Second Quarter 2021 Earnings Presentation - Kansas City ...
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Safe Harbor Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. In addition, management may make forward-looking statements orally or in other writing, including, but not limited to, in press releases, quarterly earnings calls, executive presentations, in the annual report to stockholders and in other filings with the Securities and Exchange Commission. Readers can usually identify these forward-looking statements by the use of such words as "may," "will," "should," "likely," "plans," "projects," "expects," "anticipates," "believes" or similar words. These statements involve a number of risks and uncertainties. Actual results could materially differ from those anticipated by such forward-looking statements as a result of a number of factors or combination of factors including, but not limited: the merger with Canadian National Railway Company ("CN") is subject to various closing conditions and there can be no assurances as to whether and when it may be completed; failure to complete the Company’s merger with CN could negatively impact the Company’s stock price and future business and financial results; Company’s stockholders cannot be sure of the value of the merger consideration they will receive from CN in the merger; lawsuits may be filed against the Company and/or CN challenging the transactions contemplated by the merger between, among others, the Company and CN; the shares of CN common stock to be received by the Company’s stockholders upon completion of the merger will have different rights from shares of the Company’s common stock; after completion of the merger, CN may fail to realize the projected benefits and cost savings of the merger; public health threats or outbreaks of communicable diseases, such as the ongoing COVID-19 pandemic and its impact on KCS’s business, suppliers, consumers, customers, employees and supply chains; rail accidents or other incidents or accidents on KCS’s rail network or at KCS’s facilities or customer facilities involving the release of hazardous materials, including toxic inhalation hazards; legislative and regulatory developments and disputes, including environmental regulations; loss of the rail concession of Kansas City Southern’s subsidiary, Kansas City Southern de México, S.A. de C.V.; domestic and international economic, political and social conditions; disruptions to the Company’s technology infrastructure, including its computer systems; increased demand and traffic congestion; the level of trade between the United States and Asia or Mexico; fluctuations in the peso-dollar exchange rate; natural events such as severe weather, hurricanes and floods; the outcome of claims and litigation involving the Company or its subsidiaries; competition and consolidation within the transportation industry; the business environment in industries that produce and use items shipped by rail; the termination of, or failure to renew, agreements with customers, other railroads and third parties; fluctuation in prices or availability of key materials, in particular diesel fuel; access to capital; climate change and the market and regulatory responses to climate change; dependency on certain key suppliers of core rail equipment; changes in securities and capital markets; unavailability of qualified personnel; labor difficulties, including strikes and work stoppages; acts of terrorism or risk of terrorist activities, war or other acts of violence; and other factors affecting the operation of the business; and other risks identified in this presentation, in KCS's Annual Report on Form 10-K for the year ended December 31, 2020, and in other reports filed by KCS with the Securities and Exchange Commission. Forward-looking statements reflect the information only as of the date on which they are made. KCS does not undertake any obligation to update any forward-looking statements to reflect future events, developments, or other information. Reconciliation to U.S. GAAP Financial Information In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying presentation contains non-GAAP financial measures. These non-GAAP measures should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and liquidity, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. All reconciliations to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP can be found on the KCS's website in the Investors section. This presentation contains forecasted financial measures including Adjusted Operating Ratio, Adjusted Diluted Earnings per Share, and Free Cash Flow, which are non-GAAP financial measures. The Company did not reconcile these forecasted financial measures to the most comparable GAAP measure because certain information necessary to © KANSAS CITY SOUTHERN calculate such measures on a GAAP basis was unavailable or dependent on the timing of future events outside of the Company's control. For example, the GAAP numbers included the strengthening or weakening of the Mexican Peso to U.S. Dollar and changes in fuel price, both of which could have a significant impact on the Company's consolidated results. Therefore, the Company was unable to reconcile, without unreasonable efforts, the forecasted financial measures to the most comparable GAAP measure. 2
Today’s Presenters Pat Ottensmeyer President & CEO Mike Upchurch EVP & Chief Financial Officer Available for Q&A Adam Godderz SVP & Chief Legal Officer & Corp. Secertary John Orr EVP Operations Mike Naatz EVP & Chief Marketing Officer Oscar Del Cueto President & Executive Representative of KCSM Cuevas Sameh Fahmy EVP Precision Scheduled Railroading © KANSAS CITY SOUTHERN 4
CN and KCS Combination is Pro-Competitive and Will Benefit All Stakeholders ▪ Pro-competitive deal will deliver more choices to customers through the creation of new, single line service options, including direct and efficient rail options for truck freight between the U.S., Canada and Mexico ▪ Keeping gateways open on commercially reasonable terms is a major commitment that will ensure continued competition ▪ End-to-end merger seeks to create greater price transparency ▪ Proactive partnerships with passenger rail service in both Canada and the U.S. ▪ We are confident that voting trust meets STB insulation from control and public interest requirements ▪ Combination creates compelling opportunity – targeting $1B EBITDA synergies, primarily from growth ▪ There is widespread support for the merger, with over 1,750 letters of support filed with the STB © KANSAS CITY SOUTHERN CN-KCS will create a more competitive marketplace, provide new options for customers, and deliver compelling benefits for ports, employees and communities 5
Path to Completion - Expected Second-Half 2022 2021 CN-KCS 2022 Response to KCS CN-KCS CN-KCS Public Comments, Definitive Enter into File Jointly for including 1750+ Proxy KCS Special Obtain common control approval Definitive Voting Trust Letters of Support Statement Shareholder from STB and other applicable Agreement Approval Filed with the STB Filing Meeting regulatory authorities EXPECTED EXPECTED AFTER AUGUST MAY 21st MAY 26th JULY 6th JULY 7th SECOND SECOND FULL STB 19th HALF 2021 HALF 2022 APPROVAL PROGRESS TO DATE Following and subject to approval by KCS Voting trust shareholders, satisfaction or waiver of other terminated; CN customary closing conditions, Mexican acquires voting regulatory approvals, and prior approval by the rights and STB for the CN voting trust, CN will acquire KCS control of KCS shares and place them into voting trust; KCS shareholders receive consideration With 1750+ statements of support received, customers across all industries will benefit from the end-to- end CN-KCS combination that will expand North American trade and power economic prosperity. Unprecedented pro-competitive commitments will enhance route choice and provide all market © KANSAS CITY SOUTHERN participants, railroads and shippers a fair chance to compete. For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit ConnectedContinent.com 6
Concluding Thoughts • The CN-KCS combination is pro-competitive and will yield significant public benefits – We will increase customer options and keep all existing major gateways (existing options) available – We will enhance rail-to-rail competition with larger Class I’s – We are a true “end-to-end” merger with our commitment to divest the sole overlapping line resulting in zero overlap – We benefit both the global environment and local communities by converting truck traffic to rail • The joint CN-KCS filing to the STB on July 6 demonstrates that our proposed voting trust satisfies the STB’s test 1. It precludes premature control of KCS during the trust period; and 2. Approval of the proposed voting trust is in the public interest and causes no harms • CN and KCS respectfully look forward to a positive response from the STB on our voting trust and are fully committed to working towards a successful closing of our transaction – Highly strategic combination that will create value for both CN and KCS shareholders © KANSAS CITY SOUTHERN CN-KCS clearly and significantly enhances competition – now await final ruling on voting trust 7
KCS Second Quarter Overview ▪ Revenue increased 37%, due to higher volumes, higher fuel surcharge and FX ▪ $700 million CP termination fee included in reported operating expense; offsetting CN reimbursement will be recognized upon KCS shareholder vote ▪ Second quarter reported operating ratio of 157.6% – Second quarter adjusted operating ratio* of 61.4%, a 3.8 point improvement vs. prior year ▪ Second quarter reported diluted loss per share of $4.17 – Adjusted diluted earnings per share* of $2.06, an increase of 79% vs. prior year © KANSAS CITY SOUTHERN * Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 8
Revised Multi-Year Outlook Current Outlook Revenue Double-digit growth in 2021 Growth Operating ~60% in 2021 Ratio Between 56% - 57% in 2022 Earnings ~$9.00 in 2021 per Share Between $10.50 - $11.00 in 2022 Capital ~17% of revenue in 2021 & 2022 Expenditures Free Cash ~$700M in 2021 & 2022 Flow © KANSAS CITY SOUTHERN Revenue guidance assumes constant currency and fuel price; operating ratio, EPS and FCF are shown on an adjusted basis 9
Key Operating Metrics Q2 2021 vs. Q2 2020 Gross Ton Train Terminal Train Fuel Miles Velocity Dwell Length Efficiency 25.7 Billion 12.2 mph 26.1 hours 6,778 feet 1.22 30% Higher 29% Worse 29% Worse 2% Shorter 1% Worse Active Line of Road Transportation Mechanical Engineering Loco Fleet Crew Starts Headcount Headcount Headcount 1,009 24,826 3,386 793 1,364 39% Higher 39% Higher 8% Higher 3% Higher 4% Lower © KANSAS CITY SOUTHERN Increased Crew Starts, Locos & Headcount are Supporting Higher Volumes and Service Recovery 10
Network Performance Improving As Impacts from Initiatives & Focused Efforts Take Hold 2021 Weekly Velocity and Dwell 14 36 Track Speed Increases & Tonnage Rating Reviews 13 33 Grain Network Focused Effort Velocity (MPH) Dwell (Hours) 12 30 4-Hour Border KCSR New Crews Window in Place Change 11 27 Sanchez Team Polar Vortex Monterrey Team Engagement Effort Engagement Effort 10 24 9 21 13 1 25 15 3 27 17 5 19 7 21 9 11 23 k k k k k © KANSAS CITY SOUTHERN ee ee ee ee k k ee k k k k k k k ee ee ee ee ee ee ee ee ee W W W W W W W W W W W W W W Building Infrastructure and Aligning Processes for a More Precise Service Delivery 11
Mike Upchurch © KANSAS CITY SOUTHERN EVP & Chief Financial Officer
Second Quarter Results Q2 2021 Q2 2020 Variance Carloads/Units (in thousands) 584.8 448.0 31% Revenues (in millions) $749.5 $547.9 37% Operating Ratio 157.6% 67.1% 90.5 points Adjusted Operating Ratio * 61.4% 65.2% (3.8) points Reported Diluted Earnings (Loss) ($4.17) $1.16 (459)% per Share Adjusted Diluted Earnings per $2.06 $1.15 79% Share * © KANSAS CITY SOUTHERN *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 13
Second Quarter Revenue Summary Q2 2021 vs. Q2 2020 Q2 2021 Q2 2020 Variance RPU Reconciliation Q2 2020 RPU $1,143 Reported Revenues (in millions) $749.5 $547.9 37% Fuel Price 46 Carloads (in thousands) 584.8 448.0 31% Foreign Exchange 34 Mix / Pricing / Other (5) Excluding the impact of fuel price and F/X, Q2 2021 revenues increased 30% YoY * Q2 2021 RPU $1,218 217% 139% 47% 43% 43% 37% 39% 31% 33% 20% 22% 9% 10% 14% 10% 7% 7% © KANSAS CITY SOUTHERN -3% Chemical & Industrial & Agriculture & Energy Intermodal Automotive Petroleum Consumer Minerals Carloads RPU Revenue * Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 14
Adjusted Operating Expenses* Increased 29% $ in $ in millions Total Adjusted Operating Expenses millions $128.4 Q2 2020 Expense † $357 Comp & Benefits $103.8 Fuel Price: U.S. 13 $79.0 Mexico 6 Fuel $39.5 Foreign Exchange 16 $24.1 Fuel Consumption 13 Equipment Overtime and recrews 10 $18.1 One-Time Contract Dispute 9 $91.2 D&A Locomotive Materials 6 $89.3 Car Hire 6 $55.8 Wage & Benefit Inflation 6 Purchased Svcs $44.6 Incentive Compensation 4 Software and Programming 3 $81.9 Materials & Other Trackage Rights 3 $61.7 Employee Expenses 2 Q2 21 Q2 20 Other 6 †† Q2 2021 Expense $460 © KANSAS CITY SOUTHERN † Adjusted for restructuring charges †† Adjusted for merger costs * Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 15
Appendix 16 © KANSAS CITY SOUTHERN
CN-KCS: Safer. Faster. Cleaner. Stronger. A Fully End-to-End Merger • Preserve all existing gateways & create new single-line routes • Specific supply chain benefits • Significant environmental benefits • Support across broad stakeholder network • We are committed to work © KANSAS CITY SOUTHERN with the STB to address any demonstrated concerns 17
Overwhelming Support from Our Customers and Communities Commentary from Dr. William Huneke on Outpouring of Support from our Customers, CN’s open gateways commitment Communities, and Industry Experts Former Director of the Office of Economics and Chief Economist at STB • At end of comment period, over 1,750 letters of • “This commitment ensures that shippers who today enjoy support have been filed with the STB, including competitive joint line routings with either CN or KCS will continue more than 1,000 specifically requesting approval to have those routings available to them in a post CN/KCS merger of the proposed voting trust environment, even if a merged CN/KCS could handle the entire movement via a single-line routing.” • Support for voting trust and pro-competitive • “This means continued competition, and we know that combination from more than 30 elected officials, competition encourages lower rates, better service and including Congressmen Sam Graves and Bennie innovation.” Thompson • “The commitment is not just about maintaining physical routings, but also about ensuring that the routings are commercially • Former STB Commissioner and Vice-Chairman reasonable to the shipper. What is meant by ‘open on William Clyburn, Jr. wrote in a Railway Age op-ed commercially reasonable terms’? This means all market dated June 10 that he believes the CN voting participants, railroads and shippers will benefit: They will get a fair trust addresses “unlawful control” and the “public chance to compete. They will pay and receive remunerative interest” standard under the new rules, and that rates and get efficient service. If a shipper is not happy with their as such, the voting trust should be approved service, they can switch to another carrier because they will still have a choice.” • “A CN/KCS combination will create a strong new rail-to-rail competitor that will provide new single-line rail movements in competition with other rail carriers. In addition, with the gateway © KANSAS CITY SOUTHERN commitment, shippers will also have the option to use an existing routing or other routings involving more than just the merged CN/ KCS.” 18
Compensation & Benefits Expense Increased 23%; Fuel Expense Increased 98% $ in Compensation & Benefits Quarterly Average millions Q2 2020 Expense $104 Employee Headcount Overtime and recrews 10 Decreased 1% Wage & Benefit Inflation 6 Foreign Exchange 5 Incentive Compensation 4 COVID-19 (2) 6,685 6,617 Other 1 Q2 2021 Expense $128 Q2 20 Q2 21 Locomotive Fuel Price ($ per gallon) $ in $2.51 Fuel Expense millions Q2 2020 Expense $40 $1.65 US $1.99 Fuel Price: U.S. 13 US $1.14 MX $2.99 Mexico 6 MX $2.17 MX $2.58* Consumption 13 © KANSAS CITY SOUTHERN Foreign Exchange 7 Q2 20 Q2 21 Q2 2021 Expense $79 * Assumes constant F/X. 19
Capital Allocation Highlights ($ in millions) Free Cash Flow* Capital Expenditures Return to Shareholders Share Repurchases Dividends $370 $226 $228 $294 $249 $173 $187 $75 $76 $98 YTD 20 YTD 21 YTD 20 YTD 21 YTD 20 YTD 21 ▪ YTD free cash flow* up 1% YoY; excluding $78M of locomotive lease buyouts in 2020 YTD adjusted free cash flow* is down 25% ▪ YTD CapEx up 33% YoY, primarily due to higher capacity investments ▪ YTD return to shareholders down 53%, as the share repurchase program has been terminated; dividends will remain at $0.54 per common share going forward – As final settlement of the 2020 Accelerated Share Repurchase Program, 233K shares were © KANSAS CITY SOUTHERN received during Q121, bringing the final ASR average price to $191.75 per share *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 20
Condensed Income Statement – Q2 ($ in millions, except EPS Diluted) Q2 2021 Q2 2020 Revenues $749.5 $547.9 Operating Expenses 1,181.2 367.5 Adjusted Operating Expenses* 460.4 357.0 Operating Income (Loss) (431.7) 180.4 Equity Earnings 3.4 0.2 Interest Expense (39.1) (38.1) Foreign Exchange Gain 6.8 7.8 Other Income, Net 1.0 0.8 Income (Loss) Before Income Taxes (459.6) 151.1 Income Tax Benefit (Expense) 81.6 (40.8) Net Income (Loss) $(378.0) $110.3 Reported Earnings (Loss) per Share Diluted $(4.17) $1.16 Adjusted Earnings per Share Diluted* $2.06 $1.15 © KANSAS CITY SOUTHERN Average Diluted Share Count (in thousands) 90,767 94,893 *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 21
Q2 Adjusted Diluted Earnings per Share* Q2 2021 Q2 2020 Reported $(4.17) $1.16 Merger Costs 6.26 — Restructuring Charges — 0.08 F/X Gain (0.05) (0.06) F/X Component of Income Taxes 0.02 (0.03) Adjusted $2.06 $1.15 © KANSAS CITY SOUTHERN *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 22
Effective Tax Rate Reconciliation Hedge and F/X Tax Impact Q2 2021 Effective Tax Rate Projected $ in millions Q2 21 Y/E 2021 5.7% 0.1% 1.3% 0.9% F/X Benefit in Income Tax (1.8)% $— $2 Expense 26.3% (9.4)% 21.0% 17.8% F/X Gain (Loss) on MX 8 (3) Peso Exposure U.S. Higher Global State Other Adjusted Foreign Impact of Reported Statutory Foreign Intangible Taxes ETR Exchange Termination ETR Unhedged F/X Income Rate Tax Rate Low-taxed 8 (1) Fee Statement Impact Income F/X Hedge Loss (1) (3) Net F/X Income $7 $(4) Statement Impact Q2 2020 Effective Tax Rate Note: Above amounts are net of tax at the 30% statutory Mexico tax rate 1.3% 1.5% 0.1% 4.9% Tax Outlook Through 2023 (1.8)% 28.8% 27.0% 21.0% 2021 Adjusted ETR ~27% 2022 - 2023 Adjusted ETR ~28% © KANSAS CITY SOUTHERN U.S. Higher Global State Other Foreign Reported Taxes Adjusted ETR Statutory Foreign Intangible Exchange ETR Rate Tax Rate Low-taxed Income 2021 Cash Tax Rate High Teens † 2022 - 2023 Cash Tax Rate High-20% † Cash tax rate impacted by fluctuations in 2021 FX 23
Estimated F/X Impacts on Adjusted Operating Income* KCSM MXN-Based Q2 2021 F/X F/X Adjusted $ in millions Q2 2021 Revenues & Expenses Impact B/(W) Q2 2021 Revenues $749.5 $126.1 $16.2 $733.3 Adjusted Operating Expenses* 460.4 117.0 (16.5) 443.9 Adjusted Operating Income* $289.1 $(0.3) $289.4 © KANSAS CITY SOUTHERN *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section. Note: Revenue and expense impacts are based on KCS’ actual peso-based transactions. The average MXN/USD exchange rates as published by Banco de México were 20.1 and 23.4 for the quarters ended June 30, 2021 and 2020, respectively. 24
Estimated F/X Impact – Q2 Estimated FX Reported Reported Reported Adjusted ($ in millions) Q2 2021 Q2 2020 Change Change Chemicals & Petroleum $232.5 $158.5 47% 45% Industrial & Consumer Products 144.6 120.6 20% 17% Agriculture & Minerals 139.9 114.4 22% 22% Energy 54.5 39.3 39% 36% Intermodal 91.1 63.5 43% 41% Automotive 49.4 15.6 217% 188% Other revenue 37.5 36.0 4% 1% Total revenues $749.5 $547.9 37% 34% Compensation and benefits $128.4 $103.8 24% 18% Purchased services 55.8 44.6 25% 21% Fuel 79.0 39.5 100% 83% Equipment costs 24.1 18.1 33% 33% Depreciation and amortization 91.2 89.3 2% 2% © KANSAS CITY SOUTHERN Materials and other 81.9 61.7 33% 29% † Total adjusted operating expenses * $460.4 $357.0 29% 24% † Adjusted for merger costs in 2021 and restructuring charges in 2020 *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 25
Second Quarter EPS Reconciliation Reported Adjusted* Q2 2020 Diluted Earnings Per Share $1.16 $1.15 Increase in Operating Income 0.74 0.74 Increase in Merger Costs (6.26) — Decrease in Restructuring Charges 0.08 — Increase in Equity Earnings and Other Income 0.02 0.02 Increase in Interest Expense (0.01) (0.01) Decrease in Tax Rate 0.03 0.08 Decrease in Share Count 0.08 0.08 Foreign Exchange Impact (0.01) — © KANSAS CITY SOUTHERN Q2 2021 Diluted Earnings (Loss) Per Share $(4.17) $2.06 *Non-GAAP financial measure; all reconciliations to GAAP can be found on the KCS website in the Investors section 26
Total Cross-Border† Volumes and Revenues † † Total Cross-Border Volumes Total Cross-Border Revenues ($ in millions) 42% 53% 187,500 $283.4 131,800 $184.7 Q2 20 Q2 21 Q2 20 Q2 21 Mexico Energy Reform Volumes and Revenues †† †† Energy Reform Revenues Energy Reform Volumes ($ in millions) 107% 121% 39,700 $88.2 © KANSAS CITY SOUTHERN 19,200 $40.0 Q2 20 Q2 21 Q2 20 Q2 21 † Cross border is defined as traffic that moves on Kansas City Southern both north and south of the U.S. / Mexico border. Traffic interchanged with a competing railroad at the border is not considered cross border. †† Cross-Border Franchise and Non-Franchise movements related to Mexico Energy Reform, as reported within Petroleum minor business unit. 27
† Cross-Border Intermodal and Lázaro Cárdenas Intermodal Volumes and Revenues † † Cross-Border Cross-Border Intermodal Revenues Intermodal Volumes ($ in millions) 37% 49% $28.0 40,400 29,500 $18.8 Q2 20 Q2 21 Q2 20 Q2 21 Lázaro Cárdenas Lázaro Cárdenas Intermodal Revenues Intermodal Volumes ($ in millions) (14)% (12)% 29,600 $14.3 25,500 $12.6 © KANSAS CITY SOUTHERN Q2 20 Q2 21 Q2 20 Q2 21 † Cross-border is defined as traffic that moves on Kansas City Southern both north and south of the U.S. / Mexico border. Traffic interchanged with a competing railroad at the border is not considered cross border. 28
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