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Canadian Pacific announces its second-quarter 2009 results

July 30, 2009
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CALGARY, July 30 /PRNewswire-FirstCall/ – Canadian Pacific Railway Limited (TSX/NYSE: CP) announced second-quarter net income of $157 million, an increase of two per cent from $155 million in 2008. The impact on net income from a decline in freight volumes was offset by a net gain after tax on the sale of a portion of CP’s interest in the Detroit River Tunnel Partnership of $69 million. Diluted earnings per share were $0.93, a decrease of seven per cent from $1.00 in second-quarter 2008.

“The recession continues to have a significant impact on our business and although freight volumes appear to have stabilized, we have not yet seen a sustained recovery in traffic,” said Fred Green, President and CEO. “In this economic climate we continue to manage what is in our control and I am pleased with our cost management efforts.”

“Our goal is to make sustainable reductions in our overall cost structure and strengthen our balance sheet. Our concentrated efforts to improve critical business processes will drive efficiency and ensure that CP is well-positioned to deliver value in the long term.”

For the second-quarter and the first-half of 2009, the results of the Dakota, Minnesota Eastern Railroad (DM E) are fully consolidated with CP’s results. For comparison, second-quarter and first-half 2008 results have also been presented on a pro forma basis. In the second quarter and first-half of 2008, DM E earnings were reported as equity income, and pro forma comparisons are provided in order to aid in the evaluation of the underlying earnings trends. Financial data presented on a pro forma basis, a non-GAAP measure, redistributes DM E’s operating results from an equity income basis of accounting to a line-by-line consolidation of DM E revenues and expenses.

    SUMMARY OF SECOND-QUARTER 2009 COMPARED WITH SECOND-QUARTER 2008

    EXCLUDING FOREIGN EXCHANGE GAIN AND LOSS ON LONG-TERM DEBT AND OTHER
    SPECIFIED ITEMS ON A PRO FORMA BASIS:

    -   Total revenues were $1.0 billion, down 21 per cent from $1.3 billion
    -   Operating expenses were $797 million, down 23 percent from
        $1.0 billion
    -   Income decreased to $100 million from $150 million, or 33 per cent
    -   Diluted earnings per share decreased to $0.59 from $0.97, or
        39 per cent
    -   Operating ratio improved 120 basis points to 77.9 per cent

    SUMMARY OF FIRST-HALF 2009 COMPARED WITH FIRST-HALF 2008

    -   Net income for the first half of 2009 was $220 million compared with
        $245 million in 2008, a decrease of 10 per cent.
    -   Diluted earnings per share were $1.33 down from $1.58 or 16 per cent

    EXCLUDING FOREIGN EXCHANGE GAIN AND LOSS ON LONG-TERM DEBT AND OTHER
    SPECIFIED ITEMS ON A PRO FORMA BASIS:

    -   Total revenues decreased 17 per cent to $2.1 billion and operating
        expenses decreased 15 per cent to $1.7 billion
    -   Income decreased 42 per cent to $154 million from $267 million
    -   Diluted earnings per share were $0.94 down from $1.72
    -   Operating ratio deteriorated 190 basis points to 82.6 per cent from
        80.7 per cent

2009 CAPITAL PROGRAM

CP now expects its capital program in 2009 to be in the range of $800 million to $820 million, an increase from the previous outlook of $720 million to $740 million. This increase is due to a buy-out of operating leases and it is anticipated that the cash impact of this increase will be offset by the proceeds from the sale of other equipment in the latter half of 2009.

    FOREIGN EXCHANGE GAIN AND LOSS ON LONG-TERM DEBT AND OTHER SPECIFIED
    ITEMS

CP had a foreign exchange loss on long-term debt of $15 million after tax in the second quarter of 2009, compared with a foreign exchange gain on long-term debt of $5 million after tax in the second quarter of 2008.

As part of a consolidated financing strategy, CP structures its U.S. dollar long-term debt in different taxing jurisdictions. As well, a portion of this debt is designated as a net investment hedge against net investment in U.S. subsidiaries. As a result, the tax on foreign exchange gains and losses on long-term debt in different taxing jurisdictions can vary significantly.

Other specified items in the second-quarter of 2009 included an after tax gain on the sale of a portion of CP’s interest in the Detroit River Tunnel Partnership of $69 million. There was also a gain in the fair value of long-term floating rates notes received in replacement of the investment in Asset Backed Commercial Paper (ABCP) of $3 million after tax. There were no other specified items in the second-quarter of 2008.

For the first six months of 2009, CP had a foreign exchange loss on long-term debt of $6 million after tax, unchanged from the first half of 2008, and there was a charge taken in 2008 to reflect an adjustment to the estimated fair value of ABCP of $15 million after tax that was classified as an other specified item.

Presentation of non-GAAP earnings

CP presents non-GAAP earnings measures in this news release to provide an additional basis for evaluating underlying earnings and liquidity trends in its business that can be compared with prior periods’ results of operations. When foreign exchange gains and losses on long-term debt and other specified items are excluded from diluted earnings per share, income and income tax expense, these are non-GAAP measures. Additional non-GAAP measures include Operating income, Capital program and Financial data on a pro forma basis.

These non-GAAP earnings measures exclude foreign currency translation effects on long-term debt, which can be volatile and short term. The impact of volatile short-term rate fluctuations on foreign-denominated debt is only realized when long-term debt matures or is settled. A reconciliation of income, excluding foreign exchange gains and losses on long-term debt and other specified items, to net income as presented in the financial statements is detailed in the attached Summary of Rail Data. In addition, these non-GAAP measures exclude other specified items (described below) that are not a part of CP’s normal ongoing revenues and operating expenses.

Diluted earnings per share, excluding foreign exchange gains and losses on long-term debt and other specified items, is referred to in this news release as “adjusted diluted earnings per share”. Revenues less operating expenses are referred to as “Operating Income” and Additions to property is referred to as “Capital Program”.

Other specified items are material transactions that may include, but are not limited to, restructuring and asset impairment charges, gains and losses on non-routine sales of assets, unusual income tax adjustments, and other items that do not typify normal business activities.

Financial data on a pro forma basis redistributes the DM E operating results originally reported on an equity income basis of accounting to a line-by-line consolidation of DM E revenues and expenses. Doing so provides a comparable measure for periods in 2008 that preceded the Surface Transportation Board’s approval of the change of control of the DM E on October 30, 2008 following that approval, the results were fully consolidated with CP’s operations. A reconciliation of financial data on a pro forma basis to financial data as reported can be found in Management’s Discussion and Analysis (Section 6.0 Non-GAAP Earnings, and Section 9.0 Operating expenses before other specified items).

The non-GAAP earnings measures described in this news release have no standardized meanings and are not defined by Canadian generally accepted accounting principles and, therefore, are unlikely to be comparable to similar measures presented by other companies.

Note on forward-looking information

This news release contains certain forward-looking statements relating but not limited to our operations, anticipated financial performance and business prospects. Undue reliance should not be placed on forward-looking information as actual results may differ materially.

By its nature, CP’s forward-looking information involves numerous assumptions, inherent risks and uncertainties, including but not limited to the following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks in agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in laws and regulations, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods, timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments, including ABCP; and various events that could disrupt operations, including severe weather conditions, security threats and governmental response to them, and technological changes.

There are factors that could cause actual results to differ from those described in the forward-looking statements contained in this news release. These more specific factors are identified and discussed elsewhere in this news release with the particular forward-looking statement in question.

Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

Canadian Pacific, through the ingenuity of its employees located across Canada and in the United States, remains committed to being the safest, most fluid railway in North America. Our people are the key to delivering innovative transportation solutions to our customers and to ensuring the safe operation of our trains through the more than 900 communities where we operate. Our combined ingenuity makes CPR a better place to work, rail a better way to ship, and North America a better place to live. Come and visit us at www.cpr.ca to see how we can put our ingenuity to work for you. Canadian Pacific is proud to be the official rail freight services provider for the Vancouver 2010 Olympic and Paralympic Winter Games.

    CONSOLIDATED STATEMENT OF INCOME
    (in millions, except per share data)
                                                        For the three months
                                                            ended June 30
                                                         2009         2008
                                                                   Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Revenues

      Freight                                        $    972.5   $  1,193.1
      Other                                                49.9         27.2
                                                    -------------------------
                                                        1,022.4      1,220.3
    Operating expenses

      Compensation and benefits                           301.6        315.5
      Fuel                                                117.7        260.3
      Materials                                            49.7         56.5
      Equipment rents                                      43.2         46.1
      Depreciation and amortization                       135.2        124.7
      Purchased services and other                        149.2        166.3
                                                    -------------------------
                                                          796.6        969.4
                                                    -------------------------
    Revenues less operating expenses                      225.8        250.9

    Gain on sale of partnership interest (Note 4)          81.2            -
    Gain in fair value of long-term
     floating rate notes (Note 12)                          4.7            -
    Foreign exchange gain on long-term debt                 3.0          6.8
    Equity income in Dakota, Minnesota & Eastern
     Railroad Corporation (Note 12)                           -         13.4
    Less:
      Other income and charges (Note 6)                    19.1          4.9
      Net interest expense (Note 7)                        73.3         62.9
                                                    -------------------------

    Income before income tax expense                      222.3        203.3

    Income tax expense (Note 8)                            65.0         48.6
                                                    -------------------------

    Net income                                       $    157.3   $    154.7
                                                    -------------------------
                                                    -------------------------

    Basic earnings per share (Note 9)                $     0.94   $     1.01
                                                    -------------------------
                                                    -------------------------

    Diluted earnings per share (Note 9)              $     0.93   $     1.00
                                                    -------------------------
                                                    -------------------------

    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF INCOME
    (in millions, except per share data)
                                                          For the six months
                                                            ended June 30
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Revenues

      Freight                                        $  2,022.7   $  2,317.5
      Other                                                70.4         49.7
                                                    -------------------------
                                                        2,093.1      2,367.2
    Operating expenses

      Compensation and benefits                           642.5        643.8
      Fuel                                                288.7        490.5
      Materials                                           118.5        122.0
      Equipment rents                                      96.9         92.0
      Depreciation and amortization                       267.6        244.6
      Purchased services and other                        313.7        325.4
                                                    -------------------------
                                                        1,727.9      1,918.3
                                                    -------------------------
    Revenues less operating expenses                      365.2        448.9

    Gain on sale of partnership interest (Note 4)          81.2            -
    Gain (loss) in fair value of long-term
     floating rate notes/asset-backed
     commercial paper (Note 12)                             4.7        (21.3)
    Foreign exchange gain (loss) on long-term debt          2.8         (9.5)
    Equity income in Dakota, Minnesota & Eastern
     Railroad Corporation (Note 12)                           -         24.4
    Less:
      Other income and charges (Note 6)                    26.6         11.6
      Net interest expense (Note 7)                       145.7        122.8
                                                    -------------------------

    Income before income tax expense                      281.6        308.1

    Income tax expense (Note 8)                            61.8         62.7
                                                    -------------------------

    Net income                                       $    219.8   $    245.4
                                                    -------------------------
                                                    -------------------------

    Basic earnings per share (Note 9)                $     1.34   $     1.60
                                                    -------------------------
                                                    -------------------------

    Diluted earnings per share (Note 9)              $     1.33   $     1.58
                                                    -------------------------
                                                    -------------------------

    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    (in millions)

                                                        For the three months
                                                            ended June 30
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Comprehensive income

    Net income                                       $    157.3   $    154.7

    Other comprehensive income

      Unrealized foreign exchange (loss) gain on:
        Translation of the net investment in
         U.S. subsidiaries                               (143.4)        (9.1)
        Translation of the U.S. dollar-denominated
         long-term debt designated as a hedge of
         the net investment in U.S. subsidiaries          142.1          8.0

      Change in derivatives designated as
       cash flow hedges:
        Realized gain on cash flow hedges
         settled in the period                             (1.4)        (6.0)
        Decrease in unrealized holding loss
         on cash flow hedges                                3.4         21.0
        Realized loss on cash flow hedges
         settled in prior periods                           1.8          1.7
                                                    -------------------------

      Other comprehensive income before income taxes        2.5         15.6

      Income tax expense                                  (20.2)        (5.3)
                                                    -------------------------

    Other comprehensive (loss) income                     (17.7)        10.3
                                                    -------------------------

    Comprehensive income                             $    139.6   $    165.0
                                                    -------------------------
                                                    -------------------------

    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    (in millions)

                                                          For the six months
                                                            ended June 30
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Comprehensive income

    Net income                                       $    219.8   $    245.4

    Other comprehensive income

      Unrealized foreign exchange (loss) gain on:
        Translation of the net investment in
         U.S. subsidiaries                                (85.6)        37.2
        Translation of the U.S. dollar-denominated
         long-term debt designated as a hedge of
         the net investment in U.S. subsidiaries           82.1        (35.0)

      Change in derivatives designated as
       cash flow hedges:
        Realized loss (gain) on cash flow hedges
         settled in the period                              2.8        (8.9)
        Decrease in unrealized holding loss
         on cash flow hedges                                3.2         15.2
        Realized loss on cash flow hedges
         settled in prior periods                           1.8          1.6
                                                    -------------------------

      Other comprehensive income before income taxes        4.3         10.1

      Income tax (expense) recovery                       (13.7)         2.7
                                                    -------------------------

    Other comprehensive (loss) income                      (9.4)        12.8
                                                    -------------------------

    Comprehensive income                             $    210.4   $    258.2
                                                    -------------------------
                                                    -------------------------

    See notes to interim consolidated financial statements.

    CONSOLIDATED BALANCE SHEET
    (in millions)
                                                        June 30   December 31
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Assets
    Current assets
      Cash and cash equivalents (Note 5)             $    334.3   $    117.6
      Accounts receivable (Note 16)                       488.5        647.4
      Materials and supplies                              203.8        215.8
      Future income taxes                                  69.1         76.5
      Other                                                88.0         65.7
                                                    -------------------------
                                                        1,183.7      1,123.0

    Investments (Note 12)                                 151.5        151.1
    Net properties                                     12,499.8     12,576.3
    Assets held for sale (Note 14)                         26.5         39.6
    Other assets                                        1,298.5      1,326.1
    Goodwill and intangible assets                        224.8        237.2
                                                    -------------------------
    Total assets                                     $ 15,384.8   $ 15,453.3
                                                    -------------------------
                                                    -------------------------

    Liabilities and shareholders' equity
    Current liabilities
      Short-term borrowing                           $     55.6   $    150.1
      Accounts payable and accrued liabilities            834.6      1,034.9
      Income and other taxes payable                       40.2         42.2
      Dividends payable                                    41.6         38.1
      Long-term debt maturing within one year             386.6         44.0
                                                    -------------------------
                                                        1,358.6      1,309.3

    Deferred liabilities                                  819.2        865.2
    Long-term debt (Note 13)                            3,977.8      4,685.8
    Future income taxes                                 2,622.7      2,610.0

    Shareholders' equity
      Share capital (Note 15)                           1,722.2      1,220.8
      Contributed surplus                                  35.1         40.2
      Accumulated other comprehensive income               68.9         78.3
      Retained income                                   4,780.3      4,643.7
                                                    -------------------------
                                                        6,606.5      5,983.0
                                                    -------------------------

    Total liabilities and shareholders' equity       $ 15,384.8   $ 15,453.3
                                                    -------------------------
                                                    -------------------------

    Commitments and contingencies (Note 20)
    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF CASH FLOWS
    (in millions)
                                                        For the three months
                                                            ended June 30
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Operating activities
      Net income                                     $    157.3   $    154.7
      Add (deduct) items not affecting cash:
        Depreciation and amortization                     135.2        124.7
        Future income taxes                                69.8         32.4
        Gain in fair value of long-term
         floating rate notes (Note 12)                     (4.7)           -
        Foreign exchange gain on long-term debt            (3.0)        (6.8)
        Amortization and accretion charges                  3.2          2.6
        Equity income, net of cash received                 1.0        (12.5)
        Gain on sale of partnership interest (Note 4)     (81.2)           -
        Net loss on repurchase of debt (Note 13)           16.6            -
      Restructuring and environmental remediation
       payments (Note 10)                                 (10.5)       (10.8)
      Pension funding in excess of expense                (20.4)       (14.3)
      Other operating activities, net                     (22.7)        45.6
      Change in non-cash working capital balances
       related to operations (Note 11)                    (51.2)      (132.5)
                                                    -------------------------
      Cash provided by operating activities               189.4        183.1
                                                    -------------------------
    Investing activities
      Additions to properties                            (266.9)      (237.3)
      Additions to investments and other assets               -        (57.4)
      Reductions to investments and other assets           12.3         (0.4)
      Additions to investment in Dakota, Minnesota
       & Eastern Railroad Corporation (Note 12)               -         (1.2)
      Net proceeds (cost) from disposal of
       transportation properties (Note 4)                 110.7         (0.1)
                                                    -------------------------
      Cash used in investing activities                  (143.9)      (296.4)
                                                    -------------------------
    Financing activities
      Dividends paid                                      (41.7)       (38.0)
      Issuance of CP Common Shares                          3.4          4.8
      Net (decrease) increase in short-term borrowing     (76.4)       188.3
      Issuance of long-term debt (Note 13)                409.5      1,068.7
      Repayment of long-term debt (Note 13)              (593.5)    (1,069.9)
      Settlement of treasury rate lock                        -        (30.9)
      Settlement of foreign exchange forward on
       long-term debt (Note 16)                            29.2            -
                                                    -------------------------
      Cash (used in) provided by financing
       activities                                        (269.5)       123.0
                                                    -------------------------
    Effect of foreign exchange fluctuations on U.S.
     dollar-denominated cash and cash equivalents          (8.2)        (0.1)
                                                    -------------------------

    Cash position
      (Decrease) increase in cash and cash equivalents   (232.2)         9.6
      Cash and cash equivalents at beginning of period    566.5         71.3
                                                    -------------------------
      Cash and cash equivalents at
       end of period (Note 5)                        $    334.3   $     80.9
                                                    -------------------------
                                                    -------------------------

    Certain of the comparative figures have been reclassified in order to be
    consistent with the 2009 presentation.
    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF CASH FLOWS
    (in millions)

                                                          For the six months
                                                            ended June 30
                                                         2009         2008
                                                                    Restated
                                                                 (see Note 2)
                                                    -------------------------
                                                            (unaudited)
    Operating activities
      Net income                                     $    219.8   $    245.4
      Add (deduct) items not affecting cash:
        Depreciation and amortization                     267.6        244.6
        Future income taxes                                61.4         27.8
        (Gain)/loss in fair value of long-term
         floating rate notes/asset-backed
         commercial paper (Note 12)                        (4.7)        21.3
        Foreign exchange (gain) loss on long-term debt     (2.8)         9.5
        Amortization and accretion charges                  6.5          5.1
        Equity income, net of cash received                 1.1        (23.4)
        Gain on sale of partnership interest (Note 4)     (81.2)           -
        Net loss on repurchase of debt (Note 13)           16.6            -
      Restructuring and environmental
       remediation payments (Note 10)                     (19.0)       (24.5)
      Pension funding in excess of expense                (41.5)       (26.5)
      Other operating activities, net                     (14.1)        32.6
      Change in non-cash working capital balances
       related to operations (Note 11)                    (63.1)      (170.2)
                                                    -------------------------
      Cash provided by operating activities               346.6        341.7
                                                    -------------------------
    Investing activities
      Additions to properties                            (404.9)      (364.7)
      Additions to investments and other assets               -       (192.1)
      Reductions to investments and other assets           12.3         (0.4)
      Additions to investment in Dakota, Minnesota
       & Eastern Railroad Corporation (Note 12)               -         (7.5)
      Net proceeds (cost) from disposal of
       transportation properties (Note 4)                 111.6         (2.6)
                                                    -------------------------
      Cash used in investing activities                  (281.0)      (567.3)
                                                    -------------------------
    Financing activities
      Dividends paid                                      (79.7)       (72.5)
      Issuance of CP Common Shares (Note 15)              499.2         17.0
      Net (decrease) increase in short-term borrowing     (94.5)        25.3
      Issuance of long-term debt (Note 13)                409.5      1,068.7
      Repayment of long-term debt (Note 13)              (606.8)    (1,080.5)
      Settlement of treasury rate lock                        -        (30.9)
      Settlement of foreign exchange forward
       on long-term debt (Note 16)                         29.2            -
                                                    -------------------------
      Cash provided by (used in) financing activities     156.9        (72.9)
                                                    -------------------------
    Effect of foreign exchange fluctuations on
     U.S. dollar-denominated cash and cash
     equivalents                                           (5.8)         1.3
                                                    -------------------------
    Cash position
      Increase (decrease) in cash and cash equivalents    216.7       (297.2)
      Cash and cash equivalents at beginning of period    117.6        378.1
                                                    -------------------------
      Cash and cash equivalents at
       end of period (Note 5)                        $    334.3   $     80.9
                                                    -------------------------
                                                    -------------------------

    Certain of the comparative figures have been reclassified in order to be
    consistent with the 2009 presentation.
    See notes to interim consolidated financial statements.

    CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
    (in millions)

    (unaudited)                 For the six months ended June 30, 2009
                           --------------------------------------------------
                                                     Accumulated
                                                        other
                              Share     Contributed comprehensive  Retained
                             Capital      Surplus       income      income
                           --------------------------------------------------
    Balance at December 31,
     2008, as previously
     reported              $  1,220.8   $     40.2   $     78.3   $  4,654.1
    Adjustment for change
     in accounting policy
     (Note 2)                                                          (10.4)
                                                                  -----------
    Balance at December 31,
     2008, as restated                                               4,643.7
    Net Income                                                         219.8
    Other comprehensive loss                               (9.4)
    Dividends                                                          (83.2)
    Shares issued (Note 15)     488.9
    Stock compensation
     (recovery) expense                       (2.9)
    Shares issued under
     stock option plans          12.5         (2.2)
                           --------------------------------------------------

    Balance at June 30,
     2009                  $  1,722.2   $     35.1   $     68.9   $  4,780.3
                           --------------------------------------------------
                           --------------------------------------------------

                                For the six months ended June 30, 2008
                           --------------------------------------------------
    Balance at December 31,
     2007, as previously
     reported              $  1,188.6   $     42.4   $     39.6   $  4,187.3
    Adjustment for change
     in accounting policy
     (Note 2)                                                           (7.4)
                                                                  -----------
    Balance at December 31,
     2007, as restated                                               4,179.9
    Net Income                                                         245.4
    Other comprehensive income                             12.8
    Dividends                                                          (76.1)
    Stock compensation expense                 6.8
    Shares issued under
     stock option plans          28.3         (9.4)
                           --------------------------------------------------
    Balance at June 30,
     2008                  $  1,216.9   $     39.8   $     52.4   $  4,349.2
                           --------------------------------------------------
                           --------------------------------------------------

    See notes to interim consolidated financial statements.

    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    JUNE 30, 2009
    (unaudited)

    1   Basis of presentation

        These unaudited interim consolidated financial statements and notes
        have been prepared using accounting policies that are consistent with
        the policies used in preparing Canadian Pacific Railway Limited's
        ("CP", "the Company" or "Canadian Pacific Railway") 2008 annual
        consolidated financial statements, except as discussed below and in
        Note 2 for the adoption of new accounting standards. They do not
        include all disclosures required under Canadian Generally accepted
        accounting principles ("GAAP") for annual financial statements and
        should be read in conjunction with the annual consolidated financial
        statements.

        CP's operations can be affected by seasonal fluctuations such as
        changes in customer demand and weather-related issues. This
        seasonality could impact quarter-over-quarter comparisons.

    2   New accounting changes

        Goodwill and intangible assets

        In February 2008, the Canadian Institute of Chartered Accountants
        ("CICA") issued accounting standard Section 3064 "Goodwill, and
        intangible assets", replacing accounting standard Section 3062
        "Goodwill and other intangible assets" and accounting standard
        Section 3450 "Research and development costs". Section 3064
        establishes standards for the recognition, measurement, presentation
        and disclosure of intangible assets and goodwill subsequent to its
        initial recognition. The new Section was applicable to financial
        statements relating to fiscal years beginning on or after October 1,
        2008. Accordingly, the Company adopted the new standards for its
        fiscal year beginning January 1, 2009. The provisions of Section 3064
        were adopted retrospectively, with restatement of prior periods.

        As a result of this adoption, the Company has retroactively expensed
        certain expenditures related to pre-operating periods of a facility,
        rather than recording them as assets in "Other assets" and
        "Net properties". The adoption of Section 3064 resulted in a
        reduction to opening retained income of $7.4 million at January 1,
        2008 and $10.4 million at January 1, 2009. For the three months ended
        June 30, 2008, the adoption of this section resulted in an increase
        to "Purchased services and other" expense of $0.2 million. For the
        six months ended June 30, 2008, the adoption of this section resulted
        in an increase to "Purchased services and other" expense of
        $0.4 million and a decrease to "Income tax expense" of $0.1 million.
        This change also resulted in a $0.01 decrease to previously reported
        diluted earnings per share for the six months ended June 30, 2008.

        Credit risk and the fair value of financial assets and financial
        liabilities

        On January 20, 2009 the Emerging Issues Committee ("EIC") issued a
        new abstract EIC 173 "Credit risk and the fair value of financial
        assets and financial liabilities". This abstract concludes that an
        entity's own credit risk and the credit risk of the counterparty
        should be taken into account when determining the fair value of
        financial assets and financial liabilities, including derivative
        instruments.

        This abstract applies to all financial assets and liabilities
        measured at fair value in interim and annual financial statements for
        periods ending on or after January 20, 2009. The adoption of this
        abstract did not impact the Company's financial statements.

    3   Future accounting changes

        International Financial Reporting Standards ("IFRS")/U.S. GAAP

        On February 13, 2008, the Canadian Accounting Standards Board
        ("AcSB") confirmed that publicly accountable enterprises will be
        required to adopt IFRS in place of Canadian GAAP for interim and
        annual reporting purposes for fiscal years beginning on or after
        January 1, 2011, unless, as permitted by Canadian securities
        regulations, registrants were to adopt U.S. GAAP on or before this
        date. CP has determined that, commencing on January 1, 2010, it will
        adopt U.S. GAAP for its financial reporting. As a result, CP will not
        be adopting IFRS in 2011.

        Business combinations, consolidated financial statements and
        non-controlling interests

        In January 2009, the CICA issued three new standards:

        Business combinations, Section 1582

        This section replaces the former Section 1581 "Business combinations"
        and provides the Canadian equivalent to International Financial
        Reporting Standard IFRS 3 "Business Combinations" (January 2008). The
        new standard requires the acquiring entity in a business combination
        to recognize most of the assets acquired and liabilities assumed in
        the transaction at fair value including contingent assets and
        liabilities; and recognize and measure goodwill acquired in the
        business combination or a gain in the case of a bargain purchase.
        Acquisition-related costs are to be expensed.

        Consolidated financial statements, Section 1601 and Non-controlling
        interests, Section 1602

        These two sections replace Section 1600 "Consolidated financial
        statements". Section 1601 "Consolidated financial statements" carries
        forward guidance from Section 1600 "Consolidated financial
        statements" with the exception of non-controlling interests which are
        addressed in a separate section. Section 1602 "Non-controlling
        interests" requires the Company to report non-controlling interests
        within equity, separately from the equity of the owners of the
        parent, and transactions between an entity and non-controlling
        interests as equity transactions.

        All three standards are effective January 1, 2011 however, adoption
        of these standards by the Company is not expected given the decision
        to adopt U.S. GAAP. Early adoption of all three standards is
        permitted.

    4   Gain on sale of partnership interest

        During the second quarter of 2009, the Company completed a sale of a
        portion of its investment in the Detroit River Tunnel Partnership
        ("DRTP") to its existing partner, reducing the Company's ownership
        from 50% to 16.5%. The sale was agreed to on March 31, 2009 but was
        subject to regulatory approval, which was received during the second
        quarter. The proceeds received in the quarter from the transaction
        were $110 million. Additional proceeds of $22 million are contingent
        on achieving certain future freight volumes through the tunnel, and
        have not been recognized. The gain on this transaction was
        $81.2 million ($68.7 million after tax). Effective April 1 2009, the
        Company discontinued proportionate consolidation and is accounting
        for its remaining investment in the DRTP under the equity method of
        accounting.

    5   Cash and cash equivalents

                                           June 30  December 31      June 30
        (in millions)                         2009         2008         2008
                                          -----------------------------------

        Cash                              $   16.8     $   11.3     $   10.8
        Short term investments;
          Government guaranteed
           investments                       269.4            -            -
          Deposits with financial
           institutions                       48.1        106.3         70.1
                                          -----------------------------------
        Total cash and cash equivalents   $  334.3     $  117.6     $   80.9
                                          -----------------------------------
                                          -----------------------------------

        All cash is invested in accordance with policies approved by the
        Company's Board of Directors which require minimum ratings.
        Government and financial institutions meet these standards if they
        carry AA or A1 ratings, or the equivalent, from at least two credit
        rating agencies.

    6   Other income and charges

                                For the three months      For the six months
                                    ended June 30            ended June 30
        (in millions)              2009        2008         2009        2008
                               ----------------------  ----------------------

        Amortization of
         discount on
         restructuring
         accruals               $    0.9    $    0.2    $    2.0    $    0.4
        Amortization of
         discount on worker's
         compensation accrual        1.3         1.4         2.6         2.7
        Net loss on repurchase
         of debt (Note 13)          16.6           -        16.6           -
        Other exchange (gains)
         losses                     (2.4)        0.6         0.8         1.9
        Charges on sale of
         accounts receivable           -         1.1           -         2.7
        Gains on non-hedging
         derivative
         instruments                   -        (0.9)          -        (0.9)
        Finance operating
         costs and capital
         structure
         administration              2.7         2.5         4.6         4.8
                               ----------------------  ----------------------
        Total other income
         and charges            $   19.1    $    4.9    $   26.6    $   11.6
                               ----------------------  ----------------------
                               ----------------------  ----------------------

    7   Net interest expense

                                For the three months      For the six months
                                    ended June 30            ended June 30
        (in millions)              2009        2008        2009        2008
                               ----------------------  ----------------------

        Interest expense        $   75.7    $   64.8    $  149.0    $  129.5
        Interest income             (2.4)       (1.9)       (3.3)       (6.7)
                               ----------------------  ----------------------
        Total net interest
         expense                $   73.3    $   62.9    $  145.7    $  122.8
                               ----------------------  ----------------------
                               ----------------------  ----------------------

    8   Income taxes

        During the six months ended June 30, 2009, legislation was
        substantively enacted to reduce British Columbian provincial income
        tax rates. As a result of these changes, the Company recorded an
        $11.2 million benefit in future tax liability and income tax expense
        for the six months ended June 30, 2009, related to the revaluation
        of its future income tax balances as at December 31, 2008.

        During the six months ended June 30, 2008, legislation was
        substantively enacted to reduce provincial income tax rates. As a
        result of these changes, the Company recorded a $15.7 million benefit
        in future tax liability and income tax expense for the six months
        ended June 30, 2008, related to the revaluation of its future income
        tax balances as at December 31, 2007. For the three months ended
        June 30, 2008 the Company recorded a $5.1 million benefit in future
        income tax liability and income tax expense.

        Cash taxes paid for the three months ended June 30, 2009, were $0.3
        million (three months ended June 30, 2008 - $13.2 million).  Cash
        taxes paid in the six months ended June 30, 2009 were $3.6 million
        (six months ended June 30, 2008 - $57.9 million).

    9   Earnings per share

        At June 30, 2009, the number of shares outstanding was 168.1 million
        (June 30, 2008 - 153.8 million).

        Basic earnings per share have been calculated using net income for
        the period divided by the weighted average number of CPRL shares
        outstanding during the period.

        Diluted earnings per share have been calculated using the treasury
        stock method, which assumes that any proceeds received from the
        exercise of in-the-money options would be used to purchase Common
        Shares at the average market price for the period.

        The number of shares used in earnings per share calculations is
        reconciled as follows:

                                For the three months      For the six months
                                    ended June 30            ended June 30
        (in millions)              2009        2008        2009        2008
                               ----------------------  ----------------------

        Weighted average shares
         outstanding               168.0       153.7       164.5       153.6
        Dilutive effect of
         stock options               0.4         1.4         0.2         1.4
                               ----------------------  ----------------------
        Weighted average
         diluted shares
         outstanding               168.4       155.1       164.7       155.0
                               ----------------------  ----------------------
        (in dollars)

        Basic earnings per
         share                  $   0.94    $   1.01    $   1.34    $   1.60
        Diluted earnings per
         share                  $   0.93    $   1.00    $   1.33    $   1.58
                               ----------------------  ----------------------
                               ----------------------  ----------------------

        For the three and six months ended June 30, 2009, 2,809,967 and
        3,101,592 options were excluded from the computation of diluted
        earnings per share because their effects were not dilutive (three and
        six months ended June 30, 2008 - 613,933 and 617,825).

    10  Restructuring and environmental remediation

        At June 30, 2009, the provision for restructuring and environmental
        remediation was $234.7 million (December 31, 2008 - $251.2 million).
        This provision primarily includes labour liabilities for
        restructuring plans. Payments are expected to continue in diminishing
        amounts until 2025. The environmental remediation liability includes
        the cost of a multi-year soil remediation program.

        Set out below is a reconciliation of CP's liabilities associated with
        restructuring and environmental remediation programs:

        Three months ended June 30, 2009

                        Opening                   Amortiz-           Closing
                        Balance                      ation  Foreign  Balance
                         Apr. 1                         of Exchange  June 30
        (in millions)      2009  Accrued Payments Discount   Impact     2009
                        -----------------------------------------------------

        Labour liability
         for terminations
         and severances $  96.2      2.7     (5.1)     1.5     (2.1) $  93.2

        Other non-labour
         liabilities for
         exit plans         0.5        -        -        -        -      0.5
                        -----------------------------------------------------

        Total
         restructuring
         liability         96.7      2.7     (5.1)     1.5     (2.1)    93.7
                        -----------------------------------------------------

        Environmental
         remediation
         program          154.3      0.6     (5.4)       -     (8.5)   141.0
                        -----------------------------------------------------

        Total
         restructuring
         and
         environmental
         remediation
         liability      $ 251.0      3.3    (10.5)     1.5    (10.6) $ 234.7
                        -----------------------------------------------------
                        -----------------------------------------------------

        Three months ended June 30, 2008

                        Opening                   Amortiz-           Closing
                        Balance                      ation  Foreign  Balance
                        April 1                         of Exchange  June 30
        (in millions)      2008  Accrued Payments Discount   Impact     2008
                        -----------------------------------------------------

        Labour liability
         for terminations
         and severances $ 118.9      1.5     (8.3)     1.1     (0.3) $ 112.9

        Other non-labour
         liabilities for
         exit plans         0.6        -        -        -        -      0.6
                        -----------------------------------------------------

        Total
         restructuring
         liability        119.5      1.5     (8.3)     1.1     (0.3)   113.5
                        -----------------------------------------------------

        Environmental
         remediation
         program          105.5      1.0     (2.5)       -     (0.3)   103.7
                        -----------------------------------------------------

        Total
         restructuring
         and
         environmental
         remediation
         liability      $ 225.0      2.5    (10.8)     1.1     (0.6) $ 217.2
                        -----------------------------------------------------
                        -----------------------------------------------------

        Six months ended June 30, 2009

                        Opening                   Amortiz-           Closing
                        Balance                      ation  Foreign  Balance
                         Jan. 1                         of Exchange  June 30
        (in millions)      2009  Accrued Payments Discount   Impact     2009
                        -----------------------------------------------------

        Labour liability
         for terminations
         and severances $  99.6      3.6    (12.0)     3.2     (1.2) $  93.2

        Other non-labour
         liabilities for
         exit plans         0.5        -        -        -        -      0.5
                        -----------------------------------------------------

        Total
         restructuring
         liability        100.1      3.6    (12.0)     3.2     (1.2)    93.7
                        -----------------------------------------------------

        Environmental
         remediation
         program          151.1      1.6     (7.0)       -     (4.7)   141.0
                        -----------------------------------------------------

        Total
         restructuring
         and
         environmental
         remediation
         liability      $ 251.2      5.2    (19.0)     3.2     (5.9) $ 234.7
                        -----------------------------------------------------
                        -----------------------------------------------------

        Six months ended June 30, 2008

                        Opening                   Amortiz-           Closing
                        Balance                      ation  Foreign  Balance
                         Jan. 1                         of Exchange  June 30
        (in millions)      2008  Accrued Payments Discount   Impact     2008
                        -----------------------------------------------------

        Labour liability
         for terminations
         and severances $ 129.2      1.5    (20.6)     2.2      0.6  $ 112.9

        Other non-labour
         liabilities for
         exit plans         0.8        -     (0.2)       -        -      0.6
                        -----------------------------------------------------

        Total
         restructuring
         liability        130.0      1.5    (20.8)     2.2      0.6    113.5
                        -----------------------------------------------------

        Environmental
         remediation
         program          104.0      1.9     (3.7)       -      1.5    103.7
                        -----------------------------------------------------

        Total
         restructuring
         and
         environmental
         remediation
         liability      $ 234.0      3.4    (24.5)     2.2      2.1  $ 217.2
                        -----------------------------------------------------
                        -----------------------------------------------------

        Amortization of Discount is charged to income as "Other income and
        charges", "Compensation and Benefits" and "Purchased Services and
        Other" as applicable. New accruals and adjustments to previous
        accruals are reflected in "Compensation and Benefits" and
        "Purchased Services and Other" as applicable.

    11  Accounts receivable

        In the second quarter of 2008, the Company's accounts receivable
        securitization program was terminated. As a result of this
        termination, in the Company's Consolidated Balance Sheet, Accounts
        receivable and other current assets increased by $120.0 million and
        in the consolidated statement of cash flows the Change in non-cash
        working capital balances related to operations reflected an outflow
        of $120.0 million. As well, the related servicing asset and liability
        which had previously been recognized are no longer required to be
        maintained and were settled as part of the termination.

    12  Investments

                                                        June 30  December 31
        (in millions)                                      2009         2008
                                                      -----------------------

        Rail investments accounted for on an equity
         basis                                         $   56.7     $   48.4
        Long-term floating rate notes                      65.2            -
        Asset backed commercial paper                         -         72.7
        Other investments                                  29.6         30.0
                                                      -----------------------
        Total investments                              $  151.5     $  151.1
                                                      -----------------------
                                                      -----------------------

        Dakota, Minnesota & Eastern Railroad Corporation ("DM&E")

        Dakota, Minnesota & Eastern Railroad Corporation was acquired on
        October 4, 2007 and is wholly-owned by the Company. The purchase was
        subject to review and approval by the U.S. Surface Transportation
        Board ("STB"), during which time the shares of DM&E were placed in a
        voting trust. The STB approved the purchase effective on October 30,
        2008, at which time the Company assumed control of the DM&E.
        Subsequent to October 30, 2008 the results of DM&E are consolidated
        with the Company on a line-by-line basis.

        The Company accounted for its investment in DM&E using the equity
        method until the acquisition was approved by the STB and the Company
        assumed control. Equity income from the Company's investment in
        DM&E, which is recorded net of tax, was $13.4 million during the
        three months ended June 30, 2008, and $24.4 million during the six
        months ended June 30, 2008 and is recorded in "Equity income in
        Dakota, Minnesota & Eastern Railroad Corporation" on the Consolidated
        Statement of Income.

        Gain/loss in fair value of long-term floating rate notes/asset-backed
        commercial paper ("ABCP")

        At June 30, 2009 the Company held replacement long-term floating rate
        notes, with a total settlement value of $130.5 million, issued as a
        result of the restructuring discussed below. At December 31, 2008,
        the Company held the original ABCP issued by a number of trusts with
        an original cost of $143.6 million. At the dates the Company acquired
        these investments they were rated R1 (High) by DBRS Limited ("DBRS"),
        the highest credit rating issued for commercial paper, and backed by
        R1 (High) rated assets and liquidity agreements. These investments
        matured during the third quarter of 2007 but, as a result of
        liquidity issues in the ABCP market, did not settle on maturity nor
        have they traded in an active market since. As a result, the Company
        classified its ABCP as held for trading long-term investments after
        initially classifying them as Cash and cash equivalents. The long-
        term floating rate notes received in replacement of ABCP have also
        been classified as held for trading long-term investments.

        On January 12, 2009, a Canadian Court granted an order for the
        implementation of a restructuring plan for the ABCP and the
        restructuring was completed on January 21, 2009. As a result, CP
        received new replacement long-term floating rate notes with a total
        settlement value of $142.8 million.

        During the second quarter of 2009 the Company received $12.3 million
        in partial redemption of its Master Asset Vehicle ("MAV") 3 Class 9
        Traditional Asset ("TA") Tracking notes and MAV 2 Class 8 Ineligible
        Assets ("IA") Tracking notes representing 100% of the original
        investment value of the redeemed notes. As a result of the
        restructuring and the subsequent redemptions of notes, at June 30,
        2009 the Company held replacement long-term floating rate notes with
        settlement values as follows:

        -  $0.2 million MAV 3 Class 9 TA Tracking notes with expected
           repayments over approximately seven years.

        -  $118.2 million MAV 2 notes with eligible assets represented by a
           combination of leveraged collateralized debt, synthetic assets and
           traditional securitized assets with expected repayments over
           approximately five to eight years:

           -  Class A-1: $59.3 million
           -  Class A-2: $45.9 million
           -  Class B: $8.3 million
           -  Class C: $3.5 million
           -  Class 14: $1.2 million

        -  $12.1 million MAV 2 IA Tracking notes representing assets that
           have an exposure to US mortgages and sub-prime mortgages with
           expected repayments over approximately four to 20 years:

           -  Class 3: $0.5 million
           -  Class 6: $5.5 million
           -  Class 7: $3.4 million
           -  Class 8: $0.1 million
           -  Class 13: $2.6 million

        The MAV 2 Class A-1 notes have received an A rating by DBRS. In
        addition, the MAV 2 Class A-2 notes have also received an A rating by
        DBRS but are currently under a negative watch.

        The valuation technique used by the Company to estimate the fair
        value of its investment in long-term floating rate notes at June 30,
        2009 and ABCP at December 31, 2008, incorporates probability weighted
        discounted cash flows considering the best available public
        information regarding market conditions and other factors that a
        market participant would consider for such investments. The
        assumptions used in determining the estimated fair value reflect the
        details included in the Information Statement issued by the
        pan-Canadian restructuring committee and subsequent court-appointed
        Monitor's Reports, the terms of the notes issued in the restructuring
        and the risks associated with the long-term floating rate notes. The
        interest rates and maturities of the various long-term floating rate
        notes and ABCP, discount rates and credit losses modelled at
        June 30, 2009 and December 31, 2008, respectively are:

           June 30, 2009
           Probability weighted average coupon interest     Nil%
           rate
           Weighted average discount rate                   8.3%
           Expected repayments of long-term floating        four to 20 years
           rate notes
           Credit losses                                    MAV 3 Class 9
                                                            notes: nil
                                                            MAV 2 eligible
                                                            asset notes: nil
                                                            to 100%
                                                            MAV 2 IA notes:
                                                            25%

           December 31, 2008
           Probability weighted average coupon interest     2.2%
           rate
           Weighted average discount rate                   9.1%
           Expected repayments of ABCP notes                five to eight
                                                            years, other than
                                                            certain tracking
                                                            notes to be paid
                                                            down on
                                                            restructuring

           Credit losses                                    Notes expected to
                                                            be rated (1): nil
                                                            to 25%
                                                            Notes not
                                                            expected to be
                                                            rated (2): 25 to
                                                            100%

           (1) TA Tracking, Class A-1 and Class A-2 senior notes and
               IA Tracking notes.
           (2) Class B and Class C subordinated notes and IA Tracking notes.

        Coupon interest rates and credit losses vary by each of the different
        replacement long-term floating rate notes as each has different
        risks. Coupon interest rates and credit losses also vary by the
        different probable cash flow scenarios that have been modelled.

        Discount rates vary dependent upon the credit rating of the
        replacement long-term floating rate notes. Discount rates have been
        estimated using Government of Canada benchmark rates plus expected
        spreads for similarly rated instruments with similar maturities and
        structure.

        The expected repayments vary by different replacement long-term
        floating rate notes as a result of the expected maturity of the
        underlying assets.

        One of the cash flow scenarios modelled is a liquidation scenario
        whereby recovery of the Company's investment is through the
        liquidation of the underlying assets of the notes. While the
        likelihood is remote, there remains a possibility that a liquidation
        scenario may occur even following the successful restructuring of the
        ABCP.

        The probability weighted discounted cash flows resulted in an
        estimated fair value of the Company's long-term floating rate notes
        of $65.2 million at June 30, 2009 (December 31, 2008 - ABCP
        $72.7 million). The reduction in the estimated fair value reflects
        the redemption at par of the MAV 3 Class 9 TA Tracking notes and
        MAV 2 Class 8 IA Tracking notes, offset by accretion and changes in
        market assumptions. The change in the estimated fair value in the
        second quarter of 2009 and in the six months to June 30, 2009
        resulted in a gain of $4.7 million excluding accretion (second
        quarter 2008 - $nil, six months to June 30, 2008 - $21.3 million
        charge against income). The change in the original cost and estimated
        fair value of the Company's long-term floating rate notes is as
        follows:

                                                       Original    Estimated
                                                         cost     fair value
                                                      -----------------------

        As at January 1, 2009                          $  143.6     $   72.7
        Change due to restructuring, January 21, 2009      (0.8)           -
                                                      -----------------------
        As at March 31, 2009                              142.8         72.7
        Redemption of notes                               (12.3)        (7.9)
        Accretion                                             -          0.1
        Change in market assumptions                          -          0.3
                                                      -----------------------
        As at June 30, 2009                            $  130.5     $   65.2
                                                      -----------------------
                                                      -----------------------

        Sensitivity analysis is presented below for key assumptions:

                                                                      Change
                                                                     in fair
                                                                    value of
                                                                   long-term
                                                                    floating
           (in millions)                                          rate notes
                                                                 ------------
           Coupon Interest rate
           50 basis point increase                                  $    2.1
           50 basis point decrease                                     Nil(1)

           Discount rate
           50 basis point increase                                  $   (2.1)
           50 basis point decrease                                  $    2.2
                                                                 ------------
                                                                 ------------
           (1) Notes are currently expected to earn no interest.

        Continuing uncertainties regarding the value of the assets which
        underlie the long-term floating rate notes and the amount and timing
        of cash flows and the outcome of the restructuring could give rise to
        a further material change in the value of the Company's investment in
        long-term floating rate notes which could impact the Company's
        near-term earnings.

    13  Long-term debt

        During the second quarter of 2009, the Company issued US$350 million
        7.25% 10-year Notes for net proceeds of CDN$408.5 million. The Notes
        are unsecured, but carry a negative pledge. The proceeds from this
        offering contributed to the repurchase of debt with a carrying
        amount of $555.3 million pursuant to a tender offer for a total cost
        of $571.9 million. Upon repurchase of the debt a net loss of
        $16.6 million was recognized during the quarter to "Other income and
        charges". The loss consisted largely of premiums paid to bond holders
        to tender their debt, and the write-off of unamortized fees, partly
        offset by a fair value adjustment (gain) recognized on the unwind of
        interest rate swaps associated with the 6.250% Notes that were
        repurchased (see Note 16). The following table summarizes the
        principal amount, carrying amount and cost to redeem debt repurchased
        during the quarter:

                                         Principal     Carrying       Cost
                                           Amount       Amount     to Redeem
        (in millions)                      in USD       in CDN       in CDN
                                         ------------------------------------

        6.250% Notes due October 15, 2011 $  154.3     $  184.1     $  184.6
        5.75% Notes due May 15, 2013         298.6        342.7        359.1
        6.50% Notes due May 15, 2018        24.8*        28.5         28.2
                                         ------------------------------------
        Total debt tendered               $  477.7     $  555.3     $  571.9
                                         ------------------------------------
                                         ------------------------------------
        * Includes US$2.7 million principal amount of debt repurchased
            prior to commencement of the debt tender.

    14  Assets held for sale

                                                        June 30  December 31
        (in millions)                                      2009         2008
                                                      -----------------------

        Track and roadway                              $      -     $   12.9
        Land and building                                  21.5         21.6
        Rolling stock                                       5.0          5.1
                                                      -----------------------
        Total assets held for sale                     $   26.5     $   39.6
                                                      -----------------------
                                                      -----------------------

    15  Shareholders' equity

        An analysis of Common Share balances is as follows:

                                For the three months      For the six months
                                    ended June 30            ended June 30
        (in millions)              2009        2008        2009        2008
                               ----------------------------------------------

        Share capital, beginning
         of period                 168.0       153.6       153.8       153.3
        Shares issued under
         stock option plans          0.1         0.2         0.4         0.5
        Shares issued                  -           -        13.9           -
                               ----------------------------------------------
        Share capital, end of
         period                    168.1       153.8       168.1       153.8
                               ----------------------------------------------
                               ----------------------------------------------

        On February 3, 2009, CP filed a final prospectus offering for sale to
        the public, primarily in Canada and the U.S., up to 13,900,000 CP
        common shares at a price of $36.75 per share. The offering closed on
        February 11, 2009, at which time CP issued 13,900,000 common shares,
        including 1,300,000 common shares issued under the provisions of an
        over-allotment option available to the underwriters of the common
        share offering, for gross proceeds of approximately $511 million
        (proceeds net of fees and issue costs were $488.9 million).

    16  Financial instruments

        Foreign exchange forward contracts

        In June 2007, the Company entered into a currency forward to set the
        exchange rate on US$400 million 6.250% Notes due 2011. This
        derivative guarantees the amount of Canadian dollars that the Company
        will repay when its US$400 million 6.250% Note matures in
        October 2011. During the second quarter of 2009, the Company recorded
        a loss of $30.9 million and $16.8 million for the six months ended
        June 30, 2009 (second quarter 2008 an unrealized loss of $9.7 million
        and for the six months ended June 30, 2008 an unrealized gain of $4.2
        million) to "Foreign exchange gain (loss) on long-term debt" related
        to the currency forward. These represent both realized and unrealized
        losses.

        During the first quarter of 2009, CP unwound and settled
        US$25 million of the US$400 million currency forward for total
        proceeds of $4.5 million received in the second quarter. In the
        second quarter of 2009, a further US$275 million of the currency
        forward was unwound and settled for total proceeds of $26.6 million.
        At June 30, 2009, the unrealized gain on the remaining currency
        forward of $9.4 million (December 31, 2008 - $57.3 million) was
        included in "Other assets".

        Interest rate management

        During the second quarter of 2009, CP unwound its outstanding
        interest rate swap agreements for total proceeds of $16.8 million.
        These agreements were classified as fair value hedges related to
        debt of US$200 million. The swap agreements converted a portion of
        the Company's fixed-interest-rate liability into a variable-rate
        liability for the 6.250% Notes. The gain was deferred as a fair value
        adjustment to the underlying debt that was hedged and will be
        amortized to "Net interest expense" until such time that the 6.250%
        Notes are repaid.

        Prior to the unwind, the Company recorded a gain of $1.7 million
        during the three months ended June 30, 2009 (2008 - $0.9 million) and
        $3.1 million for the six months ended June 30, 2009 (six months ended
        June 30, 2008 - $1.1 million) to "Net interest expense".

        Subsequent to the unwinding of this swap a portion of the underlying
        6.250% Notes were repurchased in the second quarter and, as a result,
        a pro rata share of the fair value adjustment amounting to a
        $6.5 million gain was recognized immediately as part of the net loss
        on repurchase of debt (see Note 13).

        Stock-based compensation expense management

        To minimize the volatility to compensation expense created by changes
        in share price, the Company entered into a Total Return Swap ("TRS")
        to reduce the volatility and total cost to the Company over time of
        three types of stock-based compensation programs: share appreciation
        rights ("SARs"), deferred share units ("DSUs"), and restricted share
        units ("RSUs"). The TRS is a derivative that provides price
        appreciation and dividends, in return for a charge by the
        counterparty. The swaps were intended to minimize volatility to
        "Compensation and benefits" expense by providing a gain to
        substantially offset increased compensation expense as the share
        price increased and a loss to offset reduced compensation expense
        when the share price falls. If stock-based compensation share units
        fall out of the money after entering the program, the loss associated
        with the swap would no longer be offset by any compensation expense
        reductions, which would reduce the effectiveness of the swap.

        "Compensation and benefits" expense on our Consolidated Statement of
        Income included an unrealized gain on these swaps of $13.6 million in
        the second quarter of 2009 and a net gain of $2.9 million for the six
        months ended June 30, 2009 which was inclusive of both realized
        losses and unrealized gains (unrealized gain of $3.3 million for the
        second quarter 2008 and $6.0 million for the six months ended June
        30, 2008). During the first quarter of 2009, in order to improve the
        effectiveness of the TRS in mitigating the volatility of stock-based
        compensation programs, CP unwound a portion of the program for a
        total cost of $31.1 million that was settled in the second quarter of
        2009. At June 30, 2009, the unrealized loss on the remaining TRS of
        $33.9 million was included in "Deferred liabilities" on our
        Consolidated Balance Sheet (December 31, 2008 - $67.9 million).

        Fuel price management

        At June 30, 2009, the Company had crude futures contracts, which are
        accounted for as cash flow hedges, to purchase approximately
        90,000 barrels during the remainder of 2009 at average quarterly
        prices of US$38.19 per barrel. This represents approximately 3% of
        estimated fuel purchases for the remainder of 2009. At June 30, 2009,
        the unrealized gain on these futures contracts was $3.5 million
        (December 31, 2008 - $3.2 million) and was reflected in "Other"
        current assets with the offset, net of tax, reflected in Accumulated
        other comprehensive income ("AOCI") on our Consolidated Balance
        Sheet.

        At June 30, 2009, the Company had foreign exchange ("FX") forward
        contracts (in conjunction with the crude purchases above), which are
        accounted for as cash flow hedges, totalling US$2.9 million for the
        remainder of 2009 at exchange rates ranging from 1.2293 to 1.2306. At
        June 30, 2009, the unrealized loss on these forward contracts was
        $0.3 million (December 31, 2008 - loss of $0.1 million) and was
        recognized in "Accounts payable and accrued liabilities" with the
        offset, net of tax, reflected in "AOCI" on our Consolidated Balance
        Sheet.

        At June 30, 2009, the Company had diesel futures contracts, which are
        accounted for as cash flow hedges, to purchase approximately
        177,000 barrels during the period July 2009 to June 2010 at average
        quarterly prices of US$73.41 per barrel. This represents
        approximately 3% of estimated fuel purchases for this period. At
        June 30, 2009, the unrealized gain on these futures contracts was
        $1.6 million (December 31, 2008 - unrealized loss $4.5 million) and
        was reflected in "Other" current assets with the offset, net of tax,
        reflected in "AOCI" on our Consolidated Balance Sheet.

        In addition at June 30, 2009, the Company had heating oil crack
        spread futures contracts which were not designated nor accounted for
        as cash flow hedges, to purchase approximately 375,000 barrels during
        the third quarter of 2009 at an average price of US$5.91 per barrel.
        This represents approximately 25% of estimated fuel purchases in the
        quarter. At June 30, 2009, the unrealized gain on these futures
        contracts was $0.1 million and has been recognized in income in
        "Fuel" expense.

        For the second quarter of 2009, "Fuel" expense was decreased by
        $0.9 million as a result of realized gains arising from settled
        swaps. During the quarter, there were minimal gains realized on FX
        forward contracts. For the second quarter of 2008, "Fuel" expense was
        reduced by $5.2 million as a result of realized gains of $5.8 million
        arising from settled swaps, partially offset by realized losses of
        $0.6 million arising from settled FX forward contracts.

        For the six months ended June 30, 2009, "Fuel" expense was increased
        by $4.8 million as a result of realized losses arising from settled
        swaps. During the first six months, there were minimal gains realized
        on FX forward contracts. For the six months ended June 30, 2008,
        "Fuel" expense was reduced by $8.8 million as a result of realized
        gains of $10.1 million arising from settled swaps, partially offset
        by realized losses of $1.3 million arising from settled FX forward
        contracts.

        Credit risk

        Credit risk refers to the possibility that a customer or counterparty
        will fail to fulfil its obligations under a contract and as a result,
        create a financial loss for the Company. The Company's credit risk
        regarding its investment in long-term floating rate notes are
        discussed in more detail in Note 12.

        Credit risk management

        The railway industry services predominantly financially established
        customers and the Company has experienced limited financial loss with
        respect to credit risk. The credit worthiness of customers is
        assessed using credit scores supplied by a third party, and through
        direct monitoring of their financial well-being on a continual basis.
        The Company establishes guidelines for customer credit limits and
        should thresholds in these areas be reached, appropriate precautions
        are taken to improve collectibility. Pursuant to their respective
        terms, accounts receivable are aged as follows:

                                                        June 30  December 31
        (in millions)                                      2009         2008
                                                      -----------------------

        Up to date                                     $  373.0     $  394.8
        Under 30 days past due                             72.1        163.0
        30-60 days past due                                13.3         33.7
        61-90 days past due                                 5.4         17.5
        Over 90 days past due                              16.0         29.7
                                                      -----------------------
                                                          479.8        638.7

        Non-trade receivables                               8.7          8.7
                                                      -----------------------
        Total Accounts receivable                      $  488.5     $  647.4
                                                      -----------------------
                                                      -----------------------

        Counterparties to financial instruments expose the Company to credit
        losses in the event of non-performance. Counterparties for derivative
        and cash transactions are limited to high credit quality financial
        institutions, which are monitored on an ongoing basis. Counterparty
        credit assessments are based on the financial health of the
        institutions and their credit ratings from external agencies. With
        the exception of long-term floating rate notes (Note 12), the Company
        does not anticipate non-performance that would materially impact the
        Company's financial statements.

        With the exception of long-term floating rate notes (Note 12) and a
        significant customer (Note 19), the Company believes there are no
        significant concentrations of credit risk.

    17  Stock-based compensation

        In the first six months of 2009, under CP's stock option plans, the
        Company issued 747,800 options to purchase Common Shares at the
        weighted average price of $36.29 per share, based on the closing
        price on the grant date. In tandem with these options, 747,450 stock
        appreciation rights were issued at the weighted average exercise
        price of $36.29.

        Pursuant to the employee plan, options may be exercised upon vesting,
        which is between 24 months and 36 months after the grant date, and
        will expire after 10 years. Some options only vest if certain
        performance targets are achieved and expire approximately five years
        after the grant date.

        The following is a summary of the Company's fixed stock option plans
        as of June 30, 2009 (including options granted under the Directors'
        Stock Option Plan, which was suspended in 2003):

                                        2009                    2008
                              ----------------------- -----------------------
                                            Weighted                Weighted
                                             average                 average
                               Number of    exercise   Number of    exercise
                                 options       price     options       price
                              ----------------------- -----------------------

        Outstanding,
         January 1             7,671,143   $   49.52   6,981,108   $   43.97
        New options granted      747,800       36.29   1,360,400       71.59
        Exercised               (333,550)      30.60    (493,460)      34.40
        Forfeited               (188,625)      59.17     (85,050)      47.09
                              -----------             -----------
        Outstanding, June 30   7,896,768       48.84   7,762,998   $   49.39
                              ----------------------- -----------------------
                              ----------------------- -----------------------
        Options exercisable
         at June 30            5,036,718   $   42.68   4,637,348   $   38.33
                              ----------------------- -----------------------
                              ----------------------- -----------------------

        Compensation expense is recognized over the vesting period for stock
        options issued since January 1, 2003, based on their estimated fair
        values on the date of grants, as determined by the Black-Scholes
        option pricing model.

        Under the fair value method, the fair value of options at the grant
        date was $5.4 million for options issued in the first six months of
        2009 (first six months of 2008 - $14.1 million). The weighted average
        fair value assumptions were approximately:

                                                          For the six months
                                                             ended June 30
                                                           2009        2008
                                                      -----------------------

        Expected option life (years)                        5.00        4.39
        Risk-free interest rate                             2.14%       3.54%
        Expected stock price volatility                       30%         22%
        Expected annual dividends per share            $    0.99   $    0.99
        Weighted average fair value of options
         granted during the year                       $    7.24   $   15.12
                                                      -----------------------
                                                      -----------------------

        Performance share units

        In the first six months of 2009, the Company issued
        404,580 Performance Share Units ("PSUs"). PSUs vest and are settled
        in cash approximately three years after the grant date contingent
        upon CP's performance (performance factor). The expense related to
        the PSUs is accrued based on the price of Common Shares at the end of
        the period and the anticipated performance factor, over the vesting
        period. In the first six months of 2009, the expense recognized by
        PSUs was $6.8 million.

    18  Pensions and other benefits

        The total benefit cost for the Company's defined benefit pension
        plans and post-retirement benefits for the three months ended
        June 30, 2009, was $2.2 million (three months ended June 30, 2008 -
        $19.9 million) and for the six months ended June 30, 2009, was
        $13.3 million (six months ended June 30, 2008 - $39.0 million).

    19  Significant customer

        During the first six months of 2009, one customer comprised 8.2% of
        total revenue (first six months of 2008 - 12.3%). At June 30, 2009,
        that same customer represented 4.4% of total accounts receivable
        (June 30, 2008 - 5.4%).

    20  Commitments and contingencies

        In the normal course of its operations, the Company becomes involved
        in various legal actions, including claims relating to injuries and
        damages to property. The Company maintains provisions it considers to
        be adequate for such actions. While the final outcome with respect to
        actions outstanding or pending at June 30, 2009, cannot be predicted
        with certainty, it is the opinion of management that their resolution
        will not have a material adverse effect on the Company's financial
        position or results of operations.

        Capital commitments

        At June 30, 2009, the Company had multi-year capital commitments of
        $785.5 million, mainly for locomotive overhaul agreements, in the
        form of signed contracts. Payments for these commitments are due in
        2009 through 2028.

        Operating lease commitments

        At June 30, 2009, minimum payments under operating leases were
        estimated at $1,045.3 million in aggregate, with annual payments in
        each of the next five years of: balance of 2009 - $79.2 million;
        2010 - $150.3 million; 2011 - $128.7 million; 2012 - $114.8 million;
        2013 - $100.1 million.

        Guarantees

        At June 30, 2009, the Company had residual value guarantees on
        operating lease commitments of $183.4 million. The maximum amount
        that could be payable under these and all of the Company's other
        guarantees cannot be reasonably estimated due to the nature of
        certain of the guarantees. All or a portion of amounts paid under
        certain guarantees could be recoverable from other parties or through
        insurance. The Company has accrued for all guarantees that it expects
        to pay. At June 30, 2009, these accruals amounted to $7.5 million.

    21  Capital disclosures

        The Company monitors capital using a number of key financial metrics,
        including:
           - total debt to total capitalization; and
           - interest-coverage ratio: earnings before interest and taxes
             ("EBIT") to net interest expense.

        Both of these metrics have no standardized meanings prescribed by
        GAAP and, therefore, are unlikely to be comparable to similar
        measures of other companies.

        The calculations for the aforementioned key financial metrics are as
        follows:

        Total debt to total capitalization
        ----------------------------------
        Total debt, which is a non-GAAP measure, is the sum of long-term
        debt, long-term debt maturing within one year and short-term
        borrowing. This sum is divided by total debt plus total shareholders'
        equity as presented on our Consolidated Balance Sheet.

        Interest coverage ratio
        -----------------------
        EBIT, which is a non-GAAP measure that is calculated, on a twelve
        month rolling basis, as revenues less operating expenses, less other
        income and charges, plus equity income in DM&E, divided by net
        interest expense. The ratio excludes changes in the estimated fair
        value of the Company's investment in long-term floating rate
        notes/ABCP and the gain on sale of partnership interest as these are
        not in the normal course of business.

        The following table illustrates the financial metrics and their
        corresponding guidelines currently in place:

        ---------------------------------------------------------------------
                                        Management      June 30,     June 30,
        (in millions)                      targets         2009         2008
        ---------------------------------------------------------------------
        Long-term debt                                $ 3,977.8    $ 4,016.8
        Long-term debt maturing within
         one year                                         386.6        238.4
        Short-term borrowing                               55.6        255.0
        ---------------------------------------------------------------------
        Total debt(1)                                 $ 4,420.0    $ 4,510.2
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Shareholders' equity                          $ 6,606.5    $ 5,658.3
        Total debt                                      4,420.0      4,510.2
        ---------------------------------------------------------------------
        Total debt plus equity(1)                     $11,026.5    $10,168.5
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Revenues less operating
         expenses(2)                                  $   968.8    $ 1,075.8
        Less:
          Other income and charges                        (37.7)       (28.2)
        Plus:
          Equity income in DM&E                            26.9         36.7
        ---------------------------------------------------------------------
        EBIT(1)(2)                                    $   958.0    $ 1,084.3
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Total debt                                    $ 4,420.0    $ 4,510.2
        Total debt plus equity                        $11,026.5    $10,168.5
        ---------------------------------------------------------------------
        Total debt to total          No more than
         capitalization(1)               50.0%            40.1%        44.4%
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        EBIT                                          $   958.0    $ 1,084.3
        Net interest expense                          $   284.0    $   231.1
        ---------------------------------------------------------------------
        Interest Coverage            No less than
         Ratio(1)(2)                      4.0               3.4          4.7
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) These earnings measures have no standardized meanings prescribed
            by Canadian GAAP and, therefore, are unlikely to be comparable to
            similar measures of other companies.
        (2) The balance is calculated on a rolling twelve-month basis.

        The Company remains in compliance with all external financial
        covenants.

        The Company's financial objectives and strategy as described above
        have remained substantially unchanged over the last two fiscal years.
        The objectives are reviewed on an annual basis and financial metrics
        and their management targets are monitored on a quarterly basis. In
        2009, the Company changed one of its measures used to monitor capital
        from net-debt to net-debt-plus-equity ratio to total debt to total
        capitalization to better align with a more common convention used by
        investors. The interest coverage ratio has decreased during the
        twelve-month period ending June 30, 2009 due to a reduction in
        year-over-year earnings and an increase in net interest expense
        associated with the debt assumed in the acquisition of the DM&E. The
        interest coverage ratio for the period is below the management target
        provided due to lower volumes as a result of the global recession
        that occurred during the period.

        In addition, CP issued 13,900,000 common shares generating net
        proceeds of $488.9 million and monetized certain assets to reduce
        indebtedness and further augment its cash position due to ongoing
        uncertainty around the timing of the economic recovery.

        The Company is also subject to a financial covenant of funded debt to
        total capitalization in the revolver loan agreement. Performance to
        this financial covenant is well within permitted limits.

                            Summary of Rail Data
                            --------------------
      (Reconciliation of GAAP earnings to non-GAAP earnings on page 2)
      ----------------------------------------------------------------

                                                Second Quarter
                                  -------------------------------------------
                                     2009    2008(1)(2)  Fav/(Unfav)     %
                                  -------------------------------------------
    Financial (millions, except
    ---------------------------
     per share data)
     ---------------

    Revenues
    --------
      Freight revenue             $   972.5  $ 1,193.1  $  (220.6)     (18.5)
      Other revenue                    49.9       27.2       22.7       83.5
                                  --------------------------------
                                    1,022.4    1,220.3     (197.9)     (16.2)
                                  --------------------------------
    Operating expenses
    ------------------
      Compensation and benefits       301.6      315.5       13.9        4.4
      Fuel                            117.7      260.3      142.6       54.8
      Materials                        49.7       56.5        6.8       12.0
      Equipment rents                  43.2       46.1        2.9        6.3
      Depreciation and
       amortization                   135.2      124.7      (10.5)      (8.4)
      Purchased services and other    149.2      166.3       17.1       10.3
                                  --------------------------------
                                      796.6      969.4      172.8       17.8
                                  --------------------------------
    Revenues less operating
     expenses                         225.8      250.9      (25.1)     (10.0)

    Gain on sale of partnership
     interest                          81.2          -       81.2          -
    Gain (loss) in fair value of
     long-term floating rate notes/
     asset-backed commercial paper      4.7          -        4.7          -
    Foreign exchange gain (loss)
     on long-term debt                  3.0        6.8       (3.8)     (55.9)
    Equity income in Dakota,
     Minnesota & Eastern Railroad
     Corporation (DM&E)                   -       13.4      (13.4)    (100.0)

    Less:

      Other income and charges         19.1        4.9      (14.2)    (289.8)
      Net interest expense             73.3       62.9      (10.4)     (16.5)
                                  --------------------------------
    Income before income tax
     expense                          222.3      203.3       19.0        9.3
      Income tax expense               65.0       48.6      (16.4)     (33.7)
                                  --------------------------------
    Net income                    $   157.3  $   154.7  $     2.6        1.7
                                  --------------------------------
                                  --------------------------------

    Basic earnings per share      $    0.94  $    1.01  $   (0.07)      (6.9)
                                  --------------------------------
                                  --------------------------------

    Diluted earnings per share    $    0.93  $    1.00  $   (0.07)      (7.0)
                                  --------------------------------
                                  --------------------------------

                                                 Year-to-date
                                  -------------------------------------------
                                     2009    2008(1)(2)  Fav/(Unfav)     %
                                  -------------------------------------------
    Financial (millions, except
    ---------------------------
     per share data)
     ---------------

    Revenues
    --------
      Freight revenue             $ 2,022.7  $ 2,317.5  $  (294.8)     (12.7)
      Other revenue                    70.4       49.7       20.7       41.6
                                  --------------------------------
                                    2,093.1    2,367.2     (274.1)     (11.6)
                                  --------------------------------
    Operating expenses
    ------------------
      Compensation and benefits       642.5      643.8        1.3        0.2
      Fuel                            288.7      490.5      201.8       41.1
      Materials                       118.5      122.0        3.5        2.9
      Equipment rents                  96.9       92.0       (4.9)      (5.3)
      Depreciation and
       amortization                   267.6      244.6      (23.0)      (9.4)
      Purchased services and other    313.7      325.4       11.7        3.6
                                  --------------------------------
                                    1,727.9    1,918.3      190.4        9.9
                                  --------------------------------
    Revenues less operating
     expenses                         365.2      448.9      (83.7)     (18.6)

    Gain on sale of partnership
     interest                          81.2          -       81.2          -
    Gain (loss) in fair value of
     long-term floating rate notes/
     asset-backed commercial paper      4.7      (21.3)      26.0      122.1
    Foreign exchange gain (loss)
     on long-term debt                  2.8       (9.5)      12.3      129.5
    Equity income in Dakota,
     Minnesota & Eastern Railroad
     Corporation (DM&E)                   -       24.4      (24.4)    (100.0)

    Less:

      Other income and charges         26.6       11.6      (15.0)    (129.3)
      Net interest expense            145.7      122.8      (22.9)     (18.6)
                                  --------------------------------
    Income before income tax
     expense                          281.6      308.1      (26.5)      (8.6)
      Income tax expense               61.8       62.7        0.9        1.4
                                  --------------------------------
    Net income                    $   219.8  $   245.4  $   (25.6)     (10.4)
                                  --------------------------------
                                  --------------------------------

    Basic earnings per share      $    1.34  $    1.60  $   (0.26)     (16.3)
                                  --------------------------------
                                  --------------------------------

    Diluted earnings per share    $    1.33  $    1.58  $   (0.25)     (15.8)
                                  --------------------------------
                                  --------------------------------

    (1) The 2008 figures include the results of the DM&E on an equity
        accounting basis through October 29, 2008 and on a fully consolidated
        basis after that date including the first two quarters of 2009.

    (2) Certain 2008 figures have been restated for the adoption of CICA
        accounting standard 3064, which requires the expensing of certain
        expenditures related to pre-operating periods of a facility rather
        than recording them as assets.

                        Summary of Rail Data (Page 2)
                        -----------------------------
            Reconciliation of GAAP earnings to non-GAAP earnings
            ----------------------------------------------------

                                                Second Quarter
                                  -------------------------------------------
                                     2009    2008(1)(2)  Fav/(Unfav)     %
                                  -------------------------------------------
    Financial (millions)
    --------------------

    Net income                    $   157.3  $   154.7  $     2.6        1.7
    Exclude:

    Foreign exchange gain (loss)
    ----------------------------
     on long-term debt (FX on LTD)
     -----------------------------
      FX on LTD                         3.0        6.8       (3.8)         -
      Income tax recovery
       (expense) on FX on LTD(3)      (17.6)      (2.3)     (15.3)         -
                                  --------------------------------
      FX on LTD (net of tax)          (14.6)       4.5      (19.1)         -

    Other specified items
    ---------------------
    Gain on sale of partnership
     interest                          81.2          -       81.2          -
    Income tax on partnership
     interest                         (12.5)         -      (12.5)         -
                                  --------------------------------
    Gain on sale on partnership
     interest (net of tax)             68.7          -       68.7          -
                                  --------------------------------
    Gain (loss) in fair value of
     long-term floating rate
     notes/asset-backed commercial
     paper (ABCP)                       4.7          -        4.7          -
    Income tax recovery (expense)
     on gain (loss) in fair value
     of long-term floating rate
     notes/ABCP                        (1.5)         -       (1.5)         -
                                  --------------------------------
    Gain (loss) in fair value of
     long-term floating rate
     notes/(ABCP) (net of tax)          3.2          -        3.2          -
                                  --------------------------------
    Income before foreign exchange
     gain (loss) on long-term debt
     and other specified items(4) $   100.0  $   150.2  $   (50.2)     (33.4)
                                  --------------------------------
                                  --------------------------------
    Earnings per share (EPS)
    ------------------------
    Diluted EPS, as determined
     by GAAP                      $    0.93  $    1.00  $   (0.07)      (7.0)
    Exclude:
      Diluted EPS, related to FX
       on LTD, net of tax(4)          (0.09)      0.03      (0.12)         -
      Diluted EPS, related to
       other specified items,
       net of tax(4)                   0.43          -       0.43          -
                                  --------------------------------
    Diluted EPS, before FX on LTD
     and other specified items(4) $    0.59  $    0.97  $   (0.38)     (39.2)
                                  --------------------------------
                                  --------------------------------

    Operating ratio(4)(5) (%)          77.9       79.4        1.5          -

    Shares Outstanding
    ------------------
    Weighted average (avg) number
     of shares outstanding
     (millions)                       168.0      153.7       14.3        9.3
    Weighted avg number of diluted
     shares outstanding (millions)    168.4      155.1       13.3        8.6

    Foreign Exchange
    ----------------
    Average foreign exchange rate
     (US$/Canadian$)                  0.846      0.991     (0.145)     (14.6)
    Average foreign exchange rate
     (Canadian$/US$)                  1.182      1.009      0.173       17.1

                                                 Year-to-date
                                  -------------------------------------------
                                     2009    2008(1)(2)  Fav/(Unfav)     %
                                  -------------------------------------------
    Financial (millions)
    --------------------

    Net income                    $   219.8  $   245.4   $  (25.6)     (10.4)
    Exclude:

    Foreign exchange gain (loss)
    ----------------------------
     on long-term debt (FX on LTD)
     -----------------------------
      FX on LTD                         2.8       (9.5)      12.3          -
      Income tax recovery
       (expense) on FX on LTD(3)       (9.0)       3.4      (12.4)         -
                                  --------------------------------
      FX on LTD (net of tax)           (6.2)      (6.1)      (0.1)         -

    Other specified items
    ---------------------
    Gain on sale of partnership
     interest                          81.2          -       81.2          -
    Income tax on partnership
     interest                         (12.5)         -      (12.5)         -
                                  --------------------------------
    Gain on sale on partnership
     interest (net of tax)             68.7          -       68.7          -
                                  --------------------------------
    Gain (loss) in fair value of
     long-term floating rate
     notes/asset-backed commercial
     paper (ABCP)                       4.7      (21.3)      26.0          -
    Income tax recovery (expense)
     on gain (loss) in fair value
     of long-term floating rate
     notes/ABCP                        (1.5)       6.3       (7.8)         -
                                  --------------------------------
    Gain (loss) in fair value of
     long-term floating rate
     notes/(ABCP) (net of tax)          3.2      (15.0)      18.2          -
                                  --------------------------------
    Income before foreign exchange
     gain (loss) on long-term debt
     and other specified items(4) $   154.1  $   266.5  $  (112.4)     (42.2)
                                  --------------------------------
                                  --------------------------------

    Earnings per share (EPS)
    ------------------------
    Diluted EPS, as determined
     by GAAP                      $    1.33  $    1.58  $   (0.25)     (15.8)
    Exclude:
      Diluted EPS, related to FX
       on LTD, net of tax(4)          (0.04)     (0.04)         -          -
      Diluted EPS, related to
       other specified items,
       net of tax(4)                   0.43      (0.10)      0.53          -
                                  --------------------------------
    Diluted EPS, before FX on LTD
     and other specified items(4) $    0.94  $    1.72  $   (0.78)     (45.3)
                                  --------------------------------
                                  --------------------------------

    Operating ratio(4)(5) (%)          82.6       81.0       (1.6)         -

    Shares Outstanding
    ------------------
    Weighted average (avg) number
     of shares outstanding
     (millions)                       164.5      153.6       10.9        7.1
    Weighted avg number of diluted
     shares outstanding (millions)    164.7      155.0        9.7        6.3

    Foreign Exchange
    ----------------
    Average foreign exchange rate
     (US$/Canadian$)                  0.826      0.999     (0.173)     (17.3)
    Average foreign exchange rate
     (Canadian$/US$)                  1.210      1.001      0.209       20.9

    (1) The 2008 figures include the results of the DM&E on an equity
        accounting basis through October 29, 2008 and on a fully consolidated
        basis after that date including the first two quarters of 2009.

    (2) Certain 2008 figures have been restated for the adoption of CICA
        accounting standard 3064, which requires the expensing of certain
        expenditures related to pre-operating periods of a facility rather
        than recording them as assets.

    (3) Income tax on FX on LTD is discussed in the MD&A in the "Other Income
        Statement Items" section - "Income Taxes".

    (4) These earnings measures have no standardized meanings prescribed by
        GAAP and may not be comparable to similar measures of other
        companies.
        See note on non-GAAP earnings measures included in this
        press release.

    (5) Operating ratio is the percentage derived by dividing operating
        expenses by total revenues.

                        Summary of Rail Data (Page 3)
                        -----------------------------
                   Pro forma Basis Including DM&E in 2008
                   --------------------------------------

                                                Second Quarter
                                  -------------------------------------------
                                    2009  2008(1)(2)(3)  Fav/(Unfav)     %
                                            Pro forma
                                  -------------------------------------------
    Financial (millions, except
    ---------------------------
     per share data)
     ---------------

    Revenues
    --------
      Freight revenue             $   972.5  $ 1,274.3  $  (301.8)     (23.7)
      Other revenue                    49.9       27.8       22.1       79.5
                                  --------------------------------
                                    1,022.4    1,302.1     (279.7)     (21.5)
                                  --------------------------------
    Operating expenses
    ------------------
      Compensation and benefits       301.6      333.3       31.7        9.5
      Fuel                            117.7      276.0      158.3       57.4
      Materials                        49.7       60.6       10.9       18.0
      Equipment rents                  43.2       49.9        6.7       13.4
      Depreciation and
       amortization                   135.2      135.2          -          -
      Purchased services and other    149.2      174.8       25.6       14.6
                                  --------------------------------
                                      796.6    1,029.8      233.2       22.6
                                  --------------------------------
    Operating income(3)(4)            225.8      272.3      (46.5)     (17.1)

      Other income and charges         19.1        4.6      (14.5)    (315.2)
      Net interest expense             73.3       62.1      (11.2)     (18.0)
      Income tax expense before
       foreign exchange gain (loss)
       on long-term debt and
       other specified items(3)        33.4       55.4       22.0       39.7

                                  --------------------------------
    Income before foreign exchange
     gain (loss) on long-term debt
     and other specified items(3) $   100.0  $   150.2  $   (50.2)     (33.4)
                                  --------------------------------
                                  --------------------------------

    Operating ratio(3)(5) (%)          77.9       79.1        1.2          -

    Diluted EPS, before FX on LTD
     and other specified items(3) $    0.59  $    0.97  $   (0.38)     (39.2)

                                                 Year-to-date
                                  -------------------------------------------
                                    2009  2008(1)(2)(3)  Fav/(Unfav)     %
                                            Pro forma
                                  -------------------------------------------
    Financial (millions, except
    ---------------------------
     per share data)
     ---------------

    Revenues
    --------
      Freight revenue             $ 2,022.7  $ 2,476.5  $  (453.8)     (18.3)
      Other revenue                    70.4       50.8       19.6       38.6
                                  --------------------------------
                                    2,093.1    2,527.3     (434.2)     (17.2)
                                  --------------------------------
    Operating expenses
    ------------------
      Compensation and benefits       642.5      681.4       38.9        5.7
      Fuel                            288.7      520.4      231.7       44.5
      Materials                       118.5      130.2       11.7        9.0
      Equipment rents                  96.9       99.4        2.5        2.5
      Depreciation and
       amortization                   267.6      265.4       (2.2)      (0.8)
      Purchased services and other    313.7      342.3       28.6        8.4
                                  --------------------------------
                                    1,727.9    2,039.1      311.2       15.3
                                  --------------------------------

    Operating income(3)(4)            365.2      488.2     (123.0)     (25.2)

      Other income and charges         26.6       11.3      (15.3)    (135.4)
      Net interest expense            145.7      121.4      (24.3)     (20.0)
      Income tax expense before
       foreign exchange gain (loss)
       on long-term debt and
       other specified items(3)        38.8       89.0       50.2       56.4

                                  --------------------------------
    Income before foreign exchange
     gain (loss) on long-term debt
     and other specified items(3) $   154.1  $   266.5  $  (112.4)     (42.2)
                                  --------------------------------
                                  --------------------------------

    Operating ratio(3)(5) (%)          82.6       80.7       (1.9)         -

    Diluted EPS, before FX on LTD
     and other specified items(3) $    0.94  $    1.72  $   (0.78)     (45.3)

    (1) Pro forma basis redistributes DM&E equity income to a line-by-line
        consolidation of DM&E results for the first two quarters of 2008.
        See note on non-GAAP earnings measures included in this press
        release.

    (2) Certain 2008 figures have been restated for the adoption of CICA
        accounting standard 3064, which requires the expensing of certain
        expenditures related to pre-operating periods of a facility rather
        than recording them as assets.

    (3) These earnings measures have no standardized meanings prescribed by
        GAAP and may not be comparable to similar measures of other
        companies.
        See note on non-GAAP earnings measures included in this
        press release.

    (4) Operating income is a non-GAAP term, which represents
        "revenue less operating expenses".

    (5) Operating ratio is the percentage derived by dividing operating
        expenses by total revenues.

                        Summary of Rail Data (Page 4)
                        -----------------------------
                Pro forma Basis for Comparative Purposes only
                ---------------------------------------------

                                                Second Quarter
                                  -------------------------------------------
                                    2009     2008(1)(2)  Fav/(Unfav)     %
                                             Pro forma
                                  -------------------------------------------
    Commodity Data
    --------------

    Freight Revenues (millions)
    - Grain                       $   272.7  $   228.0  $    44.7       19.6
    - Coal                             95.1      176.7      (81.6)     (46.2)
    - Sulphur and fertilizers          65.0      140.7      (75.7)     (53.8)
    - Forest products                  41.3       61.3      (20.0)     (32.6)
    - Industrial and consumer
       products                       174.2      230.3      (56.1)     (24.4)
    - Automotive                       49.8       87.9      (38.1)     (43.3)
    - Intermodal                      274.4      349.4      (75.0)     (21.5)
                                  --------------------------------
    Total Freight Revenues        $   972.5  $ 1,274.3  $  (301.8)     (23.7)
                                  --------------------------------

    Millions of Revenue Ton-Miles
     (RTM)
    - Grain                           8,696      7,457      1,239       16.6
    - Coal                            3,888      6,213     (2,325)     (37.4)
    - Sulphur and fertilizers         1,719      5,620     (3,901)     (69.4)
    - Forest products                 1,092      1,514       (422)     (27.9)
    - Industrial and consumer
       products                       3,971      5,597     (1,626)     (29.1)
    - Automotive                        347        647       (300)     (46.4)
    - Intermodal                      5,819      7,296     (1,477)     (20.2)
                                  --------------------------------
    Total RTMs                       25,532     34,344     (8,812)     (25.7)
                                  --------------------------------

    Freight Revenue per RTM (cents)
    - Grain                            3.14       3.06       0.08        2.6
    - Coal                             2.45       2.84      (0.39)     (13.7)
    - Sulphur and fertilizers          3.78       2.50       1.28       51.2
    - Forest products                  3.78       4.05      (0.27)      (6.7)
    - Industrial and consumer
       products                        4.39       4.11       0.28        6.8
    - Automotive                      14.35      13.59       0.76        5.6
    - Intermodal                       4.72       4.79      (0.07)      (1.5)

    Freight Revenue per RTM            3.81       3.71       0.10        2.7

    Carloads (thousands)
    - Grain                           119.3      110.2        9.1        8.3
    - Coal                             66.2       87.4      (21.2)     (24.3)
    - Sulphur and fertilizers          22.3       54.8      (32.5)     (59.3)
    - Forest products                  15.5       24.9       (9.4)     (37.8)
    - Industrial and consumer
       products                        80.1      112.4      (32.3)     (28.7)
    - Automotive                       22.6       40.2      (17.6)     (43.8)
    - Intermodal                      238.2      315.1      (76.9)     (24.4)
                                  --------------------------------
    Total Carloads                    564.2      745.0     (180.8)     (24.3)
                                  --------------------------------

    Freight Revenue per Carload
    - Grain                       $   2,286  $   2,069  $     217       10.5
    - Coal                            1,437      2,022       (585)     (28.9)
    - Sulphur and fertilizers         2,915      2,568        347       13.5
    - Forest products                 2,665      2,462        203        8.2
    - Industrial and consumer
       products                       2,175      2,049        126        6.1
    - Automotive                      2,204      2,187         17        0.8
    - Intermodal                      1,152      1,109         43        3.9

    Freight Revenue per Carload   $   1,724  $   1,710  $      14        0.8

                                                 Year-to-date
                                  -------------------------------------------
                                    2009     2008(1)(2)  Fav/(Unfav)     %
                                             Pro forma
                                  -------------------------------------------
    Commodity Data
    --------------

    Freight Revenues (millions)
    - Grain                       $   558.4  $   488.3  $    70.1       14.4
    - Coal                            211.5      320.6     (109.1)     (34.0)
    - Sulphur and fertilizers         139.5      273.8     (134.3)     (49.1)
    - Forest products                  85.9      122.1      (36.2)     (29.6)
    - Industrial and consumer
       products                       373.7      437.5      (63.8)     (14.6)
    - Automotive                      101.5      161.1      (59.6)     (37.0)
    - Intermodal                      552.2      673.1     (120.9)     (18.0)
                                  --------------------------------
    Total Freight Revenues        $ 2,022.7  $ 2,476.5  $  (453.8)     (18.3)
                                  --------------------------------

    Millions of Revenue Ton-Miles
     (RTM)
    - Grain                          17,224     15,795      1,429        9.0
    - Coal                            7,720     11,395     (3,675)     (32.3)
    - Sulphur and fertilizers         3,899     11,094     (7,195)     (64.9)
    - Forest products                 2,156      3,115       (959)     (30.8)
    - Industrial and consumer
       products                       8,321     10,897     (2,576)     (23.6)
    - Automotive                        710      1,198       (488)     (40.7)
    - Intermodal                     11,427     14,264     (2,837)     (19.9)
                                  --------------------------------
    Total RTMs                       51,457     67,758    (16,301)     (24.1)
                                  --------------------------------

    Freight Revenue per RTM (cents)
    - Grain                            3.24       3.09       0.15        4.9
    - Coal                             2.74       2.81      (0.07)      (2.5)
    - Sulphur and fertilizers          3.58       2.47       1.11       44.9
    - Forest products                  3.98       3.92       0.06        1.5
    - Industrial and consumer
       products                        4.49       4.01       0.48       12.0
    - Automotive                      14.30      13.45       0.85        6.3
    - Intermodal                       4.83       4.72       0.11        2.3

    Freight Revenue per RTM            3.93       3.65       0.28        7.7

    Carloads (thousands)
    - Grain                           230.8      225.0        5.8        2.6
    - Coal                            137.0      162.9      (25.9)     (15.9)
    - Sulphur and fertilizers          47.2      108.0      (60.8)     (56.3)
    - Forest products                  33.0       51.1      (18.1)     (35.4)
    - Industrial and consumer
       products                       166.7      217.1      (50.4)     (23.2)
    - Automotive                       43.6       76.8      (33.2)     (43.2)
    - Intermodal                      482.2      611.8     (129.6)     (21.2)
                                  --------------------------------
    Total Carloads                  1,140.5    1,452.7     (312.2)     (21.5)
                                  --------------------------------

    Freight Revenue per Carload
    - Grain                       $   2,419  $   2,170  $     249       11.5
    - Coal                            1,544      1,968       (424)     (21.5)
    - Sulphur and fertilizers         2,956      2,535        421       16.6
    - Forest products                 2,603      2,389        214        9.0
    - Industrial and consumer
       products                       2,242      2,015        227       11.3
    - Automotive                      2,328      2,098        230       11.0
    - Intermodal                      1,145      1,100         45        4.1

    Freight Revenue per Carload   $   1,774  $   1,705  $      69        4.0

    (1) Pro forma basis redistributes DM&E equity income to a line-by-line
        consolidation of DM&E results for the first two quarters of 2008.
        See note on non-GAAP earnings measures included in this press
        release.

    (2) These earnings measures have no standardized meanings prescribed by
        GAAP and may not be comparable to similar measures of other
        companies.
        See note on non-GAAP earnings measures included in this
        press release.

                        Summary of Rail Data (Page 5)
                        -----------------------------

                                                Second Quarter
                                  -------------------------------------------
                                    2009  2008(1)(2)(3)  Fav/(Unfav)     %
                                  -------------------------------------------
    Operations Performance
    ----------------------
    Pro forma Consolidated Data
    ---------------------------
     including DM&E(1)
     -----------------
    Total operating expenses per
     GTM (cents)(4)                    1.60       1.57      (0.03)      (1.9)
    Freight gross ton-miles (GTM)
     (millions)                      49,635     65,600    (15,965)     (24.3)
    Train miles (000)                 8,391     11,309     (2,918)     (25.8)

    Average number of active
     employees - Total               15,156     17,275      2,119       12.3
    Average number of active
     employees  - Expense            13,270     15,143      1,873       12.4

    Number of employees at end
     of period - Total               15,178     17,462      2,284       13.1
    Number of employees at end
     of period  - Expense            13,120     15,172      2,052       13.5

    U.S. gallons of locomotive
     fuel per 1,000 GTMs -
     freight & yard                    1.14       1.20       0.06        5.0
    U.S. gallons of locomotive
     fuel consumed - total
     (millions)(5)                     56.1       78.0       21.9       28.1
    Average fuel price (U.S.
     dollars per U.S. gallon)          1.78       3.51       1.73       49.3

    Fluidity Data (excluding DM&E)
    ------------------------------
    Average terminal dwell - AAR
     definition (hours)                20.4       21.6        1.2        5.6
    Average train speed - AAR
     definition (mph)                  26.4       24.1        2.3        9.5
    Car miles per car day             144.6      147.3       (2.7)      (1.8)
    Average daily active cars
     on-line (000)                     42.5       55.7       13.2       23.7
    Average daily active road
     locomotives on-line                723      1,026        303       29.5

    Safety
    ------
    FRA personal injuries per
     200,000 employee-hours
     (CP only)                         1.59       1.28      (0.31)     (24.2)
    FRA train accidents per
     million train-miles (CP only)     1.48       1.61       0.13        8.1
    FRA personal injuries per
     200,000 employee-hours
     (DM&E only)                       1.25       3.17       1.92       60.6
    FRA train accidents per
     million train-miles
     (DM&E only)                       5.22      14.75       9.53       64.6

                                                 Year-to-date
                                  -------------------------------------------
                                    2009  2008(1)(2)(3)  Fav/(Unfav)     %
                                  -------------------------------------------
    Operations Performance
    ----------------------
    Pro forma Consolidated Data
    ---------------------------
     including DM&E(1)
     -----------------
    Total operating expenses per
     GTM (cents)(4)                    1.72       1.58      (0.14)      (8.9)
    Freight gross ton-miles (GTM)
     (millions)                     100,568    128,706    (28,138)     (21.9)
    Train miles (000)                17,298     22,365     (5,067)     (22.7)

    Average number of active
     employees - Total               15,103     16,663      1,560        9.4
    Average number of active
     employees  - Expense            13,827     15,200      1,373        9.0

    Number of employees at end
     of period - Total               15,178     17,462      2,284       13.1
    Number of employees at end
     of period  - Expense            13,120     15,172      2,052       13.5

    U.S. gallons of locomotive
     fuel per 1,000 GTMs -
     freight & yard                    1.24       1.25       0.01        0.8
    U.S. gallons of locomotive
     fuel consumed - total
     (millions)(5)                    123.8      159.4       35.6       22.3
    Average fuel price (U.S.
     dollars per U.S. gallon)          1.93       3.26       1.33       40.8

    Fluidity Data (excluding DM&E)
    ------------------------------
    Average terminal dwell - AAR
     definition (hours)                21.8       22.8        1.0        4.4
    Average train speed - AAR
     definition (mph)                  25.7       23.7        2.0        8.4
    Car miles per car day             142.2      142.7       (0.5)      (0.4)
    Average daily active cars
     on-line (000)                     45.6       56.4       10.8       19.1
    Average daily active road
     locomotives on-line                777      1,024        247       24.1

    Safety
    ------
    FRA personal injuries per
     200,000 employee-hours
     (CP only)                         1.63       1.31      (0.32)     (24.4)
    FRA train accidents per
     million train-miles (CP only)     1.55       1.99       0.44       22.1
    FRA personal injuries per
     200,000 employee-hours
     (DM&E only)                       1.69       3.45       1.76       51.0
    FRA train accidents per
     million train-miles
     (DM&E only)                       6.09      11.01       4.92       44.7

    (1) Pro forma basis redistributes DM&E equity income to a line-by-line
        consolidation of DM&E results for the first two quarters of 2008.
        See note on non-GAAP earnings measures included in this press
        release.

    (2) Certain 2008 figures have been restated for the adoption of CICA
        accounting standard 3064, which requires the expensing of certain
        expenditures related to pre-operating periods of a facility rather
        than recording them as assets.

    (3) Certain prior period figures have been revised to conform with
        current presentation or have been updated to reflect new information.

    (4) The pro forma total operating expenses per GTM for 2008 is a non-GAAP
        measure.
        See note on non-GAAP earnings measures included in this press
        release.

    (5) Includes gallons of fuel consumed from freight, yard and commuter
        service but excludes fuel used in capital projects and other
        non-freight activities.

SOURCE Canadian Pacific


Source: newswire