KSU Kansas City Southern

Filed by Canadian Pacific Railway Limited

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934, as amended

Subject Company: Kansas City Southern

Commission File No. 001-04717

Date: September 1, 2021

The following is a transcript of Canadian Pacific Railway Limited’s investor call on September 1, 2021.

				Corrected Transcript

01-Sep-2021

Canadian Pacific Railway Ltd. (CP)

Business Update Call

		Total Pages: 11
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Canadian Pacific Railway Ltd. (CP)				Corrected Transcript
Business Update Call				01-Sep-2021

MANAGEMENT DISCUSSION SECTION

Operator: Hello, everyone, and welcome to the CP Investor Call. My name is Bethany, and I’ll be coordinating your call for you today. [Operator Instructions]

I would now hand the call over to your host, Chris de Bruyn, to begin. Chris, over to you.

Chris de Bruyn

Managing Director-Investor Relations & Treasury, Canadian Pacific Railway Ltd.

Thank you, Bethany. Good morning, everyone, and thank you for joining us today. Before we begin, I want to remind you this presentation contains forward-looking information. Actual results may differ materially. The risks, uncertainties and other factors that could influence actual results are described on slide 2 and in the press release filed with Canadian and US regulators.

With me here today is Keith Creel, our President and Chief Executive Officer; Nadeem Velani, our Executive Vice President and Chief Financial Officer; John Brooks, our Executive Vice President and Chief Marketing Officer; and David Meyer, Regulatory Counsel. The formal remarks will be followed by Q&A. In the interest of time, we’d appreciate if you limit your questions to one.

It is now my pleasure to introduce our President and CEO, Mr. Keith Creel.

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Canadian Pacific Railway Ltd. (CP)				Corrected Transcript
Business Update Call				01-Sep-2021

Keith Edward Creel

President, Chief Executive Officer & Director, Canadian Pacific Railway Ltd.

Thank you, Chris, and good morning. Thank you for joining us on such a short notice. Obviously, there’s a lot of activity occurring in the rail space. So, we’re going to keep the call short, keep it tight, be short on the comments, and obviously, take any questions you might have. We thought it was appropriate giving the STB’s ruling yesterday, number one, to reaffirm to the market that our offer that we made to the KCS board of directors just a few weeks ago, I believe on August the 9th, still stands.

It offers compelling value short and even more compelling value long-term for the KCS shareholder. And most importantly, our offer, we believe, ought to be deemed superior because we have deal certainty. It’s the only Class 1 combination that uniquely truly is end-to-end, that preserves and enhances competition, and to use Pat’s words back when we first announced our deal in March of this year, it is the perfect combination.

I’d like to thank and commend the STB for what was a very well-thought-out prescriptive decision, unanimous decision, a ruling that clearly represents the shippers’ best interests, the public’s best interests. It’s obvious that they put in their work to protect and strengthen the US rail network as well, which clearly has always been their mandate. They’ve never backed away from that. They’re men and women of their word, and I commend them for doing that.

If you’ve looked at the ruling, and I’m sure that you have as we have, it’s confirmed what we’ve always believed to be true. And I’ll use their words. A CP-KCS combination is substantially different, substantially different. Those are key words. It is an end-to-end merger, whereas the CN system overlaps with that of the KCS. The other undeniable fact, shifting to the unique attributes of our deal, is the point of deal certainty.

We’ve always said that for value to be realized, it has to be achievable. It can’t be illusory. We have deal certainty. This value is achievable. We have a timeline and a path to trust closing in the fourth quarter of this year. With that said, I know that probably some on this call and many have asked before, they may have questions about that path to closing. What do we need to do or not need to do when it comes to the STB relative to our merger application, which we have kept alive through this entire process in anticipation of being at this point today.

So, with that said, I’ve got Dave Meyer. Dave, obviously, many of you’ve been exposed to him. But David Meyer is the lawyer that has advised us since day one along this path. Certainly, he’s got it right. He clearly understands what’s required. He clearly understands what the regulator expects, and we clearly intend to obviously satisfy the regulator’s expectations.

With that said, let me turn it over to David. I’m going to ask David to walk through what’s next, what does the path look like, assuming and anticipation of a successful conclusion of being deemed superior by the KCS board of directors, which is where we hope and anticipate this journey will lead us to, what happens then. So, Dave, over to you.

David L. Meyer

Principal, Law Office of David L. Meyer

Thank you, Keith. The path is pretty straightforward. We’ve been working on an application for quite a while, as folks who’ve been following this matter closely will know. We have a – we filed a notice of intent to file an application back in March. That notice anticipated a filing of between three and six months from March 23. Six months is September 23. We anticipate that, if KCS comes back on board, we would work with them to get an application on file by then or soon thereafter.

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Canadian Pacific Railway Ltd. (CP)				Corrected Transcript
Business Update Call				01-Sep-2021

There’s no issue with going beyond the 23rd, other than that we would have to amend our notice of intent to indicate that we will file our application later. I think under the circumstances, it’s pretty clear we have good reason for going beyond that date in light of the events. Beyond that, there really is nothing more. The transaction we’d be applying for approval of would be the same transaction, the way the STB regulations and precedent apply here. The transaction is control of KCS and its railroad carrier subsidiaries. The deal that’s on the table right now is the exact same transaction.

There may be some details about consideration and the like that are different, but that’s immaterial from the standpoint of filing an application pursuant to that notice of intent in the 36500 docket. So, that’s a docket, as you all know, where we have the waiver from the new rules, operative, and the approval from the STB to use a voting trust. And again, nothing material about the voting trust agreement is changing either. So, the bottom line is we file an application under the old rules, seeking the STB approval for a common control of KCS and CP, and we proceed forward to close into trust as soon as other closing conditions are satisfied.

Keith Edward Creel

President, Chief Executive Officer & Director, Canadian Pacific Railway Ltd.

Okay. Thank you, Dave. So, listen, the last few comments I’ll make and then we’ll open it up to questions. Again, the facts matter. We’ve remained consistent from the very beginning. We believed in this deal. We believed in the unique value that this combination uniquely unlocks for shippers, for shareholders, for employees, for commerce, for three countries. Nothing’s changed. We remain consistent. We’ve got the team to execute. We’ve got $1 billion of synergies to unlock. This team is ready to go to work.

We’re ready to engage with the KCS board of directors. Obviously, I commend them. They’ve done a phenomenal job, representing their shareholders’ best interests, which gives me faith and a belief that that’s not going to change. They’re in the driver’s seat, obviously. The KCS shareholders need to get some direction. Let them know where you want to go. There is a path to deal certainty and compelling value creation that uniquely is available with CP and KCS.

So, with that said, let me stop my comments and we’ll open it up to Q&A.

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Canadian Pacific Railway Ltd. (CP)				Corrected Transcript
Business Update Call				01-Sep-2021

QUESTION AND ANSWER SECTION

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Canadian Pacific Railway Ltd. (CP)				Corrected Transcript
Business Update Call				01-Sep-2021

Disclaimer

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Forward-Looking Statements and Information

This transcript includes certain forward-looking statements and forward looking information (collectively, FLI). FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.

Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: changes in business strategies and strategic opportunities; 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; potential changes in the CP share price; the ability of management of CP, its subsidiaries and affiliates to execute key priorities; general North American 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 and the U.S.; North American and global economic growth; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; 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 CP’s budgeted capital expenditures in carrying out CP’s business plan; services and infrastructure; the satisfaction by third parties of their obligations to CP; 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 or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada and the U.S.; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; regulatory and legislative decisions and actions; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches 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; and the pandemic created by the outbreak of COVID-19 and resulting effects on CP’s business, operating results, cash flows and/or financial condition, as well as 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, and disruptions to global supply chains.

We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CP with Canadian and U.S. securities regulators. Reference should be made to “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” in CP’s annual and interim reports on Form 10-K and 10-Q. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.

Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this transcript is expressly qualified in its entirety by these cautionary statements.

Additional Information and Where to Find It

Canadian Pacific Railway Limited (“CP”) has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) to be used to solicit votes of the stockholders of Kansas City Southern, a Delaware corporation (“KCS”), against the proposal to adopt the Agreement and Plan of Merger, dated as of May 21, 2021 (the “CN Merger Agreement”), by and among Canadian National Railway Company, a Canadian corporation (“CN”), Brooklyn Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of CN, and KCS. Additionally, in furtherance of CP’s proposed transaction with KCS and subject to future developments, CP (and, if a negotiated transaction is agreed, KCS) may file one or more proxy statements, registration statements, prospectuses or other documents with the SEC or applicable securities regulators in Canada. This transcript is not a substitute for any proxy statement, registration statement, prospectus or other document CP and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.

INVESTORS AND STOCKOLDERS OF KCS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ALONG WITH ANY FUTURE PROXY STATEMENT(S) AND OTHER PROXY MATERIALS, REGISTRATION STATEMENT(S), PROSPECTUS(ES) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTIONS CONTEMPLATED BY THE CN MERGER AGREEMENT, CP’S PROPOSED TRANSACTION WITH KCS AND RELATED MATTERS AND DEVELOPMENTS. THE DEFINITIVE PROXY STATEMENT ALSO INCLUDES INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS IN CP’S PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS THEREIN.

THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION, INVESTORS AND STOCKHOLDERS MAY OBTAIN FREE COPIES OF THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC ONLINE AT INVESTOR.CPR.CA, OR UPON REQUEST TO CP’S PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT (212) 750-5833 OR TOLL-FREE AT (877) 456-3442.

No Offer or Solicitation

This transcript shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.