KSU

Part III

DIRECTORS OF THE COMPANY

Below is biographical information for each director who serves on the Company’s Board of Directors. Each director was elected to serve for a one-year term.

1

2

3

4

5

BOARD COMMITTEES

The Board of Directors has established an Audit Committee, a Compensation and Organization Committee (the “Compensation Committee”), a Nominating and Corporate Governance Committee (the “Nominating Committee”), a Finance and Strategic Investment Committee (the “Finance Committee”) and an Executive Committee. The Board of Directors has adopted written charters for the Audit, Compensation, Nominating and Finance Committees detailing all of their responsibilities, copies of which are available in the “Investors”—“Corporate Governance” – “Governance Documents” section under the “About Us” tab of our website at www.kcsouthern.com.

6

Audit Committee and Audit Committee Financial Experts

Committee Members: Thomas McDonnell (Chair); Lu Córdova; Mitchell Krebs

Primary responsibilities:

Required Qualifications:

7

Compensation & Organization Committee

Committee Members: Henry Maier (Chair); Lydia Beebe; David Garza-Santos

Primary responsibilities:

Required Qualifications:

Nominating & Corporate Governance Committee

Committee Members: Robert Druten (Chair); Lydia Beebe; Antonio Garza, Jr.; Thomas McDonnell

Primary responsibilities:

Required Qualifications:

8

Finance & Strategic Investment Committee

Committee Members: Lu Córdova (Chair); Janet Kennedy; Mitchell Krebs; Henry Maier; Thomas McDonnell

Primary responsibilities:

Required Qualifications:

Executive Committee

Committee Members: Robert Druten (Chair); Antonio Garza, Jr.; Patrick Ottensmeyer

Primary responsibilities:

Required Qualifications:

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all directors, officers (including, among others, the principal executive officer, principal financial officer and principal accounting officer) and employees of the Company and its subsidiaries. The Code of Ethics embodies our principles and practices relating to the ethical conduct of our business and our commitment to honesty, fair dealing and compliance with applicable laws and regulations. Our Code is available in the “Investors”—“Corporate Governance” – “Governance Documents” section under the “About Us” tab of our website at www.kcsouthern.com and in print to any stockholder who requests it. Although it is the general policy of the Company not to grant waivers of the Code, any waiver of compliance with the Code with respect to any director or executive officer may be granted solely by the Board, which may adopt appropriate controls to safeguard the interests of our stockholders. Any waiver that is granted, and the basis for granting the waiver, will be publicly communicated as appropriate, including posting on our website, as soon as practicable. We granted no waivers under the Code in 2022. The Company will post on its website any amendments to, or waivers from, a provision of its Code of Ethics that apply to the Company’s principal executive officer, principal financial officer or principal accounting officer as required by applicable SEC and NYSE rules and regulations.

9

CORPORATE SUSTAINABILITY & RESPONSIBILITY

The Board recognizes the increasing importance of environmental and social issues to our company and stockholders, including risks associated with climate change. Oversight and monitoring of such risks are assigned to the Nominating Committee, demonstrating the importance of such issues to the Company and its future.

In addition to the sustainability and responsibility information provided herein, KCS publishes sustainability information, prepared in accordance with the Global Reporting Initiative (GRI) Standards: Core option, and in alignment with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks. The Company’s 2020 Sustainability Report and the 2021 Sustainability Data Update is available under the “Corporate Responsibility” tab of our website at www.kcsouthern.com. A new 2022 Sustainability Data Update will be issued later this spring. The information provided on the Company’s website is referenced in this Form10-K/A for informational purposes only. Neither the information on the Company’s website, nor the information in the Company’s 2020 Sustainability Report or the 2021 Sustainability Data Update, shall be deemed to be a part of, or incorporated by reference into this Form10-K/A or any other filings we make with the SEC.

10

2022 Sustainability & Responsibility Highlights

Environmental

In 2022, KCS avoided the use of 23.0 million gallons of diesel fuel which would be 17.3% of our annual fuel consumption if these fuel conservation and efficiency initiatives were not implemented.

Safety

ESG

11

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Company’s vision is to consistently be the fastest-growing, best-performing, most customer-focused transportation provider in North America. As the Compensation Committee evaluated the Company’s incentive programs in 2022, it took into consideration the Company’s vision, along with its strategy to:

The Compensation Committee focused on optimizing the Company’s incentive programs by reviewing performance metrics to ensure continued alignment with its vision and strategy. As discussed in the short and long-term incentive plan descriptions, the Compensation Committee elected to use operating ratio and operating cash flow as the core metrics to determine incentive award payouts. These metrics provide incentives to achieve revenue growth and strong cost discipline. In addition, the Compensation Committee approved several operational objectives to provide incentives to achieve improvements in network performance and safety. The Compensation Committee also elected to retain the revenue multiplier, as it further rewards achievement of industry-leading growth.

The fundamental design of the 2022 compensation programs was similar to prior years. The Company used the 50th percentile of its peer group as well as the 25th percentile of the Class I railroads as a guideline for setting the various components of our executives’ compensation, and the majority of the compensation of our named executive officers (NEOs”) was performance-based.

Merger Agreement

As detailed in Part II, Item 7 of the 2022 Form10-K, the Company entered into a Merger Agreement with Canadian Pacific Railway Limited, a Canadian corporation (“CP”), in September 2021, which was completed in December 2021, pursuant to which the Company became a wholly owned subsidiary of CP. Until the receipt of final approval or exemption by the U.S. Surface Transportation Board, all of the outstanding shares of capital stock of the Company are held in a Voting Trust and the Company continues to operate independently. As a result of the merger, the Committee approved certain changes to the Company’s executive compensation plans and programs, primarily as they relate to equity compensation and approved the deemed achievement of performance goals pursuant to the terms of the Merger Agreement, as described below. Any capitalized terms not otherwise defined herein shall have the meaning as defined in the 2022 Form 10-K.

Short-Term Incentive Plan

In February 2022, the Compensation Committee established the 2022 Annual Incentive Plan (“AIP”) to provide incentives for the achievement of annual performance goals. After evaluating various performance metrics, the Compensation Committee concluded that achievement under the 2022 AIP should be based on the Company’s consolidated operating ratio (“OR”) and operating cash flow (“OCF”), as defined below and in the 2022 AIP. In addition, operational objectives consisting of trip plan compliance (“TPC”), reportable injury frequency ratio (“IFR”) and reportable train accident frequency ratio (“AFR”) were included for 2022 to drive improvements in overall safety, network performance and customer service levels versus 2021 performance. The Compensation Committee believes that this will foster cross functional collaboration and coordination of initiatives and process improvements necessary to drive improvements in key performance indicators. The weighting of each metric is set forth in the “2022 Compensation Decisions” section below.

The total financial and operational metric achievements may be adjusted, either downward or upward, based on the Company’s revenue growth relative to all other North American Class I railroads. The maximum adjustment increases the payout by 20% if the Company achieves industry-leading revenue growth. Similarly, the AIP payout can be adjusted downward by 20% if the Company’s revenue growth is lower than all other North American Class I railroads. This adjustment based on relative revenue growth appropriately focuses on the Company’s goal of being the fastest growing transportation company in North America.

12

Pursuant to the Merger Agreement, the 2022 performance goals under the 2022 AIP are deemed achieved at the greater of (i) target performance or (ii) 130% of actual performance, but in no event greater than 200% of target.

In January 2023, the Compensation Committee determined, after applying the Merger Agreement provision described above, that the Company achieved an overall performance level of 117% - 122% of target under the 2022 AIP for its NEOs, as set forth in the “2022 Compensation Decisions” section below.

Long-Term Incentive Plan

In February 2022, the Compensation Committee also adopted the 2022 Long-Term Incentive Program (the “2022 LTI Program”). Performance cash awards comprise 75% of the overall value of the 2022 LTI Program. The remaining 25% of the awards under the 2022 LTI Program are made in the form of time-based restricted cash awards. For performance cash awards under the 2022 LTI Program, OCF has a 50% weighting, and OR has a 50% weighting. Both metrics are measured over a one-year performance period ending December 31, 2022. The performance and restricted cash awards will vest in February 2025, subject to the NEO’s continued employment, at which time a lump-sum cash payment will be made.

The Compensation Committee believes that the relative weighting of OCF and OR in the 2022 LTI Program promotes the appropriate balance between management’s focus on margin improvement and strong returns on capital deployed, effectively aligning the interests of the Company’s stockholder and the Company’s executives. Once a payout based on OCF and OR has been calculated, the payout may be further adjusted, either downward or upward, based on the Company’s revenue growth in 2022 relative to all other North American Class I railroads. The maximum adjustment increases the payout by 20% if the Company achieves industry-leading revenue growth.

The performance goals under the 2022 LTI Program will be deemed achieved at the greater of (i) target performance or (ii) 130% of actual performance, but in no event greater than 250% of target.

In January 2023, the Compensation Committee determined that the Company achieved an overall performance level of 128% of target under the 2022 LTI Program for each NEO, as set forth in the “2022 Compensation Decisions” section below.

2021 Compensation Decisions—Retention Awards

In connection with its efforts to promote retention and incentivize the completion of the merger, on May 21, 2021, the Company granted cash-based retention awards to certain executives. The amounts granted to the NEOs included $2,120,000; $1,082,000; $1,200,000; $1,076,000 and $1,018,000 to each of Messrs. Ottensmeyer, Upchurch, Orr, Songer, and Naatz, respectively (the “Retention Awards”). Twenty five percent of the Retention Awards were paid out in December 2021 in connection with the closing of the merger, and the remaining 75% of the Retention Award will be paid upon on the earlier of (a) 90 days after the date that CP takes control of the Company (the “Control Date”) and (b) June 1, 2023, subject, in each case, to the executive’s continued employment through the applicable vesting dates.

Named Executive Officers

13

Primary Elements of Compensation

The primary elements of our 2022 executive compensation package are described below. Each year the Compensation Committee determines the incentive programs to adopt and establishes participation, awards and performance measures, considering general market practices and an assessment of the effectiveness of such programs in meeting its goals.

14

Other Elements of Compensation

We provide certain benefit programs that are designed to be competitive within the marketplace from which we recruit our employees. The majority of employee benefits provided to our NEOs are offered through broad-based plans available to our management employees generally.

KCS 401(k) and Profit Sharing Plan (the “KCS 401(k) Plan”). The KCS 401(k) Plan is a qualified defined contribution plan. Eligible U.S. employees may elect to make pre-tax or post-tax deferral contributions, called 401(k) contributions, to the KCS 401(k) Plan of up to 75% of eligible compensation subject to certain limits under the Internal Revenue Code of 1986, as amended (the “Code”). We match contributions to the KCS 401(k) Plan equal to 100% of a participant’s 401(k) contributions and up to the lesser of 5% of a participant’s eligible compensation or the statutory limit imposed by the Code. Our matching contributions for the KCS 401(k) Plan vest over five years as follows:

We may also make, in our discretion, annual profit sharing contributions to the KCS 401(k) Plan in an amount not to exceed the maximum allowable deduction for federal income tax purposes and certain limits under the Code. Only employees who have met certain standards as to hours of service are eligible to receive profit sharing contributions. No minimum contribution is required. Each eligible participant, subject to maximum allocation limitations under the Code, is allocated the same percentage of the total contribution as the participant’s compensation bears to the total compensation of all participants. Profit sharing contributions are 100% vested when made. No profit sharing contributions were made in 2022.

Participants may direct the investment of their accounts in the KCS 401(k) Plan by selecting from one or more of the diversified investment funds available under the KCS 401(k) Plan.

Pursuant to the Merger Agreement, the Company amended the terms of the KCS 401(k) Plan to account for the effects of the merger, including automatic vesting of any unvested Company contributions to the participant’s 401(k) account on the Control Date.

Executive Plan. We maintain a supplemental benefit plan known as the “Executive Plan” for those U.S. executives who are designated by the President, Chief Executive Officer or Compensation Committee as participants in the Executive Plan. Each of the NEOs has been designated as a participant under the Executive Plan. Our Executive Plan provides a benefit based on an amount equal to 10% of the excess of (a) the greater of (i) an amount equal to 145% (or such other percentage as set forth in the participant’s employment agreement) of the participant’s annual base salary for the applicable year (see the “Summary Compensation Table — Narrative to Summary Compensation ”) or (ii) the sum of the participant’s base salary earned for the year plus any short-term incentive that was earned during the applicable year, over (b) the maximum compensation that can be considered for benefit purposes in a qualified retirement plan. Payments are generally made annually under this plan and participants receive such payments as lump-sum cash payments within the first 2 1/2 months of the calendar year following the calendar year for which the annual benefit is earned.

15

Kansas City Southern Executive Deferred Compensation Plan (the “KCS NQDC Plan”). In August 2018, the Company adopted the KCS NQDC Plan, which is a non-qualified deferred compensation plan. Eligible employees may elect to defer up to 50% of their base salary and up to 75% of their annual short-term incentive compensation. In November 2021, the KCS NQDC Plan was amended to allow deferral of additional types of compensation. Participants may direct the investment of their accounts in the KCS NQDC Plan by selecting from one or more of the diversified investment funds available in the KCS NQDC Plan. Participant deferrals are 100% vested at all times and the withdrawals are established by the participant when making such elections.

Although the KCS NQDC Plan allows for the Company to credit company contributions to any participant’s account in any amount determined by the Company (“Company Contributions”), the Company did not make any such contributions in 2022. Company Contributions may be made in the form of a matching contribution, a non-elective contribution or both and may be made in accordance with any formula selected by the Company, which formula may be different from year to year. Company Contributions may be subject to any vesting schedule determined by the Company at the time of the credit. The Committee may, in its sole discretion, fully vest the participants’ accounts on a change in control. Mr. Ottensmeyer and Mr. Naatz participated in the KCS NQDC Plan in 2022. Information concerning each NEO’s contributions and earnings may be found below in the Nonqualified Deferred Compensation table.

Perquisites. As noted in our Summary Compensation Table, we provide our NEOs with limited perquisites consistent with prevailing market practice. We do not view perquisites as a significant element of our comprehensive compensation structure for our NEOs.

We reimburse financial counseling expense for our NEOs up to a stated limit in accordance with the KCS Financial Planning Reimbursement Policy. The maximum amount of the annual reimbursement under this policy for our CEO and our other NEOs is $15,000. We also pay for three years of the administrative fees charged by the Greater Kansas City Community Foundation (“GKCCF”) related to donor advised funds established by our U.S. executives at the GKCCF. These fees are paid out of funds from the Company’s charitable foundation, which is administered by the GKCCF. We pay for an annual executive physical for our NEOs to help them maintain optimal health through preventative care. We also provide the CEO use of the Company’s aircraft up to a maximum of the lesser of (a) $100,000 of additional costs and expenses incurred as a result of such personal use or (b) 24 roundtrip flights. In 2022, upon approval from the Company’s Chairman of the Board, Mr. Ottensmeyer’s personal use of the Company’s plane exceeded this limit in order to reduce the risk of exposure to the COVID-19 virus from commercial flights. The Company provides certain other de minimis perquisites as described in the Summary Compensation Table.

The Compensation Committee believes these perquisites are conservative, but reasonable and consistent with our overall compensation program, industry practice and applicable law, and better enable the Company to attract and retain high-performing employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs.

Other Benefits. Our NEOs participate in the same health and welfare plans available to employees generally, pursuant to which we pay a portion of premiums for medical coverage, and pay premiums for short-term disability coverage, premiums for 60% coverage for long-term disability (up to a maximum of $15,000 per month) and premiums for AD&D coverage up to 2 1/2 times the annual salary for each employee up to a maximum of $500,000. For executives, we also provide a basic amount of group life insurance coverage.

16

Severance and Termination Benefits

Various compensation arrangements provide for accelerated vesting and separation pay for our NEOs upon termination of employment in various situations, including upon a change in control. These arrangements are designed to:

Each of our NEOs is a party to a severance agreement. Each agreement provides certain benefits in the event of the termination of the NEO’s employment without cause or after a change in control. The agreements do not provide for any benefits in the event of the termination of employment resulting from death, disability or retirement. We believe that providing certain severance protections in the event of a change in control play an important role in attracting and retaining key executive officers. Our Compensation Committee believes the current levels of post-employment termination compensation and benefits are appropriate and consistent with our compensation objectives.

As described in “Narrative to Summary Compensation – Employment and Severance Agreements” below, the Company entered into certain letter agreements with each NEO that amended the terms of their severance agreement in order to provide additional retention incentives as part of the Company’s acquisition by CP.

Pay Mix

The percentage of a NEO’s total compensation resulting from each of the compensation elements is not specifically determined, but instead is a result of the targeted competitive positioning for each element. By design, “at-risk” components (particularly long-term incentives) comprise a significant portion of each NEO’s total compensation. This is consistent with the Compensation Committee’s desire to reward long-term performance. In 2022, the target pay mix for our Chief Executive Officer and all other NEOs (as an average) serving as of December 31, 2022 was as follows:

17

Participants in the Compensation Process

Compensation Committee. The Compensation Committee, which is responsible for establishing our executive compensation policies and overseeing our executive compensation practices, is composed of three directors. Each of these directors meet the independence requirements of the NYSE.

Role of Meridian, our 2022 Compensation Consultant. For assistance in fulfilling its responsibilities, the Compensation Committee retained Meridian Compensation Partners, LLC as its compensation consultant to review and independently assess various aspects of our compensation programs and to advise the Compensation Committee in making its executive compensation decisions for 2022. Meridian is engaged by and reports directly to the Compensation Committee. The Compensation Committee has assessed the independence of Meridian pursuant to SEC rules, analyzed whether the work performed raised any conflict of interest, and concluded that Meridian is independent and that no conflict of interest exists. In assessing Meridian’s independence, the Compensation Committee also considers the nature and amount of work performed for the Compensation Committee during the year, the nature of any unrelated services performed by the consultant for the Company, and the fees paid for those services in relation to the firm’s total revenues. Every year, the consultant prepares for the Compensation Committee an independence letter providing assurances and confirmation of the consultant’s independent status under the noted standards.

Meridian’s role in 2022 was to provide market data, including market trend data, to the Compensation Committee, to advise the Compensation Committee regarding the Company’s executive and director compensation relative to the market, and to make recommendations to the Compensation Committee regarding compensation structure and components, including as a result of the Company’s common stock no longer being publicly traded and listed on a stock exchange.

At the direction of the Compensation Committee, Meridian compiled an executive compensation market analysis based on data provided by a third party, to assess the competitiveness of the compensation of the executives of the Company, including the NEOs. This study was used to inform decisions regarding 2022 programs and grants.

18

The results of the analysis for 2022 compensation were discussed with the Compensation Committee in February 2022. Meridian analyzed the market competitiveness of the following elements for each of the executive positions contained in this analysis:

Peer Group

In connection with this analysis and prior benchmarking analyses, the Compensation Committee with Meridian’s input defined the Company’s primary competitive market as mature, capital-intensive companies with annual revenues generally between $1 billion and $6 billion. In 2022, with respect to our NEOs, this group was comprised of the following 23 companies.

The Company also reviews the compensation of officers and other employees of the other Class I railroads. The rail industry is a relatively small industry with a unique set of skills that are highly transferable and desirable across all railroads. Although the Company’s peer group does not include any other Class I railroads, other than Canadian Pacific Railway, due to the size of such companies, the Compensation Committee believes that the compensation of the officers and employees at such other companies is important in evaluating the competitiveness of the Company’s compensation levels and the design of the pay programs.

We believe it is appropriate to provide industry-competitive total compensation opportunities to our NEOs in order to attract and retain top executive talent. However, we do not rely on this information to target any specific pay percentile for our executive officers. Instead, we use this information to provide a general overview of market practices and to ensure that we make informed decisions regarding our executive pay programs.

19

Conclusions of Compensation Committee

The results of the study conducted by the Compensation Committee with Meridian’s input generally found that the NEOs are being compensated competitively compared to the market median given their positions and responsibilities. The Compensation Committee determines the amount of such awards by referencing the competitive market data of awards for comparable positions in the Company’s peer group and the Class I railroads.

Risk Considerations in our Compensation Program

The Company also engaged Meridian to review its compensation program to assess the risks that it could create, as reflected in the Company’s risk management practices and policies. The review covered a number of key facets of the Company’s compensation plans, including their purposes, the types of performance measures used, the number and organizational level of participants, the aggregate amount and maximum individual amounts payable under the plans, and how the Company’s risk management policies and governance practices, including clawback policies, are structured to mitigate these risks. As a result of this review, the Committee concluded that the Company’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee annually reviews and assesses the risks associated with the Company’s compensation practices, policies and programs applicable to employees to determine whether the risks arising from such practices, policies and programs are appropriate or reasonably likely to have a material adverse effect on the Company.

2022 Compensation Decisions

2022 Salary Adjustments

In February 2022, the Compensation Committee approved a 2.8% increase in base salary for Mr. Ottensmeyer, a 3.9% increase for Messrs. Songer and Naatz, and a 4.1% increase for Mr. Upchurch. Mr. Orr did not receive a salary adjustment in 2022 due to the compensation that he was awarded upon becoming an employee in 2021. Base salaries are set based on performance, experience and competitiveness versus market and internal equity considerations.

2022 Short-Term Incentive Plan

In February 2022, the Compensation Committee approved the 2022 Annual Incentive Plan for our NEOs. Similar to the AIP in prior years, each NEO was assigned incentive targets at the threshold, target and maximum incentive performance levels that are a percentage of the NEO’s 2022 base salary. The target percentage assigned to each NEO is set forth in the following table:

20

For 2022, the Compensation Committee determined to use OR, OCF, TPC, IFR and AFR as the performance metrics for our NEOs under the 2022 AIP, weighted as follows:

The 2022 performance metrics by performance level are summarized in the following chart.

OR is defined as the Company’s Adjusted Operating Ratio, with any necessary adjustments to eliminate the effects of (a) fluctuations in the value of the Mexican peso against the U.S. dollar from the average exchange rates assumed in the Company’s 2022 long range plan, (b) impacts to fuel surcharge revenue and fuel expense for changes in fuel-related indices from the indices assumed in the Company’s 2022 long range plan, (c) business combinations or acquisitions transaction impacts, (d) changes in accounting principles, (e) changes in law and (f) as approved by the Compensation Committee, other transactions or events that were not contemplated at the time performance targets were established by the Compensation Committee.

OCF is defined as Operating Income before Depreciation & Amortization, minus accrued capital expenditures, with further adjustments to eliminate the effects of (a) adjustments included in Adjusted Operating Ratio as reported by the Company, (b) fluctuations in the value of the Mexican peso against the U.S. dollar from the average exchange rates assumed in the Company’s 2022 long range plan, (c) impacts to fuel surcharge revenue and fuel expense for changes in fuel-related indices from the indices assumed in the Company’s 2022 long range plan, (d) business combinations or acquisitions transaction impacts, (e) changes in accounting principles, (f) changes in laws and (g) as approved by the Compensation Committee, other transactions or events that were not contemplated at the time performance targets were established by the Compensation Committee.

TPC represents the percentage of railcars that reached their destination by their original planned goal.

21

IFR is a safety metric equal to: (number of injuries X 200,000 hours) / number of hours worked.

AFR is a safety metric equal to: (number of train accidents X 1,000,000 train miles) / number of train miles traveled.

After weighting for each performance metric, payout percentages are calculated on a sliding scale between the threshold and maximum. The payout percentage is then further adjusted based on the Company’s relative revenue growth compared to the other six Class I railroads as set forth in the following table (not to exceed a maximum of 200%):

For both the 2022 AIP and 2022 LTI Program, the Revenue Growth Multiplier (“RGM”) is based on the Company’s annual revenue growth during the last 12-months ended September 30, 2022 relative to the annual revenue growth of all other Class 1 railroads over the same time frame. Each Class 1 railroad is then ranked in order of the highest to lowest annual revenue growth rate for the12-month performance period.

For purposes of determining revenue growth (“RG”) for the Company and for all other North American Class I railroads, revenue includes (a) total revenue for the most recently reported twelve-month period, including fuel surcharge revenue, (b) adjustments for foreign exchange impacts as disclosed in publicly available information, and (c) adjustments for business combinations, acquisitions or dispositions as disclosed in publicly available information.

For the year ended December 31, 2022, the performance results, as determined and calculated under the terms of the 2022 AIP, were as follows, resulting in a payout percentage of 82% for Mr. Ottensmeyer, Orr and Songer and 86% for Messrs. Upchurch and Naatz prior to the application of the RGM.

22

In determining the Company’s RG in 2022, the Committee adjusted the Company’s calculated revenue growth to account for the variance in fuel surcharge revenue in Mexico due to the price controls on fuel that the Mexican government established in 2022. After applying such adjustment, the Company’s RGM was second among the other Class I railroads, resulting in an adjustment of 110% to the initial payout percentage.

Pursuant to the Merger Agreement, the performance goals are deemed achieved at the greater of (i) target performance or (ii) 130% of actual performance but in no event greater than 200% of target. Accordingly, Messrs. Ottensmeyer, Orr and Songer earned a 2022 AIP payout of 117% of the target amount and Messrs. Upchurch and Naatz earned a 2022 AIP payout of 122% of the target amount. See the Summary Compensation Table for actual amounts paid.

Each year, the Compensation Committee will determine whether an annual incentive program will be adopted for that year and will establish participation, award opportunities and corresponding performance measures and goals, considering general market practices and its own subjective assessment of the effectiveness of such program in meeting its goals of motivating and rewarding executives.

2022 Long-Term Incentive Program

The Compensation Committee designed the 2022 LTI Program to:

The 2022 LTI Program was approved by the Compensation Committee in February 2022. The mix of awards is as follows:

2022 Long-Term Incentive Mix

23

The following awards were granted to the Company’s NEOs for the 2022 LTI Program:

Performance Cash Awards: In 2022, the NEOs received performance cash awards that can be earned based on the achievement of financial goals over a one-year performance period. The performance metrics used under the 2022 LTI Program are OCF (weighted 50%) and OR (weighted 50%) with pre-established goals for the performance period. The results as measured against these performance goals at the end of the performance period are then used to determine a preliminary payout percentage. Because a key part of the Company’s strategy is to have superior revenue growth in the industry, the preliminary payout percentage may be further adjusted based on the Company’s relative revenue growth compared to the other six Class I railroads as set forth in the following table:

The preliminary payout percentage, together with any adjustment for the Company’s relative revenue growth during the performance period, is then multiplied by the total amount awarded at target to determine the amount earned. The Compensation Committee decided this was an appropriate manner to determine the amount earned, as it promotes alignment between executives’ long-term incentive compensation with our business plan.

Management may earn between 0% and 250% of the target performance cash award by meeting or exceeding the performance criteria set for the one-year period. The performance criteria for the one-year period were set at the February 2022 meeting of the Compensation Committee. Subject to the terms set forth in the underlying award agreement, the performance amount earned, if any, will vest on February 1, 2025.

Following are the performance metrics for and the percentage payouts at each performance level for the 2022 LTI Program:

24

For the year ended December 31, 2022, our OCF and OR, as calculated and determined under the terms of the 2022 LTI Program, was $1,129,000,000 and 61.32%, respectfully. This resulted in a payout of 89.5% before application of the RGM. In determining the Company’s revenue growth in 2022, the Committee adjusted the Company’s calculated revenue growth to account for the variance in fuel surcharge revenue in Mexico due to the price controls on fuel that the Mexican government established in 2022. After applying such adjustment, the Company’s RGM was second among the other Class I railroads resulting in an adjustment of 110% to the initial payout percentage.

The performance goals are deemed achieved at the greater of (i) target performance or (ii) 130% of actual performance but in no event greater than 250% of target. Accordingly, each NEO earned a 2022 LTI Program payout of 128% of the target amount.

The performance cash award amount earned in 2022 for each of the NEOs is as follows:

Restricted Cash Award: In addition to the performance cash award component of the 2022 LTI Program, the Compensation Committee determined it appropriate that 25% of the award be in the form of time-based, cliff-vesting, restricted cash for purposes of acting as a management retention tool during the term of the program. Subject to the terms and conditions in the underlying award agreement, the restricted cash awarded under the 2022 LTI Program vests on February 1, 2025. For employees, including NEOs, that satisfy the Company’s retirement eligibility (generally, 65 years of age or 55 years of age and 10 years of service), restricted cash awards generally will become non-forfeitable in one-third increments over three years beginning as of the last day of the year on which they met the retirement eligibility criteria.

25

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the “Compensation Discussion and Analysis” in this Amendment No. 1 on Form10-K/A. Based on that review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Company’s annual report on Form10-K for the fiscal year ended December 31, 2022.

The Compensation Committee:

Henry J. Maier, Chairman

Lydia Beebe

David Garza-Santos

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022:

26

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table and narrative provide information with respect to the compensation for the years ended December 31, 2022, 2021 and 2020 for all services rendered in all capacities to KCS and its subsidiaries.

27

28

Narrative to Summary Compensation

Employment and Severance Agreements. Each of the NEOs are party to a severance agreement with the Company. Our Severance Agreements are meant to provide a reasonable and competitive level of financial transitional support to executives in connection with the termination of their employment.

In connection with the transactions contemplated by the Merger Agreement between the Company and CP, in September 2021, KCSR entered into an agreement (each, a “Letter Agreement”) with each of the NEOs other than Mr. Orr. The Letter Agreements revise certain terms of the existing severance agreements with these executives, including: (1) providing that the protection period for enhanced change in control severance (the “CIC Protection Period”) will run from the date that the merger occurs through the two-year anniversary of the Control Date; (2) clarifying that for purposes of determining such executive’s pro-rata bonus and target bonus component of cash severance, the “target award” will be the greater of the target award for the calendar year in which the executive’s employment is terminated and the target award for the calendar year in which the change in control occurs and (3) for Mr. Upchurch, establishing the multiple applicable to the base salary and target bonus components of their severance during the CIC Protection Period at three times. In addition, in consideration of certain acknowledgements from the executives that the occurrence of the merger will not, in and of itself, constitute “Good Reason” under such executive’s severance agreements and that the non-competition period under the severance agreements for each of the executives (other than Mr. Songer) will be extended from one to two years, the Letter Agreements provide that in the event that such executive receives any payments or benefits that are subject to tax under Section 4999 of the Internal Revenue Code, as amended, the executive will receive a payment that puts the executive in the same after-tax position as though such tax did not apply. Mr. Orr’s severance agreement was not amended as it already included the terms set forth in the Letter Agreement.

More information about the severance benefits payable to our NEOs under our Severance Agreements is set forth under “Potential Payments Upon Termination, Change in Control or Corporate Transaction.”

Indemnification Agreements. We have entered into indemnification agreements with our KCS officers and directors. Each of our NEOs is an officer of KCS. These agreements are intended to supplement our officer and director liability insurance and to provide the officers and directors with specific contractual assurance that the protection provided by our Bylaws will continue to be available regardless of, among other things, an amendment to the Bylaws or a change in management or control of KCS. The indemnification agreements provide for indemnification to the fullest extent permitted by the Delaware General Corporation Law and for the prompt advancement of expenses, including attorneys’ fees and all other costs and expenses incurred in connection with any action, suit or proceeding in which the director or officer was or is a party, is threatened to be made a party or is otherwise involved, or to which the director or officer was or is a party, is threatened to be made a party or is otherwise involved by reason of service in certain capacities. Under the indemnification agreements, if required by the Delaware General Corporation Law, an advancement of expenses incurred will be made upon delivery to us of an undertaking to repay all advanced amounts if it is ultimately determined by final adjudication that the officer or director is not entitled to be indemnified for such expenses. The indemnification agreements allow directors and officers to seek court relief if indemnification or expense advances are not received within specified periods, and obligate us to reimburse them for their expenses in pursuing such relief in good faith.

29

Grants of Plan-Based Awards

The following table provides information for each of the NEOs regarding 2022 grants of non-equity incentive awards, including awards under the 2022 AIP and performance cash awards under the 2022 LTI Program.

30

Option Exercises and Stock Vested

The following table provides information for each of the NEOs regarding the vesting of stock awards during 2022.

Nonqualified Deferred Compensation

The following table provides information for each of the NEOs regarding compensation deferred under the KCS NQDC Plan. The KCS NQDC Plan is a non-qualified deferred compensation plan. Eligible employees may elect to defer up to 50% of their base salary and up to 75% of their annual short-term incentive compensation. Participants may direct the investment of their deferrals into notional accounts that mirror selected investment funds in the KCS 401(k) Plan, though the deferred funds are not actually invested and the Company may use separate assets to fund the benefit. Participant deferrals are 100% vested at all times and the withdrawals are established by the participant when making such elections.

31

Potential Payments Upon Termination of Employment or Change in Control

As described above in the “Narrative to Summary Compensation” section, each of our NEOs is a party to a severance agreement. Each agreement provides certain benefits in the event of the termination of the NEO’s employment without cause or after a change in control. The agreements do not provide for any benefits in the event of the termination of employment resulting from death, disability or retirement. We believe that providing certain severance protections in the event of a change in control play an important role in attracting and retaining key executive officers. The Compensation Committee believes the severance benefits are an appropriate and necessary component of each NEO’s compensation package.

As noted above, on September 15, 2021, KCSR entered into certain Letter Agreements with each NEO (other than Mr. Orr) in connection with the Merger Agreement with CP. These Letter Agreements amended the terms of the severance agreements between the Company and each NEO. The effect of these revised severance agreements is set forth in the following section.

The severance benefits described below are required to be provided pursuant to the terms of severance agreements with each NEO. These agreements may only be amended with the consent of the NEO.

Severance Agreements

Our Severance Agreements provide for the following severance benefits if the applicable executive’s employment ceases due to an involuntary termination without Cause or voluntary termination for Good Reason (each, defined in the severance agreement, and each, a “Qualified Termination”). Each executive’s severance benefits are subject to the execution of an “Arbitration Agreement” and a “Release.” The severance benefits are also contingent on the executive complying with certain confidentiality, non-disclosure, and non-competition provisions. Under the non-competition provisions, the executive agrees not to compete with the business of the Company in any geographic area then served by the Company for a period of two years (one year in the case of Messrs. Songer and Orr) following the termination of his or her employment. The executive also agrees, subject to certain limitations, to not divert business from the Company, solicit business from customers or prospective customers of the Company, or solicit any employee to leave the employ of the Company.

32

Other Compensatory Plans that Provide Benefits on Retirement or Termination of Employment

Described below are the portions of our compensation plans in which the accounts of NEOs become vested as a result of (a) their retirement, death, disability or termination of employment, (b) a change in control of us, or (c) a change in the NEO’s responsibilities following a change in control.

KCS 401(k) Plan. Participants, including our NEOs, are fully vested in their accounts under the KCS 401(k) Plan, other than their matching contributions. Subject to certain exceptions, Company matching contributions vest as follows: 20% vesting after two years of service, 40% after three years of service, 60% after four years of service and 100% after five years of service. Vesting is accelerated in the case of retirement at age 65, death or disability or upon a change in control of us (as defined in the KCS 401(k) Plan). Distribution of benefits under the KCS 401(k) Plan will be made in connection with a participant’s death, disability, retirement or other termination of employment. Subject to certain restrictions, a participant may elect whether payment of his or her benefits will be in a lump sum or installments. Benefits are normally paid in cash. However, to the extent a participant’s accounts are invested in whole shares of CP common stock, the participant may elect to receive distributions of benefits under the KCS 401(k) Plan in cash, whole shares of CP common stock, or in a combination of cash and whole shares of CP common stock.

2017 Plan. Pursuant to the Merger Agreement, as of December 14, 2021, the 2017 Plan was eliminated; however, performance share awards that were converted to cash pursuant to the Merger Agreement continue to be governed under the terms and conditions of the 2017 Plan. The 2017 Plan terms and conditions governing the treatment of equity awards in the event of death, disability, retirement or on account of a change of control are described below.

Subject to the terms of the specific award agreements, under the 2017 Plan, the termination of affiliation of a grantee of an award by reason of death, Disability, Retirement or on account of a Change of Control (as such terms are defined in the 2017 Plan) may accelerate the vesting of an award.

Death or Change of Control. Upon the death, or upon the termination of affiliation on account of a Change of Control, of a grantee of an award under the 2017 Plan, unless otherwise specified in the award agreement:

(i) the benefits payable with respect to any performance share or performance unit for which the performance period has ended will become nonforfeitable (per the Merger Agreement, the performance period for the 2020 and 2021 LTI Programs ended December 14, 2021 and earned a 200% payout), and the benefits payable with respect to any performance share or performance unit for which the performance period has not ended will become nonforfeitable in the amount that would be earned for such performance period if the performance goals for such performance period were met at target.

33

Disability or Retirement. Upon the termination of affiliation by reason of Disability or Retirement of a grantee of an award under the 2017 Plan, unless otherwise specified in the award agreement:

(i) the benefits payable with respect to any performance share or performance unit for which the performance period has ended will become nonforfeitable, and the benefits payable with respect to any performance share or performance unit for which the performance period has not ended will be forfeited.

Other Termination of Affiliation. Upon the termination of affiliation of a grantee of an award under the 2017 Plan for any reason other than death, Disability, Retirement, or on account of a Change of Control, then, unless otherwise specified in the award agreement:

(i) the benefits payable with respect to any performance share or performance unit for which the performance period has ended but which are not vested will be forfeited, and the benefits payable with respect to any performance share or performance unit for which the performance period has not ended will be forfeited.

Certain Award Agreements under the 2017 Plan. Certain award agreements provide for alternate termination provisions than those provided for in the 2017 Plan.

34

2022 LTI Program Award Agreements. The Restricted Cash Award And Performance Cash Award Agreement issued in connection with the 2022 LTI Program provides that if there is a termination of employment prior to vesting due to death, disability or a qualifying termination (as defined in the agreement) the Restricted Cash Award will vest and no longer be subject to restrictions and the Performance Cash Award will vest and be deemed to have earned the entire award (as calculated after the end of FY 2022 Performance Period) and without any reduction for time remaining before the Vesting Date. In the case of a termination of employment due to retirement, 1/3 of the restricted cash award will vest for each year of the vesting period that has been satisfied and the performance cash award will vest in a prorated amount. The pro rata portion of the performance cash award will be the amount of performance cash award (as calculated after the end of FY 2022 Performance Period), multiplied by a fraction, the numerator of which is 36 minus the total number of remaining whole months before December 31, 2024 and the denominator of which is 36 (i.e., 100% of the actual payment amount reduced for the period of time that the date of retirement is before December 1, 2024).

Trusts Securing the Rights of the Officers, Directors, Employees and Former Employees

We have established a series of grantor trusts (commonly referred to as “rabbi” trusts) that are intended to secure the rights of our officers, directors, employees, former employees and others (each a “Beneficiary”) under various contracts, benefit plans, agreements, arrangements and commitments. The function of each trust is to receive contributions from us and, following a change in control of the Company (as defined by the trust), if we fail to honor certain obligations to a Beneficiary, the trust shall distribute to the Beneficiary amounts accumulated in such Beneficiary’s trust account, or in the general trust account, to discharge such obligations as they become due, to the extent of available trust assets. The trusts require that we be solvent as a condition to making distributions. Trusts have been established with respect to the employment continuation commitments under employment agreements, the Executive Plan, the Directors’ Deferred Fee Plan, indemnification agreements and the 2008 Plan, among others. New trusts were executed on February 24, 2011. The new trusts are revocable by the Board of Directors until a change in control of the Company. KCSR has established similar trusts tied to any failure by KCSR to honor its obligations to beneficiaries following a change in control of KCSR.

Tables Summarizing Payments Upon Employment Termination

The following tables summarize the estimated payments that would be made under each contract, agreement, plan or arrangement which provides for payments to a NEO at, following, or in connection with any termination of employment, including by resignation, retirement, disability, or dismissal or resignation for good reason following a change in control. None of our NEOs are eligible to receive payments upon a voluntary resignation or a termination for cause (as defined above). In accordance with SEC regulations, we do not report any amount to be provided under any arrangement which does not discriminate in scope, terms or operation in favor of our NEOs and which is available generally to all salaried employees in the United States. The following tables do not repeat information provided in the Summary Compensation Table or the Outstanding Equity Awards at Year-End Table, except to the extent the amount payable would be enhanced by the termination event.

For purposes of the quantitative disclosure in the following tables, and in accordance with SEC regulations, we have assumed that the termination took place on December 31, 2022 and does not reflect the impact of any common approaches to mitigating potential tax exposure under Section 4999 of the Code, such as ascribing value to post-closing non-competition covenants.

35

36

37

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO, Mr. Patrick J. Ottensmeyer, and the annual total compensation of our employees. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described below. The Securities and Exchange Commission rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

For the year ended December 31, 2022:

To facilitate analysis and benchmarking with other U.S. Class I railroads, we are also providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of employees who are located in the U.S. (“U.S. Employees”). The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, except for the inclusion of only U.S. Employees.

For the year ended December 31, 2022:

Following is the methodology and material assumptions we applied to identify the median of the annual total compensation of all employees and the median of the annual total compensation of U.S. Employees, as well as to determine the annual total compensation of the respective “median employee”:

38

The Company believes the resulting compensation measure is the most comparable measure between the U.S. and Mexico employee populations.

DIRECTOR COMPENSATION

This section describes the compensation paid to our directors. Only directors who are not members of management receive compensation for service as a director. Patrick J. Ottensmeyer, our President and CEO, serves on our Board, but is not paid any compensation for his service on the Board. His compensation as an executive is described in the Summary Compensation Table included in this Form10-K/A.

Director Fees

Director Compensation Practices

The Compensation Committee recommends each component of director compensation to the Board. Based upon advice from its compensation consultant, the Compensation Committee seeks to recommend compensation packages, including both cash and stock components, that are competitive with the Company’s peer group. The Board does not delegate its authority for determining director compensation to any other person.

In recommending director compensation, the Compensation Committee may consider, and determine the weight it will give to, any combination of the following:

39

In 2022, no changes were made to annual director pay levels. The Compensation Committee believes its current compensation levels are, on average, aligned with its stated goal of compensating our directors at the 50th percentile of directors of companies in our peer group. The Compensation Committee will periodically review director compensation to maintain this alignment.

Director Compensation Program

Under our director compensation program each non-management director receives the following compensation for his or her service as a member of the Board:

Annual Cash Retainers for Board and Committee Membership

Director Expense Reimbursement

In addition to compensating the directors as discussed above, we also reimburse the directors for their expenses in attending Board and Committee meetings.

40

Directors’ Fee Deferral Plans

Directors are permitted to defer receipt of directors’ cash fees and retainers under an unfunded Directors’ Deferred Fee Plan (which we refer to as the “Deferred Fee Plan”) adopted by the Board. Earnings on deferred fees and earnings credited to the director’s account are determined by the hypothetical “investment” of deferred fees based on the director’s election among investment options designated by us from time to time for the Deferred Fee Plan. An underlying investment rate determined from time to time by the Board (currently the rate on United States Treasury securities with a maturity of 10 years plus one percentage point, adjusted annually on July 1) is used to credit with interest any part of a director’s account for which a mutual fund has not been designated as the hypothetical “investment.” A director’s account value will be paid after the director ceases to be a director of KCS. Amounts deferred, including related earnings, will be paid either in installments or a lump sum, as elected by the director. Distributions under the Deferred Fee Plan are allowed prior to cessation as a director in certain instances as approved by the Board. The Board may designate a plan administrator, but in the absence of such designation, the Corporate Secretary of KCS will administer the Deferred Fee Plan. No directors participated in the Deferred Fee Plan in 2022.

2022 Director Compensation

The following table shows the compensation paid to our non-employee directors in 2022.

41

BENEFICIAL OWNERSHIP

The following table contains information concerning the beneficial ownership of our Common Stock as of February 24, 2023 by:

No officer or director of KCS owns any equity securities of any subsidiary of KCS. Beneficial ownership is generally defined as either the sole or shared power to vote or dispose of the shares. Except as otherwise noted, the beneficial owners have sole power to vote and dispose of the Common Stock.

42

Beneficial Ownership Table

The Voting Trust Agreement between CP and Mr. Starling in his role as the trustee of the Voting Trust requires the trustee to vote all trust stock in favor of any proposal or action necessary or desirable to effect, or consistent with the effectuation of, the transactions contemplated by the Merger Agreement, and, until the STB has issued a final order approving the transaction and common control of KCS by CP, against any proposed merger, business combination or similar transaction involving KCS but not involving CP or one of its affiliates. On other matters (including the election or removal of directors), the trustee generally will vote the trust stock in the trustee’s sole discretion, unless CP, with the prior written approval of the STB, directs the trustee as to any such vote with respect to the trust stock represented by such trust certificate. Under the Voting Trust Agreement, the trustee is generally prohibited from exercising the voting powers of the trust stock in any way that would create any dependence or intercorporate relationship between (i) CP, on the one hand, and (ii) KCS or its affiliates, on the other hand, and is also prohibited from selling, leasing, assigning, transferring, alienating, pledging, encumbering or hypothecating the trust stock and/or any major assets of KCS.

EQUITY COMPENSATION PLAN INFORMATION

At December 31, 2022, there were no securities authorized for issuance under any compensation plans of Kansas City Southern. Pursuant to the Merger Agreement, all compensation plans under which equity securities were authorized for issuance have been terminated.

43

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors is empowered to review, approve and ratify any related party transaction as defined by Item 404 of Regulation S-K. The charter of the Nominating Committee contains procedures for the review of related person transactions and the reporting of such transactions by the Nominating Committee to the full Board of Directors for approval or ratification. These transactions, which include any financial transaction, arrangement or relationship or any series of similar transactions, are reviewed for approval or ratification for any transaction in which the Company is a participant and the Company’s directors, director nominees, executive officers, greater than five percent beneficial owners and their respective immediate family members have a direct or indirect material interest, where the amount involved in the transaction exceeds or is expected to exceed $120,000. The Nominating Committee has directed the Corporate Secretary to review on behalf of the Nominating Committee responses to annual director and officer questionnaires to determine whether any related person has, or has had, a direct or indirect material interest in any transaction with the Company or its subsidiaries, other than the receipt of ordinary director or officer compensation in the last fiscal year. The charter of the Audit Committee contains procedures designed to ensure that any related person transactions that are ratified or approved by the Nominating Committee are properly reported by the Company in its financial statements and SEC filings.

The policy outlined in the Nominating Committee Charter provides that the Nominating Committee reviews certain transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so, the Nominating Committee takes into account, among other factors it deems appropriate:

There were no related party transactions in 2022.

DIRECTOR INDEPENDENCE

The Corporate Governance Guidelines of the Company (the “Guidelines”) require that a majority of the Board of Directors must be independent, as determined affirmatively by the Board in accordance with the listing standards of the NYSE, although our goal is to have two-thirds of the members of the Board meet these requirements. We refer to directors who meet the NYSE independence standards as “Independent Directors”. All of our directors (other than Mr. Ottensmeyer, our Company’s President and Chief Executive Officer) are Independent Directors. Our Board has affirmatively determined that each Independent Director has no material relationship with the Company and is independent in accordance with applicable NYSE listing standards. These standards assist the Board in determining that a director or nominee has no material relationship with KCS, either directly or as a partner, stockholder or officer of an organization that has a relationship with KCS. The Board holds regular executive sessions of the Independent Directors. All Board committees, other than the Executive Committee, are comprised of only Independent Directors. Thus, the Independent Directors directly oversee critical matters such as the compensation of executive management, the selection and evaluation of Board nominees, the integrity of the Company’s financial statements and the development of corporate governance programs of the Company.

44

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table presents the total fees for professional audit and other services rendered by PricewaterhouseCoopers for the years ended December 31, 2022 and 2021 respectively (in thousands).

PRE-APPROVALPOLICY

The Audit Committee’s pre-approval policies and procedures, as described in its charter, provide that the Audit Committee will approve all services and fees for audit and non-audit services prior to engagement. The Chair of the Audit Committee is authorized to pre-approve any audit and non-audit services on behalf of the Audit Committee, provided that such decisions are provided to the full Audit Committee at its next scheduled meeting.

The Audit Committee pre-approved all services provided by PricewaterhouseCoopers for 2022.

45

Part IV

Part IV (Item 15) of the 2022 Form10-K is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1 on Form10-K/A.

(b) Exhibits

Exhibits are listed in the exhibit index below.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 28, 2023

46