Good morning, and welcome to the Kansas City Southern Second Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. It is now my pleasure to introduce you to Ashley Thorne, Vice President of Investor Relations for Kansas City Southern.

Thank you, Jason. Good morning and thank you for joining Kansas City Southern's second quarter 2021 earnings call. Before we begin, I want to remind you that this presentation contains forward-looking statements within the meaning of the Securities Exchange Act as amended. Actual results could materially differ from those anticipated by such forward-looking statements as a result of a number of factors or combination of factors, including but not limited to the risks identified in our Annual Report on Form 10-K for the year ended December 31, 2020 and in other reports filed by us with the SEC. Forward-looking statements reflect the information only as of the date they are made. KCS does not undertake any obligation to update any forward-looking statements to reflect future events, developments or other information. And with that, it is now my pleasure to introduce Kansas City Southern's President and CEO, Pat Ottensmeyer.

Thank you, Ashley, and good morning, everyone. Thank you for joining us for our second quarter 2021 earnings presentation. I'll start on Slide 4, we're going to change the format a bit this morning, and Mike Upchurch and I will go through a brief presentation. I'm told that this is a record for us in terms of brevity of our formal remarks. But given the assumption that there will likely be a lot of questions related to matters other than our quarterly earnings, we're going to change the format. Go through the prepared material fairly quickly, and expand the time for Q&A. The only other comments that I'll make on this slide is we have included Adam Godderz. Adam is our Chief Legal Officer, given the fact that we have a proxy statement out and shareholders meeting set for August 19, ask Adam to join us in the event there any technical or specific questions related to that. Moving on to Slide 5, I am going to start with three slides just to touch on and speak about the proposed merger with Canadian National. Obviously, most of you have heard this before, but given the timeline for events going forward, specifically, the KSU special stockholders meeting which is now set for August 19, I wanted to spend just a few minutes and reiterate some of the more significant characteristics and benefits of this transaction. So, again, just looking at some of the highlighted comments here on this slide. We believe this is a pro-competitive deal, and will deliver more choices, more single line service options to shippers than exists currently. There has been a commitment to keep all gateways open on commercially reasonable terms, and provide greater price transparency, specifically through rule 11 rates to those gateways to satisfy any…

Thanks, Pat, and good morning, everyone. I'm going to start my comments on the quarter here. I'll cover revenue and volumes in a little bit more detail on the next slide, but you can see revenue grew 37% on 31% volume growth. Our reported to operating ratio of 157.6% does include $721 million of merger costs, we incurred during the second quarter, including the break fee of $700 million, we paid when we officially terminated the merger agreement with Canadian Pacific on May 21. As you might remember, CN paid us $700 million to reimburse us for this break fee, but because there are certain potential repayment obligations, we have recorded the CN reimbursement as a liability on the balance sheet. Once shareholders vote for the merger, the break fee received from CN will no longer be reimbursable. And accordingly, we would record the income, the $700 million reimbursement effectively offsetting the break fee that we paid to CP in the second quarter. So you have the expense in the second quarter, the offsetting income, we would expect to be recorded in the third quarter. And as Pat mentioned, our shareholder vote is currently August 19. Excluding merger costs, adjusted OR was 61.4%, a 380 basis point improvement over prior year. We did incur several headwinds during the quarter, which I will discuss in more detail on the expense slide, but generally included an approximately 200 basis point headwinds from network congestion, including hire, overtime and recrews, car hire increases from elongated cycle times, and incremental costs from resources we put in place to improve our service and support our future growth. We also recorded 120 basis point one-time non-recurring contract to speed during the quarter. Our reported diluted EPS was a loss of $4.17, and were adjusted for FX…

Okay, just a couple of comments before we open the line up for questions. We've got, as I mentioned, the entire executive team here, happy to answer any questions about our performance, our outlook for business, our outlook for operating efficiencies and those types of questions. Ashley advises me that we get a lot of questions about additional details, background and other things that we will not be able to answer. The proxy statement is available. And while we're happy to provide any clarification on certain things in the proxy leading up to the shareholder vote, but a lot of questions that I know are out there. We're just going to rely on the proxy disclosure that’s out there, so you might want to steer away from those kind of questions if you only have limited time. And then in that vein as well, I know there's a lot of questions about the likelihood of various outcomes and responses from the STB, we will also not be in a position to answer those questions. As I said, our expectations are that the STB will reach a decision in the second-half of this year. But as I also mentioned, the STB will take whatever time they deem is necessary to make a full and complete evaluation before making that decision. And we're just not going to speculate on timing or outcomes beyond that. So with those sort of warnings, I suppose we'll be happy to open the line up for questions.

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Jon Chappell from Evercore ISI. Please go ahead.

Thank you. Good morning, everybody.

Good morning.

Maybe this doesn't matter in a month based on what the STB says, but if I can focus on the fundamentals in the operations a little bit here. And maybe if Pat's encouragement I'll go to John Orr first, that there's a lot of optimism about the back-half of the year and the guidance. You need to get to the OR number for the full year. You need about 300 basis points improvement to get to the EPS number. You need $5 after $4 in the first-half of the year, yet there's a lot of challenges still out there, whether it's the planned outages and the auto plants in Mexico, the reduction of flows into Mexico, the refined products. Maybe speak to us a little bit about the exit rate of some of your KPIs and your service metrics that gives you the confidence that you'll have that fluidity and that service, to be able to meet these kind of lofty financial expectations for the second-half of the year?

Yeah, thank you. You're absolutely right. We have a lot of momentum and we have a lot of challenges. But the team is certainly up to those challenges. I guess, there's a couple of fronts, first and foremost is the field activity and the engagement in the field. And second is the network structure and the organizational structure that's better aligned for process improvement and asset management and accountability. And that's what supports the effectiveness of our service, the use of our plants, and the plan itself. So as part of that, we have gone through a network reorganization with our Network Vice President, both accountable for the plan development and the plan execution. And in that, we've improved our service visibility and awareness at all levels, including the new delivery of asset levers that we can now see in order to create more resiliency, and more precise fit for both our capacity and our resources. So, it's sort of the architecture that we've developed, underneath our service plan to support it, and create a balance of strategic and tactical deployment of assets. The velocity is one of the key drivers that everyone on the team, whether it's Mike Naatz, Sameh Fahmy or myself, really focusing on a daily basis. And that willingness to get into the weeds and drive performance with the team is showing the results. And, if you look at where we see network performance improving and the impacts of the initiatives that are taking hold, our velocity is improving. In fact, our velocity today is in line with a three to four year average, taking the outlier of the comp of the COVID year out of the equation. U.S. is recovering at a quicker pace. We are very comfortable where the pace is and the path…

Hey, Jon, just real quickly, I mean, clearly, we have an assumption here, we're going to work our way out of some of the congestion and lower our operating costs. But, don't forget that the first-half of the year was pretty challenging with polar vortex and chip issues. And we're still sticking with our guidance for the full year on the top-line, implying that we're going to have a really terrific back-half of the year from a revenue perspective, including new business from this Port Arthur crude terminal. So, that top-line is certainly going to help significantly here.

Right. Super helpful answer, John. I almost feel bad asking a follow-up, but I know anyone else on this call would ask one. So Mike, since I have you, you guys have been talking about the refined product opportunity to Mexico and the huge numbers you put around it for quarter upon quarter. But now we have this new regulatory issue and then some of the congestion it's causing, is there any way to frame either the lost revenue or the cost impact of these regulatory issues in Mexico? And also kind of the duration of how long you think this lasts?

I think, it's a temporary situation, Jon. Let me kind of back up to the macro environment here. The bottom line is two-thirds of Mexico's demand that has to be imported, and most of that's coming from the U.S. And there's nobody better positioned than KCS to bring that from the U.S. Gulf Coast into Mexico. So that that gives us a lot of confidence that this is still a great business for us. In fact, when you look at the share data, third parties share of importation of total demand is actually increased from high teens to 25% this year. So there is more product being shipped by companies like KCS. I think what's happening here, we've got kind of half of our business in unit trains, half of it in manifest, it's the manifest side of this that the government's doing a little more sampling to make sure that products are getting labeled properly. And it's created a little bit of a backlog. But just here recently, we cleared up a lot of that backlog, working with the regulators down in Mexico, and the demand dynamics are such that we think this is going to continue to be a really good business for us. So, maybe just the short-term dislocation, versus any kind of permanent impact to that business for us.

Got it. Thank you, Mike. Thanks, John.

The next question comes from Amit Mehrotra from Deutsche Bank. Please go ahead.

Hey, thanks, operator. Hi, everybody. Pat, there's obviously a lot of headlines in the rail sector last couple of weeks around regulatory in the Biden executive order. Wondering what you can talk about that? I mean, they obviously mentioned consolidation, not specifically at least, but then also the idea of reciprocal switching. You've obviously had time to think about it and what the impact is to your business and the industry as a whole, wondering if you can comment at all, in terms of what you think the implications are if any?

I'll do my best, but it's really sort of unclear. And, if you think back last week, we had a headline based upon a rumor that came out a day before the executive order, which was pretty shocking to everyone. And then, when we saw the details in the executive order, I think people calm down quite a bit. One thing to remember and I'm actually looking at the executive order here, as I'm answering your question, and I've highlighted a few things here. This is literally a guidance to the STB. The executive order includes language like the chair of the Surface Transportation Board is encouraged to work with the rest of the board to do the following: consider rulemaking on reciprocal switching, consider rulemaking on other relevant matters of competitive access, and then jumping ahead specifically to mergers in the process of determining whether a merger acquisition or other transaction, involving rail carriers is consistent with the public interest, and to consider fulfilment of other rules that are already existing. I think, if you look at the path that has been laid out by the Canadian National using the current rules of the STB for mergers, and the languages in this executive order, I want to conclude they're one in the same. So, I don't think there's any different standards for evaluating a merger in the executive order that’s inconsistent with what the current rules, these so called New Rules of the STB already involved. But as this is always the case in situations like this, we really won't know the full impact on some of these things until time plays out. But, we also know that the STB has a very full backlog and docket of activities, including rules on reciprocal switching, that I think are going to be priorities of the STB in the near future, in addition to the merger activities that they have on their plate, including ours.

Okay, appreciate you answering that question. The follow-up for me, I guess for Mike. I think you guys have done a phenomenal job over the last couple years. I mean, you've knocked the cover off the ball operationally quarter-after-quarter, so I don't want to extrapolate too much from a one quarter, blip, if you will, especially in the backdrop of the congestion that we're in. But, Mike, the incremental margin is assumed by your guidance next year is like north of 80%, which is a huge number. I understand some of the cost items in the first-half, particularly in the first quarter. But, a lot of these things that you're expecting to revert is a little bit difficult to have a lot of visibility on. And so, why is 85% incrementals next year the right number, given all that's going on today, especially all the resources you're throwing at trying to fix a lot of the issues? If you can just help us get some comfort and confidence around how you're thinking about the framework for next year, as implied by the guidance. Thank you.

Sure, I'll take a stab. And as I said in my prepared comments, we think we can get roughly half of this from the revenue line, and roughly half of it from the cost side. But, if you think about just a really incredibly strong demand environment and all the macroeconomic indicators, whether it's GDP or PMI, or corporate investment, industrial production, inventories being at all-time lows give us a lot of confidence around the top-line. And, two-thirds to 70% kind of incremental margins, you get a couple 100 basis points out of that. So, I think we feel pretty good about where we're at with demand and being able to deliver that. And then clearly, we need to improve in the operating side of the house. And, that's costing us combined with fuel and congestion and a couple of these one-time costs a couple of 100 basis points. And you get rid of that and you see your way to I think some really nice improvement in operating ratio year-over-year. So yeah, I realize it's a bit of a show me story. We're from Missouri, the show me state, and we've got some credibility here from having delivered as you acknowledged the last few years. We'll get this thing back on track.

Got it. Okay. Very good. Thank you very much. Have a great weekend, everybody. Appreciate it.

You too.

Thank you.

The next question comes from Jason Seidl from Cowen. Please go ahead.

Thank you, operator. Pat, Mike, team, good morning, everybody. Two quick questions here. One, in terms of pricing, it sounds like there were clearly some pressures on the cost side that are going to cause you to be more aggressive in the back-half of the year. Should we expect to hire contract renewals? And how should we think about the spread of those contract renewals in relationship to the rail cost inflation that you're going to see?

Well, I think generally, it's no surprise, inflation is ticking up. And as contracts come up for renewal, we're going to have to take that into consideration, as we reprice that business. The good news is we've seen an environment where last few quarters, price increases have roughly been the same. We've now got a step up in inflation, so we need to kind of deal with that going forward, because our long-term strategy has always been the price above the cost of inflation. But, an interesting dynamic and even the Fed looking at their long-term projections around inflation would suggest inflation is going to come back down in 2022. So, they're interesting discussions with customers to have, and we're going to do our best to continue to make sure we cover cost increases in our business there.

But in terms of the spread, Mike, do you think that that's going to change that much between your price increases and your costs?

Well, yeah, we've kind of moved away last year from giving specific numbers there. But, clearly in the quarter, you would have seen a negative spread. But that doesn't mean over the course of the year, as you go through contract renewals that we can't keep that at a positive level.

Okay, fair enough. My follow-up question is going to be looking at sort of the margins and some of the types of business that sort of may have been deferred or maybe coming online in the back-half of the year, because you guys are obviously looking for a strong rebound going forward. How should we think about the margins in some of those businesses that have been delayed, from either chip shortages or on plants coming online in relationship to your overall business?

Jason, you've been doing this for 25-years, right, we never talked about segment profitability.

I keep trying though, you can't blame a girl.

But no, I will tell you this. It probably wouldn't be surprising to see us miss our auto plan by $50 million because of this chip issue. [Technical Difficulty] all of that we're going to deliver [Technical Difficulty].

Guys?

Pardon me, ladies and gentlemen, it appears the speaker line is dropped, please stand by while we reconnect. Thank you for your patience. Ladies and gentlemen, we have reconnected with the speakers. Please go ahead.

Alright, Jason, I think your question was around segment profitability. And I'm not exactly sure where we got dropped there. But I was just commenting, as we look into the back-half of the year and going into 2022, segments like auto were probably going to be $50 million short of our original plans, because of this chip issue. You're going to have the opportunity to make that up. And, we're not going to go through segment by segment giving you the profitability there and whether that's accretive or not to our overall business. But I think you should generally just assume continued strong demand that generates great incremental margins. And that's really our focus is to continue to deliver that top-line growth.

And so, Mike, that assumption is that that $50 million that was lost that that's just being pushed out that you're going to make up most of that in ’22?

Yeah, listen, I don’t think anybody knows exactly when this chip shortage is going to be fully resolved. It's kind of an amazing issue. I read an article the other day that the total value of the chips for these cars are less than $1, but we can't get any. So you can't complete the production process of putting a vehicle together. You'd like to think this gets resolved fairly soon. And we're being told by the OEMs, despite some incremental shutdowns here in the third quarter, that issue will begin to subside in the fourth quarter. And going into 2022, we're going to see really strong auto production, second, third shift. Demand is incredibly high right now, if you've ever driven by a dealer lot lately, but you'll see more bare asphalt than you will cars. It's pretty tough to order a car these days, long, long week times, so the demand environment is pretty strong. We think this is going to begin to really deliver some outsize growth for us late in the year and into 2022.

I appreciate the updates and knocking on wood that the supply chains get fixed there. Appreciate the time guys.

You bet.

Our next question comes from Justin Long from Stephens. Please go ahead.

Thanks and good morning. Just circling back to the service challenges that were faced in the quarter, how much of this would you say is related to issues that are specific to your network? So refined products and some of the regulation there, the planned outages, Lazaro versus a kind of broader rail network issue with some of your interchange traffic.

Yeah, go ahead, John.

Well, some of the descriptions you had in your question, Justin, I think answer that question, where there are a number of issues that are on our network, and particularly -- but the conditions that are exist outside of that, I think are more global issues, where we have been very successful in, for example, finding new employees and hiring new employees. We've been very successful in recalling our furloughed employees that were furloughed in 2020 and 2021, where we see difficulty in some of the execution that creep into some of our performance, like recruits, and other things like that are problematic across the entire employment base in the United States, taxis and fuel trucks and other services that are happening across a lot of industries. But the performance issues that we're finding that are isolated onto our own network, we're addressing very well. Oscar and the team, for example, on refined fuel products, combined with Mike and the rest of the operating team worked tirelessly for 40-plus days to work with the officials in Mexico to resolve that. And as Mike said earlier in the call, we're breaking through that. We're doing as much as we can to support the customers in the auto business, to be ready to service them as soon as those chips come over as they're moving equipment around in order to be prepared for that. So, I would say there are a number of issues that are localized on our networks that are a condition of the broader global issues on supply chain. And for those that are really isolated to us, we're working as a team to resolve them as efficiently as possible. And in fact, some of our recoveries are disproportionately quicker than others. If you look at even some of the improvements we're making on our intermodal velocity, intermodal supply chains in the U.S., order of magnitude some of our chip plants are in the plus six hours in the 95% range, over the last two weeks, trending very well and recovery. So, I think where we have network performance challenges that are isolated to our network, we're addressing them very aggressively, and based on service and how this customer sees our service capacity and capability, where it's another side influence, we're doing our best to mitigate those things. And in some cases, as we said, we've gone a little long on our locomotives, pre-purchasing them in anticipation of problems in that supply chain for locomotives availability, as we see the growth across the whole form of transportation systems, and pre-positioning employees in our critical areas, so that, we know that the employment bases are going to be tough, and going as aggressively as we can to hire a little bit long on that so that we're ready for that growth that's coming. I would say that that's my take on how we have kind of a both a macro and a micro challenge, and we're addressing both.

Okay, that's helpful. Thanks. And as my follow-up, I wanted to ask about the guidance. So despite the change to the OR outlook, the EPS outlook was only tweaked this year. The outlook for 2022 wasn't changed. So is the right read here that your revenue guidance has actually gotten a little bit better, and that's offsetting a weaker margin outlook? Or, is there anything else Mike below the line that's influencing this?

You got it exactly right. We're looking at revenues at the high end of our guide that we provided back in January, so that's certainly helping the flow through, the net income and EPS. And just as a reminder for everyone, we've talked about this before, we have stopped our share repurchases, which was in our original guidance, but has kind of a limited impact on 2021. And so as we kind of reset things at the end of the year for 2022 going forward, that could potentially be a changing variable, depending on where we're at with the merger. But, your spot on, it's better revenue.

Helpful. Thanks for the time.

You bet.

The next question comes from Tom Wadewitz from UBS. Please go ahead.

Yeah, good morning. Pat, I know you gave us some kind of parameters about not asking certain things, I'm not sure if it fits into or not, but I think it's more factual. Can you explain to us what happens if STB says no to devoting trust? And the merger deal doesn't expire till February, so what's your obligation if they say no? And what happens if they say no, and your shareholders still vote in favor of the deal?

What happens if they say no and the shareholders I don’t think [indiscernible], the shareholder vote is going to whether it occurs before or after the STB decision is going to be conditioned on a closing into a voting trust. So the shareholder vote will assume that there will be a closing into the voting trust. And then your other question really is hard to answer, because it will be a decision on our part, our boards’ part, on CN’s part, and including in taking into consideration all of the information that would be available at that time, including any color or explanation from the STB as to what's behind their decision, including the possibility that there would be technical reasons. So remember that the CN original CN voting trust application was turned down and/or sent back on a technical matter, because of the fact that there wasn't a merger application associated with the voting trust application. Sorry, I remind everyone of that just to make sure you remember that there are any number of reasons and factors that we cannot begin to anticipate at this point, as to what might be included in a vote in an STB decision. And all of that has to be taken into consideration by our board, and certainly by CN [Technical Difficulty] forward.

Okay. What about with respect to break fees and other obligations? Do you get out of some of the break fees if your shareholders approve the deal? I'm just trying to think about, obviously, there's a chance you can end up going down to different path and break fees would be a consideration. So just want to make sure I fully understand your obligations, if you continue to – the deal doesn't expire till February, but its possible STB could say no. So could you give a thought on that just how break fees would change in your obligations during that period?

Well, again, I am not going to speculate on the conditions and circumstances around STB decisions. I think the break fees, the mechanics of the break fees are pretty thoroughly detailed in the merger agreement, which is part of the proxy, so I will fall back on my statement that I'll just refer to those documents.

Okay. So it sounds like it's just pretty unclear what happens if the voting trust is rejected. Okay. Thanks for answering the questions.

Okay.

The next question comes from Chris Wetherbee from Citi Group. Please go ahead.

Hey, thanks. Good morning, guys. Maybe just following along a little bit on the last line of questions. I don't know if the board or you Pat have contemplated the prospects of potentially pursuing a merger without a voting trust. Is that simply just a no go as it stands right now? Is that something that would -- there could be circumstances that could lead to that being a potential option for you?

Chris, I'm going to probably disappointed with my answer. But we are totally focused on getting voting trust approval. And in think that we have a very strong case, an application. And then beyond that, it really wouldn't be appropriate for me to comment on what the STB is going to say and what our board's response would be.

Okay. That’s fair. And then, when you think about the executive order, one of the things that we've been getting questions on is maybe how some of this potential scrutiny relates to the relative service that, the industry at large is sort of providing to customers, and obviously, you guys have had some struggles with service here in the short-term, as you've acknowledged. How much of a remedy is service improvement you've seen to the potential sort of regulatory scrutiny? Or, maybe if there is incremental regulatory scrutiny coming from the executive order, I guess? Is this something that is a little bit more controllable from your perspective, in terms of improving service in the shorter-term has the potential to put you on a stronger footing in terms of this regulatory dynamic?

I don't necessarily see them as being tied together. I know the STB before the executive order has been very focused on service. They hold hearings. There's an advisory group of the STB that's called RSTAC. We have an employee of KCS, who's on that committee. Over time, they have gone from probably monthly meetings to quarterly meetings, when service levels were improved to weekly meetings. And I think just recently, they have scaled that back a little bit, I believe from weekly to monthly. But that is an organization that is intended to be sort of a clearinghouse of information and feedback from shippers, and railroads and STB. So there's a very high level of interest in scrutiny from the STB on service levels. We have all received, I know you've seen this all of the CEOs, all of the railroads have received requests from the STB for comments, some detail about what we are doing to prepare for our service recovery. Normally, these things, these letters come to us just prior to the seasonal peak. But this time they came to us a little bit early. So, I see the STB’s interest in service level and recovery and resource, commitments as certainly predating the executive order. And I know from just interactions that we've had with the STB, including comments, the Chairman Oberman has made publicly that that will continue to be a very heightened focus. So, we are taking those requests and that interest level very seriously. As you can see, from the materials that we presented, we have proactively brought back resources, we brought back crews, we've got crews in training. We think we are on a good path to make sure that we have adequate resources to complete our service recovery and handle our growth, both in the U.S. and Mexico. So, I would say, we're taking those inquiries and the concern that the STB has over service very seriously, and responding in ways that we think are necessary and appropriate. And don't see the executive order as necessarily changing any of that.

Okay. That's helpful color. Thanks for the time. Appreciate it.

The next question comes from Ken Hoexter from Bank of America. Please go ahead.

Hey, great. Good morning. So, Pat, or maybe a question for Sameh, but Union Pacific suspended international intermodal traffic for a week last night. I guess, we've seen this before in El Paso, Phoenix, maybe the West Coast ports in the early to mid-2000s, after the mega mergers of the late 90s. What's your thought on the ability for contagion on some of these supply chain shortages? Is there any impact to your network, given the interaction with UP from Mexico? And then just my follow on question I'll throw in both at you. But, maybe can you provide any details on that contract dispute?

Well, I'll take the first one. No. Just a comment on the on the first part, obviously, we can't comment on what's going on, specifically at UP, but there's no doubt you used the word contagion. And, the North American rail network is a network. And in particularly, given our interdependence with other carriers and obviously, elevated in cross-border traffic, when other railroads have difficulty on their network, we feel it. In a lot of cases, we help them. If there are detour options and other things that we can do to serve our joint customers, and that's very much the way we think of it is, particularly given the fact that we interchange so much traffic at the border with other carriers, these are joint customers. We have nothing to gain from fully cooperating with the other carriers to make sure that our customer sees an adequate level of service. But yes, it is an interconnected network. I think the level of coordination and communication with the other carriers is very high. So, on a very daily basis, we try to find ways to help each other to relieve congestion to improve the utilization efficiency of assets and different gateways and different routes. But, particularly being among the smallest, it's hard for when the rest of the industry is just tight and struggling with service and capacity issues, we are definitely going to know.

And Ken, this is Sameh. A lot of the supply chain issues have been across the rail industry, the trucking industry, a lot of industries. And a lot of it is bringing people back. Like we have been talking about congestion and all the rest here, the roller coaster of volume drops and increases. You go down about 30%, 40% this time last year, then you go up about 30%, 40% after, and you have to bring people back. It's not a trivial exercise. And trying to bring back also the assets like a lot of locomotives were stored we had to activate them. And when you look at the numbers, the GTMs as an example in Q2 compared to Q2 last year, they went up by 30%. The headcount and transportation went up by 8%. So 8% against 30% volume increase. The mechanical headcount went up by 3%. So, bringing people back is not a trivial exercise, and it did contribute for sure to some of this congestion. But at the same time, it does provide a nice productivity swing, because, if you recall, when we said, in PSR Phase 2, which was last year, we're very much oriented, obviously, towards making up for the loss revenue. And we said that in Phase 3, which is 2021, we don't want to lose all the gains that we made. So we did conserve a lot of the gains, because the headcounts are not going up at the same level as the volume increases. And the train length did not go down very much, it went down by about 2%, which means that the train starts and all the rest. We have conserved a lot of what we did last year, so the game really is how can you absorb the volumes, how can you improve the service, which was the thrust of Phase 1 of 2019, and we have done a lot of work in that area. We have really pushed the envelope on the local service and the industry jobs on this spotting and putting percentages, which went up from like, 70% to 87%. So, the game is how can you improve the service, absorb the volumes, and still maintain some of the efficiency gains that we have done. We are talking about locomotives, actually, 69 locomotives are going to leave our network in the next three weeks, leave the network, not go in storage. They are leaving the network, because a lot of the locomotives are actually demo locomotives that we're working on with the vendor. So, the efficiency is still there, but at the same time, the service is primordial. And this is really the balancing act that we are trying to do. And this is a challenge to the supply chain to your question.

Sameh, just to wrap up on that, is it hard to get the employees in terms of the labor market right now for the rail network, for your network?

I would say that initially, it was Ken, a couple of months ago, when we started the training classes, it was tough to get people back. And actually we approached even people that we had, that we wanted to bring back, and they said they are no longer interested. Obviously, a lot of the payments they have been receiving became a hindrance, why come back when they were getting checks at home. So, initially, it was. Now recently, we have had much more success, and, I think we have about 140 people in classes, 40 of them now have marked up meaning, we can actually use them. So there is still 100 that are in the pipeline. And, when you talk about productivity and costs, well, you have 100 people here that have not gone into productive service yet, but they are counted in the headcount. So, we say that the headcount is 8% higher, but it includes people who are still in training. One measure we use, I look at a lot is compared to pre-pandemic, not compared to Q2 last year, because Q2 last year, everything was not really where it is, where it needs to be. But the crews right now are still 5% lower than pre-pandemic, and the volumes are 3% higher. The car loads are 3% higher. So that is productivity happening, and we are facing the challenges, but we're finding people now, and we expect that in two to three months we'll be completely back on track. And, what John talked about, the velocity and the dwell, we have very, very clear plans now. And we expect our velocity to go back up to 16, 17 miles per hour in the next, I would say a month or two.

Wonderful. Thanks. Appreciate Sameh, Pat. Thanks.

The next question comes from Allison Landry from Credit Suisse. Please go ahead.

Thanks. Good morning. Appreciate squeezing me in, so I'll just ask one. But I just wanted to go back to the topic of reciprocal switching, but sort of asking the question in a different way. Obviously, it's difficult to estimate the potential impact for the industry, never mind, what actions the STB might take down the path of any. But Pat, is there an argument to be made that KCS would be less impacted on a relative basis versus some of your peers? I am just sort of thinking about the fact that you probably have less in the way of captive traffic, more interchanges, et cetera. So, just do you think that this is a fair way to think about it?

A fair way to think that KCS would be less impacted?

Yes, right.

It just really depends on what the rules are. And without knowing kind of specifically, how, because there are many different proposals, many different options for how reciprocal switching would be actually implemented, it's just impossible know how it would impact us.

Allison, this Mike. Obviously, half of our business is in Mexico which wouldn't be impacted. So, I think it's safe for you to conclude that, but what the impact is in the U.S. relative to the others would be difficult to answer until we really understood what specific proposal is.

Okay. Understand. I just had one. Thank you.

Okay. Thanks, Allison.

The next question comes from Brian Ossenbeck from J.P. Morgan. Please go ahead.

Hey, good morning. Thanks for getting me on the call here at the end. Appreciate it. Two quick ones, one on the network performance chart. If you could just give us an update on the four hour border window change going from six to four? How did that work? Was there any benefit improvement when you made that switch? And what’s the visibility to going to maybe two or no more fluid border crossings? And then again back on the executive order, if you can just comment briefly on I think Sameh just mentioned it on spotting and in pooling? If we do get more data on first mile, last mile, how do you think we should interpret that? It's going to be sort of hard to put into context, because every network is different. Our customers are really asking for this level of disclosure. So maybe, since I think we're going to hear more about that, potentially, in the future, Pat, or someone can give us some thoughts on first and final mile that will be helpful. Thanks a lot.

As far as the first mile last mile, I don't see issue in giving numbers, like, I just gave some numbers, but the numbers went from the 74% to 87%. John and the team have been unbelievably focused that exercise in Monterrey that John talked about, was very intense. And we have a lot of customers around the Monterrey area. And you can have the trip as fast as you can from origin to destination, but if you don't get it to the industry, when they need it, then it doesn't make any difference. So now, we provide about 550 cars on a regular basis, reliable basis every single day in the Monterrey area. We spot 550 cars. And the other thing is supplying the empties also which is another thing that is important. When a customer orders 50 empties, that you give them 50 empties and you give them the right type of cars. So, that aspect has really, really improved, and it's not mentioned in any of the slides here. So to your point, we should make that more public. As far as the window, the four hour windows, that has been a great success. And we work to actually hand in hand with Union Pacific on that, because there are trains that go to UP from the bridge. And now a train instead of waiting six hours, if you miss the window, you have to wait six hours to the next one. Now you wait only four hours if you miss. Now, obviously we don't want to miss up all, if we can help it. But there has been a nice improvement, but that improvement is all chained with the rest, because it's a network. So, John and the team did a lot of work in the…

Yes over that.

All right. Thank you, Sameh.

The next question comes from Scott Group from Wolfe Research. Please go ahead.

Hey, thanks. Good morning, guys. So quickly, can I just clarify, if for whatever reason the voting trust is blocked before August 19, does the shareholder vote still happen? And then, the executive order focused a bunch on passenger service and Amtrak. Can you just talk about like, how much passenger service exposure you guys have and what you guys are planning there?

First question, yes. Shareholder vote will take place on August 19, if there is a decision prior to.

Regardless of the decision?

Yes. KCS does not actually host any Amtrak. We have, I think a couple of -- one location around St. Louis. Technically, Amtrak runs over our tracks, but we don't control it. We don't dispatch it. So we really have no relationship with Amtrak. There has been talk, obviously from time to time with Amtrak and with other passenger and commuter Metro type organizations to bring passenger service onto our network. But that's really the extent of our relationship with Amtrak. So we don't have a history with Amtrak. And if you are familiar with the Amtrak response, I think they talked about the Baton Rouge to New Orleans route that has been identified as a divestiture candidate. But there is no passenger service on that route today.

And by the way, Scott, there hasn't been passenger service on that in over 50-years.

Okay. So Amtrak shouldn't be a big issue there. Just real quick follow-up, if for whatever reason we don't get a voting trust decision by August 19, does the shareholder vote get delayed until there's a decision?

No. Again, as I mentioned earlier, the intention is that the shareholder vote would be subject to shareholder approval, would be subject to STB approval for a voting trust. So if there's no decision, it would be our intention to proceed with the shareholder vote.

Okay. Thank you, guys. Appreciate the time.

The next question comes from David Zazula from Barclays. Please go ahead.

Hey, thanks for taking my question. May be for Mike, as you’ve had the opportunity to review some additional data with respect to potential additional traffic that you can convert that's along CN line KSU line? Has that changed your opinion on the potential benefits of converted traffic due to the merger?

Is that a question specific to the synergies?

No, I guess I'm thinking more broadly on how much long-term you think is convertible just as.

Yeah. Well, I think CN has done a really good job of evaluating the various market opportunities that present themselves to the combined company here. And, we've done a terrific job growing our business over the years. I often use the cross-border, intermodal business at Laredo, depending on how you measure that. We think we have somewhere around 5% to 6% share, that's interesting. But that's far short of the possibilities. And the challenge that we've always had is we don't go to any interesting places in single line service. Not to say Kansas City is an interesting place, it is. But it's not a market like Chicago, or Detroit or Toronto, which is the attraction of combining with CN. And we think we can dramatically increase the share of that cross-border business that is being moved by truck, and move that business off of the highway systems more environmentally friendly. We can establish premium intermodal service that we think will compete very effectively with other modes of opportunities are out there for shippers, and provide a new service and bottom line doesn't exist in the market today. So, I think that's a great example. And beyond that, we've looked at it segment by segment and think there are tremendous opportunities for the two companies to provide new single line service that's pro-competitive, and offer shippers more options.

Thanks. And just noting your capital plan, at least the level has not changed, I guess. Have you changed any composition of the capital plan, in response to kind of preparing for the potential merger and maybe some additional growth or terminal facilities that you might want to put in place? Or, is that kind of planning and not kind of intent yet?

Not really. I'd say we're executing against our plan. I mean, we always have some pluses and minuses. And John was recently out on the railroad with his team and a few projects here and there. So you add a few, you take a few away, but generally, we're still on plan. We don't see any reason why we would scale that back. We've got to continue to operate as an independent company, obviously, both before voting trust closing and after voting trust closing. And CN’s offered us that opportunity in the merger agreement to spend more than what we've guided externally, in the event that there are additional growth opportunities or projects that John's team needs to execute on. So yeah, our plans have really not changed. And we've got lots of flexibility going forward under the merger agreement.

Thanks a lot.

You bet.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Ottensmeyer for any closing remarks.

Hey, thank you all. Thank you for your questions. Obviously, a challenging environment for us as well as for supply chains across North America and beyond. Hopefully, one of the things that you heard today is that we are very focused on improving our service and operational performance. We feel very confident about the growth opportunities that are in front of us, and working very hard to realize those opportunities. So, thanks again for your attention, and I look forward to seeing you all again soon.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.