interest expense",$1 million recognized in "Other (income) expense", and a recovery of$2 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.
- in the fourth quarter, KCS purchase accounting of
2023:
- KCS purchase accounting of
$87 million ($62 million after deferred income tax recovery of$25 million ), including costs of$85 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", and a recovery of$5 million recognized in "Net loss attributable to non-controlling interest", that unfavourably impacted Diluted EPS by 7 cents.
Reconciliation of GAAP Performance Measures to Non-GAAP Performance 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 Earnings per Share
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 |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Net income attributable to controlling shareholders as reported |
$ 920 |
$ 837 |
$ 3,064 |
$ 2,517 |
|
Less: |
|
|
|
|
|
Significant items (pre-tax): |
|
|
|
|
|
Gain on sale of equity investment |
— |
— |
333 |
— |
|
Adjustments to provisions and settlements of Mexican taxes |
— |
7 |
— |
(3) |
|
Acquisition-related costs |
(13) |
(36) |
(52) |
(90) |
|
KCS purchase accounting |
(95) |
(89) |
(282) |
(259) |
|
Add: |
|
|
|
|
|
Tax effect of adjustments(1) |
(29) |
(33) |
(38) |
(95) |
|
Income tax rate changes |
— |
— |
— |
(3) |
|
Core adjusted income |
$ 999 |
$ 922 |
$ 3,027 |
$ 2,771 |
|
(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 |
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 |
For the nine months |
For the year |
||
|
|
2025 |
2024 |
2025 |
2024 |
2024 |
|
Diluted earnings per share as reported |
$ 1.01 |
$ 0.90 |
$ 3.32 |
$ 2.69 |
$ 3.98 |
|
Less: |
|
|
|
|
|
|
Significant items (pre-tax): |
|
|
|
|
|
|
Gain on sale of equity investment |
— |
— |
0.36 |
— |
— |
|
Adjustments to provisions and settlements of Mexican taxes |
— |
0.01 |
— |
— |
— |
|
Acquisition-related costs |
(0.02) |
(0.04) |
(0.06) |
(0.10) |
(0.12) |
|
KCS purchase accounting |
(0.10) |
(0.10) |
(0.30) |
(0.28) |
(0.38) |
|
Add: |
|
|
|
|
|
|
Tax effect of adjustments(1) |
(0.03) |
(0.04) |
(0.04) |
(0.11) |
(0.14) |
|
Income tax rate changes |
— |
— |
— |
— |
(0.09) |
|
Core adjusted diluted earnings per share |
$ 1.10 |
$ 0.99 |
$ 3.28 |
$ 2.96 |
$ 4.25 |
|
(1) |
The tax effect of adjustments was calculated as the pre-tax effect of the significant items and KCS purchase accounting listed above multiplied by the applicable tax rate for the above items of |
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 adjustments to provisions and settlement of Mexican taxes) that are reported within Operating income, and (2) KCS purchase accounting recognized in "Depreciation and amortization" and "Purchased services and other".
|
|
For the three months |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Operating income as reported |
$ 1,336 |
$ 1,203 |
$ 3,996 |
$ 3,619 |
|
Less: |
|
|
|
|
|
Adjustments to provisions and settlements of Mexican taxes |
— |
7 |
— |
(3) |
|
Acquisition-related costs |
(13) |
(36) |
(52) |
(90) |
|
KCS purchase accounting in Operating expenses |
(91) |
(85) |
(270) |
(248) |
|
Core adjusted operating income |
$ 1,440 |
$ 1,317 |
$ 4,318 |
$ 3,960 |
|
|
For the three months |
For the nine months |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
Operating ratio as reported |
63.5 % |
66.1 % |
64.2 % |
66.1 % |
|
Less: |
|
|
|
|
|
Adjustments to provisions and settlements of Mexican taxes |
— % |
(0.2) % |
— % |
0.1 % |
|
Acquisition-related costs |
0.3 % |
1.0 % |
0.5 % |
0.8 % |
|
KCS purchase accounting in Operating expenses |
2.5 % |
2.4 % |
2.4 % |
2.3 % |
|
Core adjusted operating ratio |
60.7 % |
62.9 % |
61.3 % |
62.9 % |
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 fluctuations, the cash flow impacts of acquisition-related costs associated with the KCS acquisition, settlements of Mexican taxes, settlement of foreign currency forward contracts, net of tax, and net proceeds from the sale of an equity investment, net of tax. The acquisition-related costs associated with the KCS acquisition, settlements of Mexican taxes, and settlement of foreign currency forward contracts, net of tax, are not indicative of operating trends and have been excluded from Adjusted free cash. Net proceeds from the sale of an equity investment, net of tax, is not indicative of investment trends and has also been excluded from Adjusted free cash. Adjusted free cash is useful to investors and other external users of the Company's 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 |
For the nine months |
||
|
(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|
Net cash provided by operating activities as reported |
$ 1,274 |
$ 1,272 |
$ 3,785 |
$ 3,565 |
|
Net cash used in investing activities |
(882) |
(760) |
(1,903) |
(2,084) |
|
Effect of foreign currency fluctuations on foreign currency-denominated cash and cash equivalents |
2 |
(10) |
(43) |
9 |
|
Less: |
|
|
|
|
|
Settlements of Mexican taxes |
— |
(1) |
(12) |
(2) |
|
Settlement of foreign currency forward contracts, net of tax |
— |
— |
— |
(46) |
|
Acquisition-related costs |
(12) |
(20) |
(35) |
(66) |
|
Net proceeds from sale of equity investment, net of tax |
(9) |
— |
400 |
— |
|
Adjusted free cash |
$ 415 |
$ 523 |
$ 1,486 |
$ 1,604 |
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
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 September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Freight revenues by line of business |
|
|
|
|
|
|
Grain |
$ 702 |
$ 668 |
$ 4 |
$ 672 |
4 |
|
Coal |
255 |
248 |
— |
248 |
3 |
|
Potash |
167 |
144 |
1 |
145 |
15 |
|
Fertilizers and sulphur |
102 |
91 |
1 |
92 |
11 |
|
Forest products |
193 |
198 |
1 |
199 |
(3) |
|
Energy, chemicals and plastics |
701 |
712 |
6 |
718 |
(2) |
|
Metals, minerals and consumer products |
458 |
443 |
4 |
447 |
2 |
|
Automotive |
343 |
333 |
4 |
337 |
2 |
|
Intermodal |
668 |
624 |
2 |
626 |
7 |
|
Freight revenues |
3,589 |
3,461 |
23 |
3,484 |
3 |
|
Non-freight revenues |
72 |
88 |
1 |
89 |
(19) |
|
Total revenues |
$ 3,661 |
$ 3,549 |
$ 24 |
$ 3,573 |
2 |
|
|
For the nine months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Freight revenues by line of business |
|
|
|
|
|
|
Grain |
$ 2,233 |
$ 2,063 |
$ 40 |
$ 2,103 |
6 |
|
Coal |
768 |
693 |
5 |
698 |
10 |
|
Potash |
490 |
461 |
7 |
468 |
5 |
|
Fertilizers and sulphur |
314 |
298 |
7 |
305 |
3 |
|
Forest products |
605 |
603 |
13 |
616 |
(2) |
|
Energy, chemicals and plastics |
2,171 |
2,109 |
40 |
2,149 |
1 |
|
Metals, minerals and consumer products |
1,350 |
1,347 |
9 |
1,356 |
— |
|
Automotive |
988 |
956 |
(4) |
952 |
4 |
|
Intermodal |
2,026 |
1,892 |
18 |
1,910 |
6 |
|
Freight revenues |
10,945 |
10,422 |
135 |
10,557 |
4 |
|
Non-freight revenues |
210 |
250 |
2 |
252 |
(17) |
|
Total revenues |
$ 11,155 |
$ 10,672 |
$ 137 |
$ 10,809 |
3 |
FX adjusted % changes in Operating expenses are as follows:
|
|
For the three months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Compensation and benefits |
$ 619 |
$ 644 |
$ 5 |
$ 649 |
(5) |
|
Fuel |
415 |
419 |
5 |
424 |
(2) |
|
Materials |
114 |
99 |
— |
99 |
15 |
|
Equipment rents |
109 |
89 |
1 |
90 |
21 |
|
Depreciation and amortization |
503 |
472 |
2 |
474 |
6 |
|
Purchased services and other |
565 |
623 |
5 |
628 |
(10) |
|
Total operating expenses |
$ 2,325 |
$ 2,346 |
$ 18 |
$ 2,364 |
(2) |
|
|
For the nine months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Compensation and benefits |
$ 1,960 |
$ 1,946 |
$ 4 |
$ 1,950 |
1 |
|
Fuel |
1,301 |
1,343 |
10 |
1,353 |
(4) |
|
Materials |
362 |
290 |
(1) |
289 |
25 |
|
Equipment rents |
311 |
253 |
8 |
261 |
19 |
|
Depreciation and amortization |
1,500 |
1,412 |
23 |
1,435 |
5 |
|
Purchased services and other |
1,725 |
1,809 |
16 |
1,825 |
(5) |
|
Total operating expenses |
$ 7,159 |
$ 7,053 |
$ 60 |
$ 7,113 |
1 |
FX adjusted % change in Operating income is as follows:
|
|
For the three months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Total revenues |
$ 3,661 |
$ 3,549 |
$ 24 |
$ 3,573 |
2 |
|
Total operating expenses |
2,325 |
2,346 |
18 |
2,364 |
(2) |
|
Operating income |
$ 1,336 |
$ 1,203 |
$ 6 |
$ 1,209 |
11 |
|
|
For the nine months ended September 30 |
||||
|
(in millions of Canadian dollars) |
Reported |
Reported |
Variance due to FX |
FX Adjusted |
FX Adjusted |
|
Total revenues |
$ 11,155 |
$ 10,672 |
$ 137 |
$ 10,809 |
3 |
|
Total operating expenses |
7,159 |
7,053 |
60 |
7,113 |
1 |
|
Operating income |
$ 3,996 |
$ 3,619 |
$ 77 |
$ 3,696 |
8 |
Adjusted Net Debt to Adjusted EBITDA Ratio
Adjusted net debt to adjusted EBITDA ratio is calculated as Adjusted net debt divided by Adjusted EBITDA. The Adjusted net debt to adjusted EBITDA ratio is a key credit measure used to assess the Company's financial capacity. The ratio provides information on the Company's ability to service its debt and other long-term obligations from operations, excluding significant items, and is an important performance criterion in determining certain elements of the Company's long-term incentive plan. The Adjusted net debt to adjusted EBITDA ratio which is reconciled below from the Long-term debt to Net income attributable to controlling shareholders ratio, the most comparable measure calculated in accordance with GAAP.
Calculation of Long-term Debt to Net Income Attributable to Controlling Shareholders 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) |
2025 |
2024 |
|
Long-term debt including long-term debt maturing within one year as at September 30 |
$ 23,891 |
$ 21,914 |
|
Net income attributable to controlling shareholders for the twelve months ended September 30 |
4,265 |
3,540 |
|
Long-term debt to Net income attributable to controlling shareholders ratio |
5.6 |
6.2 |
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 Consolidated Balance Sheets adjusted for pension plans' deficit, operating lease liabilities, Cash and cash equivalents, and the fair value adjustment to KCS debt on the Control Date which is recognized under Long-term debt on the Company's Consolidated Balance Sheets. Adjusted net debt is used as a measure of debt and long-term obligations as part of the calculation of Adjusted net debt to Adjusted EBITDA.
|
(in millions of Canadian dollars) |
2025 |
2024 |
|
Long-term debt including long-term debt maturing within one year as at September 30 |
$ 23,891 |
$ 21,914 |
|
Add: |
|
|
|
Pension plans deficit(1) |
162 |
174 |
|
Operating lease liabilities |
457 |
323 |
|
Fair value adjustment to KCS debt upon Control(2) |
469 |
475 |
|
Less: |
|
|
|
Cash and cash equivalents |
411 |
463 |
|
Adjusted net debt |
$ 24,568 |
$ 22,423 |
|
(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 Consolidated Statement of Income, excluding significant items reported in "Operating income" and "Other expense (income)", less "Other components of net periodic benefit recovery" recognized on the Company's 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 September 30, 2025 and 2024 can be found under the earlier section Core Adjusted Income and Core Adjusted Diluted Earnings Per Share.
|
|
For the twelve months ended |
|
|
(in millions of Canadian dollars) |
2025 |
2024 |
|
Net income attributable to controlling shareholders as reported |
$ 4,265 |
$ 3,540 |
|
Add: |
|
|
|
Net interest expense |
849 |
804 |
|
Income tax expense |
1,191 |
1,088 |
|
Depreciation and amortization |
1,988 |
1,869 |
|
Operating lease expense |
117 |
103 |
|
Less: |
|
|
|
Significant items (pre-tax): |
|
|
|
Adjustments to provisions and settlements of Mexican taxes |
7 |
(3) |
|
Acquisition-related costs |
(74) |
(122) |
|
Gain on sale of equity investment |
333 |
— |
|
Other components of net periodic benefit recovery |
408 |
338 |
|
Adjusted EBITDA |
$ 7,736 |
$ 7,191 |
Calculation of Adjusted Net Debt to Adjusted EBITDA Ratio
|
(in millions of Canadian dollars, except for ratios) |
2025 |
2024 |
|
Adjusted net debt as at September 30 |
$ 24,568 |
$ 22,423 |
|
Adjusted EBITDA for the twelve months ended September 30 |
7,736 |
7,191 |
|
Adjusted net debt to adjusted EBITDA ratio |
3.2 |
3.1 |
View original content to download multimedia:https://www.prnewswire.com/news-releases/cpkc-reports-solid-third-quarter-results-focused-on-growth-for-remainder-of-2025-302598831.html
SOURCE CPKC
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