KSU / Kansas City Southern - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-04717 KANSAS CITY SOUTHERN (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2023 (April 14, 2023) K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2023 (April 14, 2023) KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 87-3883291 (State or other jurisdiction of incorporation or

Dated as of April 19, 2023 Thirteenth Supplemental Indenture Kansas City Southern, as Company Each of the Guarantors Party Hereto U.S. Bank Trust Company, National Association, as Trustee

EX-4.1 Exhibit 4.1 Dated as of April 19, 2023 Thirteenth Supplemental Indenture among Kansas City Southern, as Company Each of the Guarantors Party Hereto and U.S. Bank Trust Company, National Association, as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE (the “Thirteenth Supplemental Indenture”), dated as of April 19, 2023, among KANSAS CITY SOUTHERN, a Delaware corporation (the “Company”), the guaran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-4717 KANSAS CITY SOUTHERN (Exact

Kansas City Southern Executive Plan (Amended and Restated January 19, 2022) is attached to this Form 10-K as Exhibit 10.4.

Exhibit 10.4 KANSAS CITY SOUTHERN EXECUTIVE PLAN (AS AMENDED AND RESTATED JANUARY 19, 2022) THIS AMENDED AND RESTATED EXECUTIVE PLAN is executed the day and year hereinafter provided by Kansas City Southern, a corporation organized under the laws of the State of Delaware (“KCS”). WITNESSETH: WHEREAS, KCS established on January 18, 1985, the Kansas City Southern Industries, Inc. ERISA Excess Benefi

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of the Company Kansas City Southern, a Delaware corporation, has no parent. All subsidiaries of the Company listed below are included in the consolidated financial statements unless otherwise indicated. Percent Ownership Jurisdiction of Incorporation or Organization Arrendadora KCSM, S. de R.L. de C.V. 100 Mexico Canama Transportation 100 Cayman Islands Caymex Transportat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-4717 KANSAS CIT

Form of Restricted Cash Award and Performance Cash Award Agreement for purposes of 2022 Long-Term Incentive awards, is attached to this Form 10-K as Exhibit 10.20.

Exhibit 10.20 KANSAS CITY SOUTHERN RESTRICTED CASH AWARD AND PERFORMANCE CASH AWARD AGREEMENT By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), grants to you, [First Name] [Middle Name] [Last Name], an employee of the Company or an Affiliate, (“you” or "Grantee"), (i) a restricted cash award in the amount set forth below, the “Restricted Cash Award”, and (ii) a perfo

English translation of amendment no. 6, dated July 14, 2022, of concession title granted by SICT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, November 22, 2006, December 31, 2013, December 20, 2017, and April 27, 2018, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on July 28, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.1.

Exhibit 10.1 AMENDMENT TO THE CONCESSION TITLE GRANTED ON DECEMBER 2nd, 1996, BY THE FEDERAL GOVERNMENT, THROUGH THE MINISTRY OF COMMUNICATIONS AND TRANSPORTATION, CURRENTLY MINISTRY OF INFRASTRUCTURE, COMMUNICATIONS AND TRANSPORTATION, IN FAVOR OF FERROCARRIL DEL NORESTE, S.A. DE C.V., CURRENTLY KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES: R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4717 KA

English translation of amendment no. 6, dated July 14, 2022, of concession title granted by SICT in favor of KCSM, formerly known as FNE, December 2, 1996, as amended February 12, 2001, November 22, 2006, December 31, 2013, December 20, 2017, and April 27, 2018, filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2022, filed on July 28, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.7.6.

Exhibit 10.1 AMENDMENT TO THE CONCESSION TITLE GRANTED ON DECEMBER 2nd, 1996, BY THE FEDERAL GOVERNMENT, THROUGH THE MINISTRY OF COMMUNICATIONS AND TRANSPORTATION, CURRENTLY MINISTRY OF INFRASTRUCTURE, COMMUNICATIONS AND TRANSPORTATION, IN FAVOR OF FERROCARRIL DEL NORESTE, S.A. DE C.V., CURRENTLY KANSAS CITY SOUTHERN DE M?XICO, S.A. DE C.V., IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES: R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4717 KANSAS

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 87-3883291 (State or other jurisdiction (Commission (IRS Employer of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4717 KANSAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-4717 KANSAS CITY SOUTHERN (Exac

Kansas City Southern Executive Deferred Compensation Plan Amendment No. 1, dated November 2, 2021, attached as Exhibit 10.5.1 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.5.1.

Exhibit 10.5.1 KANSAS CITY SOUTHERN EXECUTIVE DEFERRED COMPENSATION PLAN AMENDMENT NO. 1 With this Amendment No. 1 dated this 2nd day of November, 2021, Kansas City Southern, a Delaware corporation (the ?Company?) amends the Kansas City Southern Executive Deferred Compensation Plan, dated August 31, 2018 (the "Plan"). WHEREAS, as is permitted by Article IX of the Plan, the Company desires to amend

Second Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Guarantors and U.S. Bank National Association, as trustee and paying agent, attached as Exhibit 4.4.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.4.3.

Exhibit 4.4.3 EXECUTION VERSION Dated as of December 14, 2021 Second Supplemental Indenture among The Kansas City Southern Railway Company, as Issuer Kansas City Southern, as Guarantor Each of the other Guarantors Party Hereto, Cygnus Merger Sub 1 Corporation, as Successor Parent and U.S. Bank National Association, as Trustee SECOND SUPPLEMENTAL INDENTURE (the ?Second Supplemental Indenture?), dat

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of the Company Kansas City Southern, a Delaware corporation, has no parent. All subsidiaries of the Company listed below are included in the consolidated financial statements unless otherwise indicated. Percent Ownership Jurisdiction of Incorporation or Organization Arrendadora KCSM, S. de R.L. de C.V. 100 Mexico Canama Transportation 100 Cayman Islands Caymex Transportat

Second Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Guarantors and the U.S. Bank National Association, as trustee and paying agent, attached as Exhibit 4.2.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.2.2.

Exhibit 4.2.2 EXECUTION VERSION Dated as of December 14, 2021 Second Supplemental Indenture among The Kansas City Southern Railway Company, as Issuer Kansas City Southern, as Guarantor Each of the other Guarantors Party Hereto, Cygnus Merger Sub 1 Corporation, as Successor Parent and U.S. Bank National Association, as Trustee SECOND SUPPLEMENTAL INDENTURE (the ?Second Supplemental Indenture?), dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-4717 KANSAS CIT

Agreement No. 1 to Amend Financing Agreement, Guaranty Agreement and Issue a Waiver, dated as of February 16, 2007, among the United States of America, represented by the Secretary of Transportation acting through the Administrator of the Federal Railroad Administration, the Company, and The Texas Mexican Railway Company, attached as Exhibit 10.12.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.12.2.

Exhibit 10.12.2 AGREEMENT No. 1 TO AMEND FINANCING AGREEMENT, GUARANTY AGREEMENT, AND ISSUE A WAIVER Dated as of February 16, 2007 THIS AGREEMENT No.1 TO AMEND FINANCING AGREEMENT, GUARANTY AGREEMENT, AND ISSUE A WAIVER ("Amendment Agreement") is made and entered into by and among the UNITED STATES OF AMERICA, represented by the SECRETARY OF TRANSPORTATION acting through Administrator of FEDERAL R

Amendment and Consent to Financing Agreement, dated as of December 31, 2021, between The Texas Mexican Railway Company, and the United States Department of Transportation, an agency of the United States of America, acting by and through the Executive Director of the Build America Bureau, attached as Exhibit 10.12.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.12.3.

Exhibit 10.12.3 EXECUTION VERSION AMENDMENT AND CONSENT TO FINANCING AGREEMENT This AMENDMENT AND CONSENT TO FINANCING AGREEMENT, dated as of December 31, 2021 (this ?Amendment?), is entered into by and between THE TEXAS MEXICAN RAILWAY COMPANY, a Texas corporation, with an address of 427 West 12th Street, Kansas City, MO 64105 (the ?Borrower?), and the UNITED STATES DEPARTMENT OF TRANSPORTATION,

Form of Non-Qualified Stock Option, Restricted Share and Performance Award Agreement under the 2017 Plan for the 2020 Long-Term Incentive Program, attached as Exhibit 10.17.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.1.

Exhibit 10.17.2 KANSAS CITY SOUTHERN 2017 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENT By this Agreement, Kansas City Southern, a Delaware corporation (the ?Company?), grants to you, <>, an employee of the Company or an Affiliate, (?you?), (i) a non-qualified stock Option to purchase the number of shares of the Company?s Common Stock set

Twelfth Supplemental Indenture, dated December 14, 2021, among Kansas City Southern, Cygnus Merger Sub 1 Corporation, the Note Guarantors and U.S. Bank National Association, as trustee, filed as Exhibit 4.6.15 to Kansas City Southern’s Annual Report on Form 10-K filed with the SEC on February 1, 2022 (File No. 001-4717).

Exhibit 4.6.15 EXECUTION VERSION Dated as of December 14, 2021 Twelfth Supplemental Indenture among Kansas City Southern, as Company Each of the Guarantors Party Hereto, Cygnus Merger Sub 1 Corporation, as Successor Company and U.S. Bank National Association, as Trustee TWELFTH SUPPLEMENTAL INDENTURE (the ?Twelfth Supplemental Indenture?), dated as of December 14, 2021, among CYGNUS MERGER SUB 1 C

Form of Retention Award Agreement, dated September 2021,

Exhibit 10.19 September , 2021 Re: Retention Bonus Dear [EMPLOYEE]: As you know, Kansas City Southern (the ?Company?) has agreed to merge with Canadian Pacific Railway Limited (the ?Merger?). Reference is made to the Agreement and Plan of Merger by and among Canadian Pacific Railway Limited (?Parent?), Cygnus Merger Sub 1 Corporation, Cygnus Merger Sub 2 Corporation and the Company, dated as of Se

Assumption Agreement and Joinder dated as of December 14, 2021, among the Company, Cygnus Merger Sub 1 Corporation, and Bank of America, N.A. as administrative agent, attached as Exhibit 10.13.2 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.13.2.

Exhibit 10.13.2 EXECUTION COPY ASSUMPTION AGREEMENT AND JOINDER ASSUMPTION AGREEMENT AND JOINDER, dated as of December 14, 2021 (this ?Agreement?), made by Kansas City Southern, a Delaware corporation (the ?Initial Company?), and Cygnus Merger Sub 1 Corporation, a Delaware corporation (the ?Replacement Company?), for the benefit of the Lenders from time to time party to the Credit Agreement (as he

Form of Non-Qualified Stock Option, Restricted Share and Performance Award Agreement under the 2017 Plan for the 2021 Long-Term Term Incentive Program, attached as Exhibit 10.17.3 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.17.2.

Exhibit 10.17.3 KANSAS CITY SOUTHERN 2017 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENT By this Agreement, Kansas City Southern, a Delaware corporation (the ?Company?), grants to you, <>, an employee of the Company or an Affiliate, (?you?), (i) a non-qualified stock Option to purchase the number of shares of the Company?s Common Stock set

Third Supplemental Indenture, dated December 14, 2021, among KCSR, the Company, Cygnus Merger Sub 1 Corporation, the Note Guarantors and U.S. Bank National Association, as trustee, attached as Exhibit 4.5.4 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 4.5.4.

Exhibit 4.5.4 EXECUTION VERSION Dated as of December 14, 2021 Third Supplemental Indenture among The Kansas City Southern Railway Company, as Issuer Kansas City Southern, as Guarantor Each of the other Guarantors Party Hereto, Cygnus Merger Sub 1 Corporation, as Successor Parent and U.S. Bank National Association, as Trustee THIRD SUPPLEMENTAL INDENTURE (the ?Third Supplemental Indenture?), dated

Amendment, Consent and Waiver to Financing Agreement, dated as of December 31, 2021, between The Kansas City Southern Railway Company and the United States Department of Transportation, an agency of the United States of America, acting by and through the Executive Director of the Build America Bureau, attached as Exhibit 10.11.1 to the Company's Form 10-K for the year ended December 31, 2021, filed on February 1, 2022 (File No. 1-4717), is incorporated herein by reference as Exhibit 10.11.1.

Exhibit 10.11.1 EXECUTION VERSION AMENDMENT, CONSENT AND WAIVER TO FINANCING AGREEMENT This AMENDMENT, CONSENT AND WAIVER TO FINANCING AGREEMENT, dated as of December 31, 2021 (this ?Amendment?), is entered into by and between THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation, with an address of 427 West 12th Street, Kansas City, MO 64105 (the ?Borrower?), and the UNITED STATES DEPA

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 is attached to this Form 10-K as exhibit 4.7.

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES ACT OF 1934 The following description sets forth certain material terms and provisions of Kansas City Southern?s (?KCS?) securities that were registered under Section 12 of the Securities Exchange Act of 1934, as amended, as of December 31, 2021. As previously reported, on September 15, 2021,

KSU / Kansas City Southern / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* KANSAS CITY SOUTHERN/OLD (Name of Issuer) Common Stock (Title of Class of Securities) 485170302 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-04717 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its

KSU / Kansas City Southern / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KANSAS CITY SOUTHERN (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 485170302 (CUSIP Number) DECEMBER 13, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which

Canadian Pacific and Kansas City Southern Close Into Voting Trust

Exhibit 99.1 Canadian Pacific and Kansas City Southern Close Into Voting Trust KANSAS CITY, Mo., Dec. 14, 2021?Kansas City Southern (NYSE: KSU) (?KCS?) today announced the completion of its sale to Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (?CP?). The transaction represents an enterprise value of approximately USD$31 billion. KCS stockholders will receive 2.884 CP common shares and $90

Kansas City Southern Bylaws, amended and restated as of December 14, 2021, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 14, 2021 (File No. 1-4717), is incorporated herein by reference as Exhibit 3.2.

Exhibit 3.2 BYLAWS OF KANSAS CITY SOUTHERN ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders of Kansas City Southern (the ?Corporation?) for the election of directors and for the transaction of any other proper business shall be held at such date, time and place (either within or without the State of Delaware) or may not be held at any place, but may instead be

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 033-50517 Registration No. 033-50519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-50517 REGISTRATION STATEMENT NO. 033-50519 UNDER THE SECURITIES ACT OF 1933 Kansas City Southern (Exact name of registran

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

S-8 POS 1 d270237ds8pos.htm S-8 POS As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STA

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-249927 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-249927 UNDER THE SECURITIES ACT OF 1933 Kansas City Southern* (Exact name of registrant as specified in its charter) Delaware 44-0663509 (State or

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

Amended and Restated Certificate of Incorporation of Kansas City Southern, dated December 14, 2021

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KANSAS CITY SOUTHERN December 14, 2021 FIRST. The name of the corporation is Kansas City Southern (the ?Corporation?). SECOND. The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle 19808. The name of its registered agent at such address is Corpo

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction of incorporation or organization)

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 033-50517 Registration No. 033-50519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-50517 REGISTRATION STATEMENT NO. 033-50519 UNDER THE SECURITIES ACT OF 1933 Kansas City Southern (Exact name of registran

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

As filed with the U.S. Securities and Exchange Commission on December 14, 2021

As filed with the U.S. Securities and Exchange Commission on December 14, 2021 Registration No. 333-179494 Registration No. 033-64511 Registration No. 333-91993 Registration No. 333-73122 Registration No. 333-58250 Registration No. 333-51854 Registration No. 333-126207 Registration No. 333-154793 Registration No. 333-217685 Registration No. 333-164240 UNITED STATES SECURITIES AND EXCHANGE COMMISSI

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 KANSAS CITY SOUTHERN (Exact name of Registrant as Specified in its Charter) Delaware 1-4717 44-0663509 (State or Other Jurisdiction of Incorporation) (Commission Fil

Kansas City Southern Stockholders Approve Merger With CP

Exhibit 99.1 Kansas City Southern Stockholders Approve Merger With CP KANSAS CITY, Mo.?(BUSINESS WIRE)?Kansas City Southern (NYSE: KSU) (?KCS?) announced that the Company?s stockholders have voted to approve the previously announced combination with Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (?CP?) at today?s virtual Special Meeting of Stockholders (?Special Meeting?). Of the 64.5 milli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 26, 2021 Date of Report (Date of earliest event reported) Canadian Pacific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 26, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 23, 2021 Date of Report (Date of earliest event reported) Canadian Pacific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 23, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (Co

Kansas City Southern Sets Special Meeting Date for Vote on Combination with CP KANSAS CITY, Mo., November 3, 2021 – Kansas City Southern (NYSE: KSU) (“KCS”) today announced that the Company has scheduled a virtual Special Meeting of Stockholders (“Sp

425 1 finalkcs-cpxkcsspecialsh.htm 425 Kansas City Southern Sets Special Meeting Date for Vote on Combination with CP KANSAS CITY, Mo., November 3, 2021 – Kansas City Southern (NYSE: KSU) (“KCS”) today announced that the Company has scheduled a virtual Special Meeting of Stockholders (“Special Meeting”) to vote on the proposed combination with Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2021 (November 3, 2021) Date of Report (Date of earliest event reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2021 (November 3, 2021) Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2021 (October 29, 2021) Date of Report (Date of earliest event reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2021 (October 29, 2021) Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of

Letter waiver, dated as of September 30, 2021, among the Company, the guarantors party thereto, the financial institutions party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.2 EXECUTION VERSION LETTER WAIVER Dated as of September 30, 2021 To the banks, financial institutions and other institutional lenders (collectively, the ?Lenders?) parties to the Credit Agreement referred to below and to Bank of America, N.A., as administrative agent (the ?Administrative Agent?) for the Lenders Ladies and Gentlemen: We refer to the Credit Agreement dated as of March 8,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4717 KA

Kansas City Southern Reports Third Quarter Results

Exhibit 99.1 KCS: Ashley Thorne, 816-983-1530, [email protected] Kansas City Southern Reports Third Quarter Results Kansas City, Mo., October 19, 2021. Kansas City Southern (KCS) (NYSE:KSU) reported revenues of $744.0 million, an increase of 13% from third quarter 2020. Overall, carload volumes were down 3% compared to prior year primarily due to the following commercial impacts: ?Auto plant

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction (Commission (IRS Employer of incor

Filed by Canadian Pacific Railway Limited

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian Pacific Railway Limited

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Canadian Pacific Railway September 16, 2021

Filed by Kansas City Southern Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern (Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 15, 2021 KANSAS CITY SO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 15, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 16, 2021 Date of Report (Date of earliest event reported) Canadian Pacifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 16, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of Registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 15, 2021 Date of Report (Date of earliest event reported) Canadian Pacifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 15, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of Registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (C

Filed by Kansas City Southern

425 Filed by Kansas City Southern Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern (Commission File No.

Kansas City Southern Terminates Canadian National Railway Merger Agreement and Is Entering Into Merger Agreement with Canadian Pacific Railway

Exhibit 99.1 Kansas City Southern Terminates Canadian National Railway Merger Agreement and Is Entering Into Merger Agreement with Canadian Pacific Railway KANSAS CITY, Mo., September 15, 2021 ? Kansas City Southern (NYSE: KSU) (?KCS?) today announced that the Company?s Board of Directors, in consultation with its financial and legal advisors, has unanimously determined that the acquisition propos

Agreement and Plan of Merger, dated as of September 15, 2021, by and among Kansas City Southern, Canadian Pacific Railroad Limited, Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CANADIAN PACIFIC RAILWAY LIMITED, CYGNUS MERGER SUB 1 CORPORATION, CYGNUS MERGER SUB 2 CORPORATION and KANSAS CITY SOUTHERN Dated as of September 15, 2021 TABLE OF CONTENTS Page ARTICLE 1 THE MERGERS Section 1.1 The Mergers 2 Section 1.2 Closing 3 Section 1.3 Effective Times 3 Section 1.4 Effects of the Mergers 3 Section 1.5 Organizational Docu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 15, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction of incorporation or organization

Canadian Pacific and Kansas City Southern Execute Agreement to Combine, Creating First Single-Line Rail Network Linking U.S.-Mexico-Canada Stock and Cash Transaction Represents an Enterprise Value of Approximately $31 Billion Expected to Create Annua

Exhibit 99.2 FOR IMMEDIATE RELEASE Canadian Pacific and Kansas City Southern Execute Agreement to Combine, Creating First Single-Line Rail Network Linking U.S.-Mexico-Canada Stock and Cash Transaction Represents an Enterprise Value of Approximately $31 Billion Expected to Create Annualized Synergies of Approximately $1 Billion within Three Years Historic Combination Enhances Competition, Creates N

Form of Letter Agreement, dated September 15, 2021.

Exhibit 10.1 Strictly Confidential AMENDMENT TO SEVERANCE AGREEMENT This Amendment (this ?Amendment?) is entered into as of September 15, 2021 (?Effective Date?), by and between The Kansas City Southern Railway Company (the ?Company?) and [EXECUTIVE NAME] (?Executive?). Recitals WHEREAS, the Company and Executive entered into a Severance Agreement on June 17, 2019 (as amended and restated from tim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2021 (September 12, 2021) Date of Report (Date of earliest event repo

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2021 (September 12, 2021) Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Kansas City Southern Board of Directors Determines Proposal from Canadian Pacific Railway Could Reasonably Be Expected to Lead to a “Superior Proposal” Kansas City Southern to Begin Discussions with Canadian Pacific Railway

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

CP looks forward to re-engaging with KCS to form CP-KCS, the only achievable Class 1 combination Welcomes KCS Board of Directors’ Determination that CP’s Offer Reasonably Expected to Lead to “Company Superior Proposal”

425 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2021 Date of Report (Date of earliest event reported) Canadian Pacific R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (Comm

Filed by Canadian Pacific Railway Limited

425 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian Pacific Railway Limited

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

1 Benefits for TEGMA Members of the CN -KCS Combination Patrick Ottensmeyer President and CEO, KCS James Cairns Senior Vice President, Rail Centric Supply Chain, CN TEGMA | Augus t 27, 2021 Filed by Kansas City Southern Pursuant to Rule 425 under the

1 Benefits for TEGMA Members of the CN -KCS Combination Patrick Ottensmeyer President and CEO, KCS James Cairns Senior Vice President, Rail Centric Supply Chain, CN TEGMA | Augus t 27, 2021 Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR WHITE PROXY CARD TODAY! Fellow KCS Stockholder, August 23, 2021

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

CP Applauds KCS Board’s Action to Adjourn Stockholder Meeting so Stockholders Can Fully Consider an STB Decision on CN Voting Trust

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.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Kansas City Southern Adjourns Special Meeting Of Stockholders Until September 3, 2021

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Filed by Kansas City Southern

425 Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Filed by Kansas City Southern

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Kansas City Southern Board of Directors Unanimously Determines Proposal from Canadian Pacific Railway Does Not Constitute a Superior Proposal to Its Agreement with CN KCS Board Continues to Recommend Shareholders Vote “FOR” Proposed Transaction with

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

CP applauds KCS Board of Directors’ Decision to Delay Stockholder Vote KCS Board Rightly Says Stockholders Should Have Benefit of the STB Decision to Make an Informed Decision and Be Able to Consider Alternative Proposals CP Offer Provides Greater Re

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.

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

CP Welcomes Glass Lewis Call for KCS Stockholders to “ABSTAIN” From Voting to Approve CN-KCS Merger Proposal Second Proxy Advisor to Call on KCS Stockholders to Adjourn Stockholder Meeting; Provides Detailed Analysis Including That Some Investors May

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.

CP Commends Proxy Advisor ISS for Recommending KCS Stockholders “ABSTAIN” From Voting to Approve CN-KCS Merger Proposal Calls on Stockholders to Adjourn the Aug. 19 Stockholder Meeting Absent an STB Decision Unconditionally Approving the CN Voting Tr

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2021 Date of Report (Date of earliest event reported) Canadian Pacific R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Canadian Pacific submits superior proposal to combine with 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 KANSAS CITY SOUTHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 KANSAS CITY SOUTHERN (Exact Name of Registrant as Specified in Charter) Delaware 1-4717 44-0663509 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 KANSAS CITY SOUTHERN (Exact Name of Registrant as Specified in Charter) Delaware 1-4717 44-0663509 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR WHITE PROXY CARD TODAY!

425 1 d212025d425.htm 425 Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.: 333-257298 Date: August 3, 2021 YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR WHITE PROXY CARD TODAY! August 3, 2021 Fellow KCS Shareholder, Last week, we

Filed by Kansas City Southern

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Kansas City Southern Comments on Preliminary Proxy Statement Filed By CP Recommends Shareholders Vote “FOR” Merger Agreement With CN

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 29, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Rai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 29, 2021 Date of Report (Date of earliest event reported) Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 001-01342 98-0355078 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY!

Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

KCS © K A N S A S C IT Y S O U TH E R N KCS KANSAS CITY SOUTHERN Combination of CN & Kansas City Southern Creating the Premier Railway for the 21st Century July 2021 Filed by Kansas City Southern Pursuant to Rule 425 under the Securities Act of 1933

KCS ? K A N S A S C IT Y S O U TH E R N KCS KANSAS CITY SOUTHERN Combination of CN & Kansas City Southern Creating the Premier Railway for the 21st Century July 2021 Filed by Kansas City Southern 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN Reports Strong Second Quarter Results Broad economic recovery and solid operating performance reinforce confidence heading into the second half of 2021

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4717 KANSAS

Kansas City Southern Reports Second Quarter Results

EX-99.1 2 q22021exhibit991.htm PRESS RELEASE Exhibit 99.1 KCS: Ashley Thorne, 816-983-1530, [email protected] Kansas City Southern Reports Second Quarter Results Kansas City, Mo., July 16, 2021. Kansas City Southern (KCS) (NYSE:KSU) reported revenues of $749.5 million, an increase of 37% from second quarter 2020. Overall, carload volumes were up 31% compared to prior year. Second Quarter 2021

Letter waiver, dated as of June 8, 2021, among the Company, the guarantors party thereto, the financial institutions party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.3 EXECUTION COPY LETTER WAIVER Dated as of June 8, 2021 To the banks, financial institutions and other institutional lenders (collectively, the ?Lenders?) parties to the Credit Agreement referred to below and to Bank of America, N.A., as administrative agent (the ?Administrative Agent?) for the Lenders Ladies and Gentlemen: We refer to the Credit Agreement dated as of March 8, 2019 (as

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction (Commission (IRS Employer of incorpor

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE Kansas City Southern Sets Special Meeting Date for Vote on Combination with CN MONTREAL and KANSAS CITY, Mo. — July 8, 2021 – CN (TSX: CNR, NYSE: CNI) and Kansas City Southern (NYSE: KSU) (“KCS”) today announced

North America?s Railroad NEWS RELEASE Kansas City Southern Sets Special Meeting Date for Vote on Combination with CN MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company 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 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN and KCS Emphasize Compelling Case for Pro-Competitive Combination in STB Filing, Now Awaiting Final Ruling on Voting Trust CN-KCS STB filing meets the unlawful control and public interest tests of the STB CN a

North America?s Railroad NEWS RELEASE CN and KCS Emphasize Compelling Case for Pro-Competitive Combination in STB Filing, Now Awaiting Final Ruling on Voting Trust CN-KCS STB filing meets the unlawful control and public interest tests of the STB CN and KCS note overwhelming support for voting trust and pro-competitive combination from more than 30 elected officials, including Congressmen Sam Graves and Bennie Thompson At end of comment period, 1,752 letters of support were filed with the STB, including more than 1,000 letters of support for the voting trust MONTREAL and KANSAS CITY, Mo.

Email from Warren Erdman, Executive Vice President – Corporate Affairs, to Select Recipients Subject: CN-KCS Joint Filing and Press Release Emphasizing the Compelling Case for its Proposed Combination Good afternoon! Keeping you advised of the progre

Email from Warren Erdman, Executive Vice President ? Corporate Affairs, to Select Recipients Subject: CN-KCS Joint Filing and Press Release Emphasizing the Compelling Case for its Proposed Combination Good afternoon! Keeping you advised of the progress being made toward creating the premier railway for the 21st century, connecting ports in the United States, Mexico and Canada to expand North American trade and power economic prosperity, yesterday CN and Kansas City Southern filed a joint submission to the Surface Transportation Board (STB) that explains why the STB should approve CN?s voting trust structure, which is a critical step toward full STB review on the merits of the proposed CN-KCS combination.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN-KCS Voting Trust Receives Additional Support from Organized Labor, Including Four Local Union Letters from the Brotherhood of Locomotive Engineers and Trainmen CN-KCS voting trust previously received support f

North America?s Railroad NEWS RELEASE CN-KCS Voting Trust Receives Additional Support from Organized Labor, Including Four Local Union Letters from the Brotherhood of Locomotive Engineers and Trainmen CN-KCS voting trust previously received support from SMART-TD General Committees and International Brotherhood of Boilermakers MONTREAL and KANSAS CITY, Mo.

North America’s Railroad NEWS RELEASE PRO-COMPETITIVE CN-KCS COMBINATION GAINS EVEN MORE SUPPORT FROM KEY STAKEHOLDERS Customers, suppliers, elected officials and other stakeholders sent nearly 200 additional letters underscoring benefits of CN and K

North America?s Railroad NEWS RELEASE PRO-COMPETITIVE CN-KCS COMBINATION GAINS EVEN MORE SUPPORT FROM KEY STAKEHOLDERS Customers, suppliers, elected officials and other stakeholders sent nearly 200 additional letters underscoring benefits of CN and KCS combination, bringing total to well over 1,650 Congressman Sam Graves (R-MO) along with top elected leaders in Louisiana file letters in support of CN- KCS voting trust MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Email from Warren Erdman, Executive Vice President - Administration & Corporate Affairs, Kansas City Southern to Select Recipients Subject: CN Open Gateways commitment provides grain customers the rail access they want; CN-KCS CEOs discuss supply cha

Email from Warren Erdman, Executive Vice President - Administration & Corporate Affairs, Kansas City Southern to Select Recipients Subject: CN Open Gateways commitment provides grain customers the rail access they want; CN-KCS CEOs discuss supply chain and environmental benefits of proposed combination.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN’s OPEN GATEWAYS COMMITMENT IN CN-KCS COMBINATION PROVIDES GRAIN CUSTOMERS, INCLUDING IN THE UPPER MIDWESTERN U.S., THE COMPETITIVE ACCESS THEY WANT Pro-competitive open gateways commitment preserves all existing competitiv

North America?s Railroad CN?s OPEN GATEWAYS COMMITMENT IN CN-KCS COMBINATION PROVIDES GRAIN CUSTOMERS, INCLUDING IN THE UPPER MIDWESTERN U.

North America’s Railroad NEWS RELEASE CN’s JJ Ruest and KCS’ Pat Ottensmeyer Emphasized Supply Chain and Environmental Benefits of Transaction in Op-Ed Affirmed Commitment to Helping American Business Nearshore Supply Chains and Reduce Carbon Footpri

North America?s Railroad NEWS RELEASE CN?s JJ Ruest and KCS? Pat Ottensmeyer Emphasized Supply Chain and Environmental Benefits of Transaction in Op-Ed Affirmed Commitment to Helping American Business Nearshore Supply Chains and Reduce Carbon Footprint Approval of Proposed Voting Trust Fundamental to Realizing Combination?s Benefits MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN-KCS Voting Trust Strongly Supported by International Brotherhood of Boilermakers Letter from International Brotherhood of Boilermakers filed with the STB underscores benefits for organized labor of CN-KCS voti

North America?s Railroad NEWS RELEASE CN-KCS Voting Trust Strongly Supported by International Brotherhood of Boilermakers Letter from International Brotherhood of Boilermakers filed with the STB underscores benefits for organized labor of CN-KCS voting trust agreement and pro-competitive combination MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN-KCS Voting Trust Supported by SMART Transportation Division Three letters from local SMART unions filed with the STB underscore benefits for organized labor of CN- KCS voting trust and pro-competitive combinat

North America?s Railroad NEWS RELEASE CN-KCS Voting Trust Supported by SMART Transportation Division Three letters from local SMART unions filed with the STB underscore benefits for organized labor of CN- KCS voting trust and pro-competitive combination MONTREAL and KANSAS CITY, Mo.

Email from Warren Erdman, Executive Vice President - Administration & Corporate Affairs, Kansas City Southern to Select Recipients Subject: Former STB Chief Economist, Dr. William Huneke, believes CN-KCS combination will enhance competition, voting t

Email from Warren Erdman, Executive Vice President - Administration & Corporate Affairs, Kansas City Southern to Select Recipients Subject: Former STB Chief Economist, Dr.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Regina Jackson Prince George Moncton Joliet Duluth Chippewa FallsNew RichmondArcadia Beaumont Port Arthur HoustonCorpus Christi Monterrey Brownsville MobileGulfportLake Charles New Orleans Prince Rupert Vancouver Saint John Halifax MontrealToronto De

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE FORMER STB CHIEF ECONOMIST, DR. WILLIAM HUNEKE, BELIEVES CN/KCS COMBINATION WILL ENHANCE COMPETITION AND THAT VOTING TRUST SHOULD BE APPROVED MONTREAL and KANSAS CITY, June 22, 2021 – CN (TSX: CNR) (NYSE: CNI) an

North America?s Railroad NEWS RELEASE FORMER STB CHIEF ECONOMIST, DR. WILLIAM HUNEKE, BELIEVES CN/KCS COMBINATION WILL ENHANCE COMPETITION AND THAT VOTING TRUST SHOULD BE APPROVED MONTREAL and KANSAS CITY, June 22, 2021 ? CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE: KSU) (?KCS?) today announced that Dr. William Huneke, the former Director of the Office of Economics and Chief Economist

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE SUPPORT FOR PRO-COMPETITIVE CN-KCS COMBINATION GROWS TO MORE THAN 1500 LETTERS FILED WITH THE STB Additional 100 letters from customers, suppliers, elected officials and other stakeholders filed with the STB high

North America?s Railroad NEWS RELEASE SUPPORT FOR PRO-COMPETITIVE CN-KCS COMBINATION GROWS TO MORE THAN 1500 LETTERS FILED WITH THE STB Additional 100 letters from customers, suppliers, elected officials and other stakeholders filed with the STB highlighting benefits of CN and KCS combination MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN AND KCS AFFIRM FINANCIAL STRENGTH OF KCS AND RIGHTS UNDER MERGER AGREEMENT TO INVEST IN KCS NETWORK Companies have submitted financial documentation requested by STB in support of request for STB approval of v

North America?s Railroad NEWS RELEASE CN AND KCS AFFIRM FINANCIAL STRENGTH OF KCS AND RIGHTS UNDER MERGER AGREEMENT TO INVEST IN KCS NETWORK Companies have submitted financial documentation requested by STB in support of request for STB approval of voting trust CN and KCS one step closer to creating the premier railway for the 21st century Verified statement by KCS CFO Michael Upchurch emphasizes that financial strength and viability of KCS will be preserved during voting trust period MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

CONFIDENTIAL SEPARATION AGREEMENT AND FULL AND GENERAL RELEASE

Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND FULL AND GENERAL RELEASE The purpose of this Confidential Separation Agreement and Full and General Release (this ?Agreement?) is to set forth the terms and conditions of Employee?s separation from employment with The Kansas City Southern Railway Company, a Missouri Corporation (the ?Company?). The Company and Brian Hancock (?Employee?) agree as f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction (Commission (IRS Employer of incorpora

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE FORMER STB COMMISSIONER AND VICE-CHAIRMAN, WILLIAM CLYBURN, JR., BELIEVES CN VOTING TRUST SHOULD BE APPROVED MONTREAL and KANSAS CITY, Mo., June 10, 2021 – CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE

North America?s Railroad NEWS RELEASE FORMER STB COMMISSIONER AND VICE-CHAIRMAN, WILLIAM CLYBURN, JR.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

425 1 d51849d425.htm 425 Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.: 001-04717 Date: June 8, 2021 The following communications were made available on LinkedIn and Twitter on June 8, 2021: LinkedIn: [a copy

North America’s Railroad NEWS RELEASE SURFACE TRANSPORTATION BOARD SETS SCHEDULE FOR REVIEW OF VOTING TRUST RELATED TO CN’S PRO-COMPETITIVE COMBINATION WITH KCS MONTREAL and KANSAS CITY, Mo., June 8, 2021 – CN (TSX: CNR, NYSE: CNI) and Kansas City So

North America?s Railroad NEWS RELEASE SURFACE TRANSPORTATION BOARD SETS SCHEDULE FOR REVIEW OF VOTING TRUST RELATED TO CN?S PRO-COMPETITIVE COMBINATION WITH KCS MONTREAL and KANSAS CITY, Mo.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN’s JJ Ruest and KCS’ Pat Ottensmeyer Emphasized Compelling Public Interest and Competitive Benefits of Transaction at Bernstein’s 37th Annual Strategic Decisions Conference Fully End-to-End Merger Will Provide Customers New

425 1 d392376d425.htm 425 Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.: 001-04717 Date: June 3, 2021 On June 3, 2021, Canadian National Railway Company (“CN”) and Kansas City Southern (“KCS”) issued the foll

North America’s Railroad CN’s JJ Ruest and KCS’ Pat Ottensmeyer Emphasized Compelling Public Interest and Competitive Benefits of Transaction at Bernstein’s 37th Annual Strategic Decisions Conference Fully End-to-End Merger Will Provide Customers New

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN’s JJ Ruest and KCS’ Pat Ottensmeyer Emphasized Compelling Public Interest and Competitive Benefits of Transaction at Bernstein’s 37th Annual Strategic Decisions Conference Fully End-to-End Merger Will Provide Customers New

North America?s Railroad CN?s JJ Ruest and KCS? Pat Ottensmeyer Emphasized Compelling Public Interest and Competitive Benefits of Transaction at Bernstein?s 37th Annual Strategic Decisions Conference Fully End-to-End Merger Will Provide Customers New Single-Line Service and Unchanged Number of Route Options Proposed Voting Trust Meets the Public Interest Test Under the Surface Transportation Board?s Current Merger Rules MONTREAL and KANSAS CITY, Mo.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN’s JJ Ruest and KCS’ Pat Ottensmeyer to Address Bernstein’s 37th Annual Strategic Decisions Conference on June 3 MONTREAL and KANSAS CITY, Mo., June 1, 2021 — JJ Ruest, President and Chief Executive Officer of CN (TSX: CNR)

North America?s Railroad CN?s JJ Ruest and KCS? Pat Ottensmeyer to Address Bernstein?s 37th Annual Strategic Decisions Conference on June 3 MONTREAL and KANSAS CITY, Mo.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

1 North America’s Railroad NEWS RELEASE CN RECEIVES MORE THAN 400 ADDITIONAL LETTERS OF SUPPORT SINCE SIGNING AGREEMENT TO COMBINE WITH KANSAS CITY SOUTHERN Stakeholder support for pro-competitive combination between CN and KCS continues to grow MONT

1 North America?s Railroad NEWS RELEASE CN RECEIVES MORE THAN 400 ADDITIONAL LETTERS OF SUPPORT SINCE SIGNING AGREEMENT TO COMBINE WITH KANSAS CITY SOUTHERN Stakeholder support for pro-competitive combination between CN and KCS continues to grow MONTREAL and KANSAS CITY, Mo.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

CATHEDRAL SQUARE 427 WEST 12TH STREET KANSAS CITY, MISSOURI 64105 PATRICK J. OTTENSMEYER PRESIDENT AND CHIEF EXECUTIVE OFFICER www.kcsouthern.com May XX, 2021 [NAME & ADDRESS] VIA EMAIL: Dear [SALUTATION]: For over 130 years, Kansas City Southern has

CATHEDRAL SQUARE 427 WEST 12TH STREET KANSAS CITY, MISSOURI 64105 PATRICK J. OTTENSMEYER PRESIDENT AND CHIEF EXECUTIVE OFFICER www.kcsouthern.com May XX, 2021 [NAME & ADDRESS] VIA EMAIL: Dear [SALUTATION]: For over 130 years, Kansas City Southern has been an anchor in our community both as an important corporate citizen and employer. That remains true today and will remain true well into the futur

CN’s JJ Ruest and KCS’ Pat Ottensmeyer to Address Bernstein’s 37th Annual Strategic Decisions Conference on June 3

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

FORM 51-102F3 MATERIAL CHANGE REPORT

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

AGREEMENT AND PLAN OF MERGER by and among CANADIAN NATIONAL RAILWAY COMPANY, BROOKLYN MERGER SUB, INC. KANSAS CITY SOUTHERN Dated as of May 21, 2021

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

14th Annual Wolfe Research Global Transportation & Industrials Conference

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad NEWS RELEASE CN AND KANSAS CITY SOUTHERN TAKE NEXT STEP ON PATH TO COMBINE BY FILING JOINTLY FOR VOTING TRUST APPROVAL With commitment to divest the small overlapping portion of lines with KCS, CN-KCS combination is now a ful

North America?s Railroad NEWS RELEASE CN AND KANSAS CITY SOUTHERN TAKE NEXT STEP ON PATH TO COMBINE BY FILING JOINTLY FOR VOTING TRUST APPROVAL With commitment to divest the small overlapping portion of lines with KCS, CN-KCS combination is now a fully end-to-end merger Filing details why combination is pro-competitive and addresses each element of voting trust approval MONTREAL and KANSAS CITY, Mo.

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction (Commission (IRS Employer of incorpora

KCS Holds Annual Meeting of Stockholders, Elects Ten Directors and Announces Preferred and Common Dividends KANSAS CITY, Mo.--(BUSINESS WIRE)-- Kansas City Southern (KCS) (NYSE:KSU) held its Annual Meeting of Stockholders on May 20, 2021 virtually vi

KCS Holds Annual Meeting of Stockholders, Elects Ten Directors and Announces Preferred and Common Dividends KANSAS CITY, Mo.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Agreement and Plan of Merger, dated as of May 21, 2021, by and among Kansas City Southern, Canadian National Railroad Company and Brooklyn Merger Sub, Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 21, 2021 (File No. 1-4717), is incorporated herein by reference as Exhibit 2.1.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CANADIAN NATIONAL RAILWAY COMPANY, BROOKLYN MERGER SUB, INC. and KANSAS CITY SOUTHERN Dated as of May 21, 2021 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving Corporation 2 Section 1.6

Filed by Canadian Pacific Railway Limited

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction of incorporation or organization) (Com

Form of Retention Award Agreement, dated May 21, 2021.

Exhibit 10.2 May 21, 2021 Re: Retention Bonus Dear [EMPLOYEE]: As you know, Kansas City Southern (the ?Company?) has agreed to merge with Canadian National Railway Company (the ?Merger?). Reference is made to the Agreement and Plan of Merger, by and among Canadian National Railway Company (?Parent?), Brooklyn Merger Sub, Inc., and the Company, dated as of May 21, 2021 (the ?Merger Agreement?). Cap

Filed by Canadian Pacific Railway Limited

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2021 KANSAS CITY SOUTHERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2021 KANSAS CITY SOUTHERN (Exact name of registrant as specified in its charter) Delaware 1-4717 44-0663509 (State or other jurisdiction of incorporation or organization) (Com

North America’s Railroad

Exhibit 99.1 North America?s Railroad NEWS RELEASE CN TO COMBINE WITH KANSAS CITY SOUTHERN CN and KCS enter into a definitive merger agreement to create the premier railway for the 21st century, bring together highly complementary networks to benefit customers and enhance competition Anticipated to be accretive to CN?s Adjusted Diluted EPS1 in the first full year following CN assuming control of K

Form of Letter Agreement, dated May 21, 2021.

Exhibit 10.1 AMENDMENT TO SEVERANCE AGREEMENT This Amendment (this ?Amendment?) is entered into as of May 21, 2021 (?Effective Date?), by and between The Kansas City Southern Railway Company (the ?Company?) and [EXECUTIVE NAME] (?Executive?). Recitals WHEREAS, the Company and Executive entered into a Severance Agreement on June 17, 2019 (as amended and restated from time to time, the ?Severance Ag

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

CP Calls on KCS Board to Reject CN’s Anti-Competitive Proposal CP Reaffirms its Commitment to Only True End-to-End and Pro-Competition Combination

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian Pacific Railway Limited

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN FILES REQUEST TO STB TO ESTABLISH PROCEDURAL SCHEDULE FOR REVIEW OF VOTING TRUST FOR COMBINATION WITH KANSAS CITY SOUTHERN Filing includes merger agreement reflecting CN proposal that was recently deemed superior by the KC

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

STB APPLIES “HEAVIER BURDEN” AND GREATER SCRUTINY TO CN BID FOR KCS, UNDERSCORING HEIGHTENED REGULATORY RISK

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad CN ISSUES STATEMENT ON STB DECISION Looks Forward to STB Decision on Voting Trust

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

CN’s proposed “three business day” period for public comment is based on false premise

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Support Grows for CP+KCS as DOJ Affirms Anticompetitive Concerns with CN Proposal More than 680 Letters Now Filed with STB Cite CP-KCS Competitive Benefits, Urge Swift Review CP Confident in Superior Status as Only Viable Class 1 Merger Partner to KC

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

DOJ Says CN Bid for KCS “appears to pose greater risks to competition than CP agreement” CP-KCS Remains Only Class 1 Transaction with Ability to Close into Voting Trust

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

CANADIAN PACIFIC COMMENTS ON UPDATE FROM KANSAS CITY SOUTHERN

425 1 d473149d425.htm 425 Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No. 001-04717 Date: May 14, 2021 The following is a press release issued by Canadian Pacific Railway Limited on May 13, 2021. CAN

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Filed by Canadian National Railway Company

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Virtual Fireside Chat hosted by Bernstein

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

North America’s Railroad

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

425 1 d241880d425.htm 425 Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.: 001-04717 Date: May 7, 2021 The following transcript is from a webcast hosted by TD Securities and Canadian National Railway Company (“

Merger Prospectus - 425

Filed by Canadian Pacific Railway Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

425 1 d241835d425.htm 425 Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.: 001-04717 Date: May 6, 2021 On May 6, 2021, Canadian National Railway Company (“CN”) issued the following news release. North America’s

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.

Merger Prospectus - 425

Filed by Canadian National Railway Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.