EXPLANATORY NOTE
On April 14, 2023, Canadian Pacific Railway Limited (“CPRL” or “CP”) assumed control of Kansas City Southern (“KCS”) (through an indirect wholly-owned subsidiary), and filed articles of amendment to change CPRL’s name to Canadian Pacific Kansas City Limited (“CPKC” or “Company”). CPKC owns and operates the only freight railway spanning Canada, the United States (“U.S.”), and Mexico. CPKC provides rail and intermodal transportation services over a network of approximately 20,000 miles, serving principal business centres across Canada, the U.S., and Mexico. CPKC transports bulk commodities, merchandise freight, and intermodal traffic.
CPKC, a corporation incorporated under the (the “Company”), qualifies as a foreign private issuer in the U.S. for purposes of , as amended (the “Exchange Act”). Although as a foreign private issuer the Company is not required to do so, the Company currently continues to file annual reports on Form The Company prepares and files a management proxy circular and related material under Canadian requirements. As the Company’s management proxy circular is not filed pursuant to Regulation 14A, the Company may not incorporate by reference information required by Part III of its Form
Canada Business Corporations Act
the Securities Exchange Act of 1934
10-K,
quarterly reports on Form 10-Q,
and current reports on Form 8-K
with the Securities and Exchange Commission (“SEC”) instead of filing reports on forms available to foreign private issuers.10-K
from its management proxy circular. The Company filed its Annual Report on Form
10-K
for the fiscal year ended December 31, 2023 (“2023 Form 10-K”)
on February 27, 2024. In reliance upon and as permitted by Instruction G(3) to Form 10-K,
the Company is filing this Amendment No. 1 on Form 10-K/A
in order to include in the 2023 Form 10-K
the Part III information not previously included in the 2023 Form 10-K.
Unless indicated otherwise or the context otherwise requires, in this this Amendment No. 1 on Form
10-K/A,
references to Canadian Pacific Kansas City Limited, CPKC, the Company, or the Corporation, “we”, “us” or “our” with respect to or including a time period prior to April 14, 2023 (being the Control Date) refer to or include the Company as it existed prior to (i) completion of the acquisition of control of KCS and (ii) its name change from “Canadian Pacific Railway Limited” to “Canadian Pacific Kansas City Limited”. Any references herein to “on a standalone basis” or other references to “standalone” refer to the Company either prior to the acquisition of control of KCS, or otherwise excluding KCS. No attempt has been made in this Amendment No. 1 on Form
10-K/A
to modify or update the other disclosures presented in the 2023 Form 10-K.
Unless otherwise specified, this Amendment No. 1 on Form 10-K/A
does not reflect events occurring after the filing of the 2023 Form 10-K.
Accordingly, this Amendment No. 1 on Form 10-K/A
should be read in conjunction with the 2023 Form 10-K
and the Company’s other filings with the SEC. References to GAAP mean generally accepted accounting principles in the United States.
All references to our websites contained herein do not constitute incorporation by reference of information contained on such websites and such information should not be considered part of this document.
