INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS


                                         Page
Executive Summary                        33
2020 Outlook                             33
Performance Indicators                   34
Results of Operations                    36
Impact of Foreign Exchange on Earnings   39
Impact of Fuel Price on Earnings         40
Impact of Share Price on Earnings        41
Operating Revenues                       41
Operating Expenses                       47
Other Income Statement Items             50
Liquidity and Capital Resources          50
Non-GAAP Measures                        54
Off-Balance Sheet Arrangements           62
Critical Accounting Estimates            63
Forward-Looking Statements               67




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33 / SERVICE EXCELLENCE





The following discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and the related notes in Item 8.
Financial Statements and Supplementary Data, and other information in this
annual report. Except where otherwise indicated, all financial information
reflected herein is expressed in Canadian dollars.

Executive Summary
2019 Results
• Financial performance - In 2019, CP reported Diluted earnings per share ("EPS")

of $17.52, a 29% increase from $13.61 in 2018. Adjusted diluted EPS increased

to $16.44, a 13% improvement compared to $14.51 in 2018. CP's commitment to


  service and operational efficiency produced an Operating ratio of 59.9%.
  Adjusted diluted EPS is defined and reconciled in Non-GAAP Measures and
  discussed further in Results of Operations of this Item 7. Management's
  Discussion and Analysis of Financial Condition and Results of Operations.


• Total revenues - CP's Total revenues increased by 7% to $7,792 million in 2019

from $7,316 million in 2018, driven primarily by higher freight rates.

• Operating performance - CP's average train speed increased by 3% to 22.2 miles

per hour and average dwell time decreased by 6% to 6.4 hours in 2019 primarily

due to the completion of network infrastructure projects which improved network

fluidity. Average train weight remained relatively unchanged at 9,129 tons and

average train length increased by 1% to 7,388 feet due to improvements in

operating plan efficiency, in each case compared to 2018. These metrics are


  discussed further in Performance Indicators of this Item 7. Management's
  Discussion and Analysis of Financial Condition and Results of Operations.


The following table compares 2019 outlook to actual results:


                                                                 Capital
                RTM growth             Adjusted diluted EPS(1)  

expenditures

Outlook Mid-single digits Double-digit Adjusted Approximately $1.60


                                       diluted EPS growth from   billion
                Revised at the end of  full-year 2018 Adjusted
                the third quarter to   diluted EPS of $14.51
                low-single digits
Actual outcomes Revenue ton-miles      Adjusted diluted EPS      $1.65 billion
                ("RTMs") increased by  growth of 13% to $16.44
                171 million, or 0.1%


(1) Adjusted diluted EPS is defined and reconciled in Non-GAAP Measures of this
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations. As described in the 2020 Outlook section below, CP had not
calculated an outlook for Diluted EPS in 2019.

The update in RTM volume expectations was due to delays in the Canadian grain
harvest and export potash volumes, as well as general macroeconomic softness.
During the fourth quarter of 2019, CP's volumes were lower primarily due to
decreased shipments of export potash, Coal and Metals, minerals and consumer
products. This decrease was partially offset by increased volumes of crude, and
Intermodal.

2020 Outlook
With a 2020 plan that encompasses profitable sustainable growth, CP expects RTM
growth to be in the mid-single digit and Adjusted diluted EPS growth to be in
the high single-digit to low double-digits. CP's expectations for Adjusted
diluted EPS growth in 2020 are based on Adjusted diluted EPS of $16.44 in 2019.
For the purposes of this outlook, CP assumes an effective tax rate of 25
percent. CP estimates other components of net periodic benefit recovery to
decrease by approximately $40 million versus 2019. As CP continues to invest in
service, productivity and safety, the Company plans to invest approximately $1.6
billion in capital programs in 2020. Capital programs are defined and discussed
further in Liquidity and Capital Resources of this Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Adjusted diluted EPS is defined and discussed further in Non-GAAP Measures and
in Forward-Looking Statements of this Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations. Although CP has
provided a forward-looking Non-GAAP measure (Adjusted diluted EPS), management
is unable to reconcile, without unreasonable efforts, the forward-looking
Adjusted diluted EPS to the most comparable GAAP measure, due to unknown
variables and uncertainty related to future results. These unknown variables may
include unpredictable transactions of significant value. In past years, CP has
recognized significant asset impairment charges, management transition costs
related to senior executives and discrete tax items. These or other similar,
large unforeseen transactions affect diluted EPS but may be excluded from CP's
Adjusted diluted EPS. Additionally, the U.S.-to-Canadian dollar exchange rate is
unpredictable and can have a significant impact on CP's reported results but may
be excluded from CP's Adjusted diluted EPS. In particular, CP excludes the
foreign exchange ("FX") impact of translating the Company's debt and lease
liabilities, the impact from changes in income tax rates and a provision for
uncertain tax item from Adjusted diluted EPS. Please see Forward-Looking
Statements of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations for further discussion.


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Performance Indicators The following table lists the key measures of the Company's operating performance:


                                                                                       % Change
For the year ended December 31                   2019   2018(1)   2017(1)    2019 vs. 2018   2018 vs. 2017
Operations Performance
Gross ton-miles ("GTMs") (millions)           280,724   275,362   252,195            2               9
Train miles (thousands)                        32,924    32,312    30,632            2               5

Average train weight - excluding local 9,129 9,100 8,806

          -               3
traffic (tons)
Average train length - excluding local          7,388     7,313     7,214            1               1
traffic (feet)
Average terminal dwell (hours)                    6.4       6.8       6.6           (6 )             3

Average train speed (miles per hour, or 22.2 21.5 22.6

          3              (5 )

"mph")

Fuel efficiency (U.S. gallons of locomotive 0.955 0.953 0.980

          -              (3 )
fuel consumed /1,000 GTMs)
Total employees (average)                      13,103    12,756    12,083            3               6
Total employees (end of period)                12,694    12,840    12,215           (1 )             5
Workforce (end of period)                      12,732    12,866    12,294           (1 )             5
Safety Indicators
FRA personal injuries per 200,000                1.42      1.48      1.65           (4 )           (10 )

employee-hours

FRA train accidents per million train-miles 1.06 1.10 0.99

         (4 )            11


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



Operations Performance
These key measures of operating performance reflect how effective CP's
management is at controlling costs and executing the Company's operating plan
and strategy. CP continues to drive further productivity improvements in its
operations, allowing the Company to deliver superior service and grow its
business at low incremental cost.

A GTM is defined as the movement of one ton of train weight over one mile. GTMs
are calculated by multiplying total train weight by the distance the train
moved. Total train weight comprises the weight of the freight cars, their
contents, and any inactive locomotives. An increase in GTMs indicates additional
workload. GTMs for 2019 were 280,724 million, a 2% increase compared with
275,362 million in 2018. This increase was primarily driven by increased volumes
of Energy, chemicals and plastics and Intermodal. This increase was partially
offset by decreased volumes of Potash, frac sand and Coal.

GTMs in 2018 were 275,362 million, a 9% increase compared with 252,195 million
in 2017. This increase was primarily driven by increased volumes of Energy,
chemicals and plastics, Potash, and Intermodal, partially offset by decreased
shipments of U.S. grain.

Train miles are defined as the sum of the distance moved by all trains operated
on the network. Train miles for 2019 were 32,924 thousands, an increase of 2%
compared with 32,312 thousands in 2018. This reflects the impact of higher GTMs
in 2019.

Train miles in 2018 were 32,312, an increase of 5% compared with 30,632 thousands in 2017. This reflects the impact of higher volumes partially offset by continuous improvements in train weights as evident in the relative comparison to GTMs, which grew by 9% in 2018.



Average train weight is defined as the average gross weight of CP trains, both
loaded and empty. This excludes trains in short-haul service, work trains used
to move CP's track equipment and materials, and the haulage of other railways'
trains on CP's network. Average train weight of 9,129 tons in 2019 increased by
29 tons compared with 9,100 tons in 2018. This slight increase was a result of
improvements in operating plan efficiency. This increase was partially offset by
the implementation of CP's winter contingency plan in the first quarter of 2019
resulting in shorter and lighter trains within the operating plan.

Average train weight of 9,100 tons in 2018 increased by 294 tons, or 3%, from
8,806 tons in 2017. This increase was due to continuous improvements in
operating plan efficiency, as well as higher volumes of heavier commodities,
such as crude and Potash, compared to the same period in 2017.

Average train length is defined as the average total length of CP trains, both
loaded and empty. This includes all cars and locomotives on the train and is
calculated as the sum of each car or locomotive's length multiplied by the
distance travelled, divided by train miles. Local trains are excluded from this
measure.

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35 / SERVICE EXCELLENCE





Average train length of 7,388 feet in 2019 increased by 75 feet, or 1%, compared
with 7,313 feet in 2018. This was a result of improvements in operating plan
efficiency and increased Intermodal volumes which move on longer trains. This
increase was partially offset by the implementation of CP's winter contingency
plan in the first quarter of 2019 resulting in shorter and lighter trains within
the operating plan.

Average train length of 7,313 feet in 2018 increased by 99 feet, or 1%, from
7,214 feet in 2017. This was a result of improvements in operating plan
efficiency and increased Intermodal and Potash volumes, which move in longer
trains.

Average terminal dwell is defined as the average time a freight car resides
within terminal boundaries expressed in hours. The timing starts with a train
arriving at the terminal, a customer releasing the car to the Company, or a car
arriving at interchange from another railway. The timing ends when the train
leaves, a customer receives the car from CP, or the freight car is transferred
to another railway. Freight cars are excluded if they are being stored at the
terminal or used in track repairs. Average terminal dwell of 6.4 hours in 2019
decreased by 6% from 6.8 hours in 2018. This favourable decrease was due to
improved network fluidity.

Average terminal dwell of 6.8 hours in 2018 increased by 3% from 6.6 hours in 2017. This unfavourable increase was primarily due to: • network disruptions from labour negotiations in the second quarter of 2018;

• harsher weather conditions and increased network disruptions in the first

quarter of 2018; and

• higher volumes in the second half of the year and increased delays from

accelerated track and roadway capital programs in the third quarter of 2018.





Average train speed is defined as a measure of the line-haul movement from
origin to destination including terminal dwell hours. It is calculated by
dividing the total train miles travelled by the total train hours operated. This
calculation does not include delay time related to customers or foreign railways
and excludes the time and distance travelled by: i) trains used in or around
CP's yards; ii) passenger trains; and iii) trains used for repairing track.
Average train speed was 22.2 mph in 2019, an increase of 3%, from 21.5 mph in
2018. This increase in speed was due to the completion of network infrastructure
projects, partially offset by the impact of harsh winter operating conditions
and network disruptions in the first quarter of 2019.

Average train speed in 2018 was 21.5 mph, a decrease of 5%, from 22.6 mph in
2017. This decrease was primarily due to:
• network disruptions from labour negotiations in the second quarter of 2018;


• harsher weather conditions and increased network disruptions in the first

quarter of 2018; and

• higher volumes and increased delays from accelerated track and roadway

capital programs in the third quarter of 2018.

This decrease was partially offset by the completion of roadway capital programs, resulting in improved network fluidity in the fourth quarter of 2018.



Fuel efficiency is defined as U.S. gallons of locomotive fuel consumed per 1,000
GTMs. Fuel consumed includes gallons used in freight, yard and commuter service
but excludes fuel used in capital projects and other non-freight activities.
Fuel efficiency for 2019 of 0.955 U.S. gallons/1,000 GTMs was flat compared to
2018, and improved by 3% in 2018 compared to 2017. The improvement in fuel
efficiency in 2018 compared to 2017 was primarily due to improved productivity
from running longer trains.

Total Employees and Workforce
An employee is defined by the Company as an individual currently engaged in
full-time, part-time or seasonal employment with CP. The average number of total
employees for 2019 increased by 347 compared with 2018. This increase was
primarily due to growth in workload as measured in GTMs. The total number of
employees as at December 31, 2019 was 12,694, a decrease of 146, or 1%, compared
to 12,840 as at December 31, 2018, due to more efficient resource planning and
reduced workload in the fourth quarter, partially offset by the addition of CMQ
Canada employees.

The average number of total employees for 2018 increased by 673, compared to
2017. This increase was primarily due to growth in volumes. The total number of
employees as at December 31, 2018 was 12,840, an increase of 625, or 5%,
compared to 12,215 as at December 31, 2017, which was in line with volume growth
and volume growth expectations.

Workforce is defined as total employees plus contractors and consultants. The
total workforce as at December 31, 2019 was 12,732, a decrease of 134, or 1%,
compared to 12,866 as at December 31, 2018, due to more efficient resource
planning.

The workforce as at December 31, 2018 was 12,866, an increase of 572, or 5%,
compared to 12,294 as at December 31, 2017, which was in line with volume growth
and volume growth expectations.

Safety Indicators
Safety is a key priority and core strategy for CP's management, employees and
Board of Directors. The Company's two main safety indicators - personal injuries
and train accidents - follow strict U.S. Federal Railroad Administration ("FRA")
reporting guidelines.

The FRA personal injuries per 200,000 employee-hours frequency is the number of
personal injuries, multiplied by 200,000 and divided by total employee
hours. Personal injuries are defined as injuries that require employees to lose
time away from work, modify their normal duties or obtain medical treatment

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                                                      CP 2019 ANNUAL REPORT 

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beyond minor first aid. FRA employee-hours are the total hours worked, excluding
vacation and sick time, by all employees, excluding contractors. The FRA
personal injuries per 200,000 employee-hours frequency for CP was 1.42 in 2019,
compared with 1.48 in 2018 and 1.65 in 2017.

The FRA train accidents per million train-miles frequency is the number of train
accidents, multiplied by 1,000,000 and divided by total train miles. Train
accidents included in this metric meet or exceed the FRA reporting threshold of
U.S. $10,700 in damage. The FRA train accidents per million train-miles
frequency for CP was 1.06 in 2019 , compared with 1.10 in 2018 and 0.99 in 2017.

Results of Operations
Income
[[Image Removed: chart-22fe300702c751b18cea01.jpg]][[Image Removed: chart-53a39c415a4653af91ba01.jpg]]
* Adjusted operating income is defined and reconciled in Non-GAAP Measures of
this Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Operating income was $3,124 million in 2019, an increase of $293 million, or 10%, from $2,831 million in 2018. This increase was primarily due to: • higher freight rates;

• the efficiencies generated from improved operating performance and asset

utilization;

• the favourable impact of change in FX of $39 million; and

• the favourable impact from changes in fuel prices of $38 million.

This increase was partially offset by: • increased operating expense associated with higher casualty costs in 2019 of

$76 million (excluding FX);

• higher stock-based compensation of $58 million;

• cost inflation; and

• increased weather related costs as a result of harsh winter operating

conditions in the first quarter of 2019.

There were no adjustments to operating income in 2019 and 2018.



Operating income was $2,831 million in 2018, an increase of $312 million, or
12%, from $2,519 million in 2017. This increase was primarily due to higher
volumes and the efficiencies generated from improved operating performance and
asset utilization.

This increase was partially offset by:
• cost inflation;


• management transition recoveries of $51 million associated with Mr. E. Hunter

Harrison's retirement as CEO of CP in 2017; and

• higher depreciation and amortization driven primarily from a higher asset

base as a result of capital program spending in 2018.





Adjusted operating income, defined and reconciled in Non-GAAP Measures of this
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations, was $2,831 million in 2018, an increase of $363 million, or 15%,
from $2,468 million in 2017. This increase was primarily due to the same factors
discussed above for the increase in Operating income, except that Adjusted
operating income in 2017 excludes the management transition recovery of $51
million.


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37 / SERVICE EXCELLENCE





[[Image Removed: chart-115d238f0169533a931a01.jpg]][[Image Removed: chart-a034985e1f685a3b8dfa01.jpg]]
*Adjusted income is defined and reconciled in Non-GAAP Measures of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Net income was $2,440 million in 2019, an increase of $489 million, or 25%, from $1,951 million in 2018. This increase was primarily due to: • higher Operating income;

• FX translation gains on debt and lease liabilities in 2019 compared to FX

translation losses on debt in 2018; and

• a higher income tax recovery associated with changes in tax rates.

This increase was partially offset by higher income taxes due to higher taxable income and a provision for an uncertain tax item of a prior period.



Net income was $1,951 million in 2018, a decrease of $454 million, or 19%, from
$2,405 million in 2017. This decrease was primarily due to a lower income tax
recovery associated with changes in tax rates and FX translation losses on debt
in 2018 compared to gains in 2017. This decrease was partially offset by higher
Operating income and higher Other components of net periodic benefit recovery.

Adjusted income, defined and reconciled in Non-GAAP Measures of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, was $2,290 million in 2019, an increase of $210 million, or 10%,
from $2,080 million in 2018. This increase was due to the same factors discussed
above for the increase in Net income, except that Adjusted income excludes FX
translation gains and losses on debt and lease liabilities, income tax
recoveries associated with changes in tax rates, and a provision for an
uncertain tax item of a prior period.

Adjusted income was $2,080 million in 2018, an increase of $414 million, or 25%,
from $1,666 million in 2017. This increase was primarily due to higher Adjusted
operating income and higher Other components of net periodic benefit recovery.
This increase was partially offset by higher income taxes due to higher taxable
income.


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                                                      CP 2019 ANNUAL REPORT 

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Diluted Earnings per Share
[[Image Removed: chart-50782fcefbef5c798d0a01.jpg]][[Image Removed: chart-f4ec6144bad45821b32.jpg]]
*Adjusted diluted EPS is defined and reconciled in Non-GAAP Measures of this
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Diluted EPS was $17.52 in 2019, an increase of $3.91, or 29%, from $13.61 in
2018. This increase was due to higher Net income and lower average number of
outstanding Common Shares due to the Company's share repurchase program.

Diluted EPS was $13.61 in 2018, a decrease of $2.83, or 17%, from $16.44 in 2017. This decrease was due to lower Net income, partially offset by lower average number of outstanding Common Shares due to the Company's share repurchase program.



Adjusted diluted EPS, defined and reconciled in Non-GAAP Measures of this Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, was $16.44 in 2019, an increase of $1.93, or 13%, from $14.51 in
2018. Adjusted diluted EPS was $14.51 in 2018, an increase of $3.12, or 27%,
from $11.39 in 2017. These increases were due to higher Adjusted income and
lower average number of outstanding Common Shares due to the Company's share
repurchase program.

Operating Ratio
[[Image Removed: chart-837e081739825fab988a01.jpg]][[Image Removed: chart-efea72b76285568d85aa01.jpg]]
* Adjusted operating ratio is defined and reconciled in Non-GAAP Measures of
this Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.


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39 / SERVICE EXCELLENCE





The Operating ratio provides the percentage of revenues used to operate the
railway. A lower percentage normally indicates higher efficiency in the
operation of the railway. The Company's Operating ratio was 59.9% in 2019, a 140
basis point improvement from 61.3% in 2018. This improvement was primarily due
to:
• higher freight rates;

• the favourable impact of changes in fuel prices; and

• the efficiencies generated from improved operating performance and asset


    utilization.



This improvement was partially offset by: • increased operating expense associated with higher casualty costs in 2019;

• higher stock-based compensation; and




• cost inflation.


There were no adjustments to the operating ratio in 2019 and 2018.



The Company's Operating ratio was 61.3% in 2018, a 30 basis point improvement
from 61.6% in 2017. This improvement was primarily due to higher volumes and the
efficiencies generated from improved operating performance and asset
utilization.

This improvement was partially offset by:
• the unfavourable impact of changes in fuel prices;


• cost inflation; and

• management transition recoveries of $51 million associated with Mr. E. Hunter

Harrison's retirement as CEO of CP in 2017.





Adjusted operating ratio was 61.3% in 2018, a 110 basis point improvement from
62.4% in 2017. This improvement reflects the same factors discussed above for
the improvement in Operating ratio, except that Adjusted operating ratio in 2017
excludes the $51 million management transition recovery.

Return on Invested Capital
Return on invested capital ("ROIC") is a measure of how productively the Company
uses its long-term capital investments, representing critical indicators of good
operating and investment decisions made by management, and is an important
performance criteria in determining certain elements of the Company's long-term
incentive plan.

ROIC was 17.9% in 2019, a 260 basis point increase compared to 15.3% in 2018,
primarily due to higher Operating income and FX translation gains on debt and
lease liabilities in 2019 compared to FX translation losses on debt in 2018.

This increase was partially offset by a higher average invested capital base due
to higher Retained earnings from Net income, partially offset by lower Common
Shares due to the Company's share repurchase program.

ROIC was 15.3% in 2018, a 520 basis point decrease compared to 20.5% in 2017
primarily due to:
•   a higher average invested capital base due to higher Retained earnings from

Net income;

• higher Income tax expense due to a lower income tax recovery associated with

changes in tax rates; and

• the unfavourable impact of FX translation losses on debt in 2018 compared to

FX translation gains in 2017.

This decrease was partially offset by higher Operating income and higher Other components of net periodic benefit recoveries.



Adjusted ROIC was 16.9% in 2019, a 70 basis point increase compared to 16.2% in
2018, primarily due to higher Operating income. This increase was partially
offset by the increase in adjusted average invested capital primarily due to
higher Adjusted income, partially offset by by lower Common Shares due to the
Company's share repurchase program.

Adjusted ROIC was 16.2% in 2018, a 150 basis point increase compared to 14.7% in
2017 due to higher Adjusted operating income and higher Other components of net
periodic benefit recoveries. This increase was partially offset by the increase
in adjusted average invested capital primarily due to higher Adjusted income,
partially offset by by lower Common Shares due to the Company's share repurchase
program.

ROIC and Adjusted ROIC are defined and reconciled in Non-GAAP Measures of this
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Impact of Foreign Exchange on Earnings
Fluctuations in FX affect the Company's results because U.S. dollar-denominated
revenues and expenses are translated into Canadian dollars. U.S.
dollar-denominated revenues and expenses increase (decrease) when the Canadian
dollar weakens (strengthens) in relation to the U.S. dollar. In 2019, the impact
of a stronger U.S. dollar resulted in an increase in total revenues of $87
million, an increase in total operating expenses of $48 million and an increase
in interest

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                                                      CP 2019 ANNUAL REPORT 

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expense of $10 million. In 2018, the impact of a weaker U.S. dollar resulted in a decrease in total revenues of $8 million, a decrease in total operating expenses of $4 million and no change to interest expense.

On February 14, 2020, noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York was U.S. $1.00 = $1.33 Canadian dollars.



The following tables set forth, for the periods indicated, the average exchange
rate between the Canadian dollar and the U.S. dollar expressed in the Canadian
dollar equivalent of one U.S. dollar, the high and low exchange rates and period
end exchange rates for the periods indicated. Averages for year-end periods are
calculated by using the exchange rates on the last day of each full month during
the relevant period. These rates are based on the noon buying rate certified for
customs purposes by the U.S. Federal Reserve Bank of New York set forth in the
H.10 statistical release of the Federal Reserve Board.
Average exchange rates (Canadian/U.S. dollar)   2019    2018    2017    2016    2015
For the year ended - December 31              $ 1.33  $ 1.30  $ 1.30  $ 

1.33 $ 1.28 For the three months ended - December 31 $ 1.32 $ 1.32 $ 1.27 $ 1.33 $ 1.34




Exchange rates (Canadian/U.S. dollar)   2019    2018    2017    2016    2015
Beginning of year - January 1         $ 1.36  $ 1.25  $ 1.34  $ 1.38  $ 1.16
Beginning of quarter - April 1        $ 1.33  $ 1.29  $ 1.33  $ 1.30  $ 1.27
Beginning of quarter - July 1         $ 1.31  $ 1.32  $ 1.30  $ 1.29  $ 1.25
Beginning of quarter - October 1      $ 1.32  $ 1.29  $ 1.25  $ 1.31  $ 1.33
End of year - December 31             $ 1.30  $ 1.36  $ 1.25  $ 1.34  $ 1.38


High/Low exchange rates (Canadian/U.S. dollar)   2019    2018    2017    2016    2015
High                                           $ 1.36  $ 1.37  $ 1.37  $ 1.46  $ 1.40
Low                                            $ 1.30  $ 1.23  $ 1.21  $ 1.25  $ 1.17

In 2020, CP expects that for every $0.01 the U.S. dollar appreciates (depreciates) relative to the Canadian dollar, it will increase (decrease) revenues by $30 million, operating expenses by $15 million and net interest expense by $3 million on an annualized basis.



Impact of Fuel Price on Earnings
Fluctuations in fuel prices affect the Company's results because fuel expense
constitutes a significant portion of CP's operating costs. As fuel prices
fluctuate, there will be a timing impact on earnings, as discussed further in
Item 1. Business, Operations, Fuel Cost Adjustment Program and Item 1A. Risk
Factors, Fuel Cost Volatility.
Average Fuel Price (U.S. dollars per U.S. gallon)   2019    2018    2017(1)
For the year ended - December 31                  $ 2.49  $ 2.72  $    2.16

For the three months ended - December 31 $ 2.53 $ 2.71 $ 2.43

(1) Average fuel prices for 2017 exclude the effects of an $8 million fuel tax recovery related to prior periods.

The impact of fuel price on earnings includes the impacts of provincial and federal carbon taxes and levies recovered and paid, on revenues and expenses, respectively.



In 2019, the favourable impact of fuel prices on Operating income was $38
million. Lower fuel prices resulted in a decrease in total operating expenses of
$77 million. Lower fuel prices, partially offset by the timing of recoveries
from CP's fuel cost adjustment program and increased carbon tax recoveries,
resulted in a decrease in total revenues of $39 million from 2018. In 2018, the
impact of higher fuel prices resulted in an increase in total revenues of $212
million and an increase in total operating expenses of $197 million.


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41 / SERVICE EXCELLENCE





Impact of Share Price on Earnings
Fluctuations in the Common Share price affect the Company's operating expenses
because share-based liabilities are measured at fair value. The following tables
indicate the opening and closing Common Share price on the TSX and the NYSE for
each quarter and the change in the price of the Common Shares on the TSX and the
NYSE for the years ended December 31, 2019, 2018 and 2017:
Toronto Stock Exchange (in Canadian dollars)          2019          2018    

2017


Opening Common Share price, as at January 1    $    242.24   $    229.66   $    191.56
Ending Common Share price, as at March 31      $    275.34   $    227.20   $    195.35
Ending Common Share price, as at June 30       $    308.43   $    240.92   $    208.65
Ending Common Share price, as at September 30  $    294.42   $    273.23   $    209.58
Ending Common Share price, as at December 31   $    331.03   $    242.24   $    229.66
Change in Common Share price for the year      $     88.79   $     12.58   $     38.10
ended December 31


New York Stock Exchange (in U.S. dollars)             2019          2018    

2017


Opening Common Share price, as at January 1    $    177.62   $    182.76   $    142.77
Ending Common Share price, as at March 31      $    206.03   $    176.50   $    146.92
Ending Common Share price, as at June 30       $    235.24   $    183.02   $    160.81
Ending Common Share price, as at September 30  $    222.46   $    211.94   $    168.03
Ending Common Share price, as at December 31   $    254.95   $    177.62   $    182.76
Change in Common Share price for the year      $     77.33   $     (5.14 ) $     39.99
ended December 31



In 2019, the impact of the change in Common Share prices resulted in an increase
in stock-based compensation expense of $42 million compared to $2 million in
2018, and $18 million in 2017.

The impact of share price on stock-based compensation is discussed further in
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, Share Price
Impact on Stock-Based Compensation.

Operating Revenues
                                                                    2019 vs. 2018                         2018 vs. 2017
                                                                                      FX
                                                                                   Adjusted
For the year ended                                                                     %                               FX Adjusted %
December 31                    2019       2018       2017  Total Change   %

Change Change(2) Total Change % Change Change(2) Freight revenues (in millions)(1)

$  7,613   $  7,152   $  6,375   $         461          6         5 $       777        12          12
Non-freight revenues (in
millions)                     179        164        179              15          9         8         (15 )      (8 )        (8 )
Total revenues (in
millions)                $  7,792   $  7,316   $  6,554   $         476    

7 5 $ 762 12 12 Carloads (in thousands) 2,766.4 2,739.8 2,634.2

            26.6     

1 N/A 105.6 4 N/A Revenue ton-miles (in millions)

                 154,378    154,207    142,540             171          -       N/A      11,667         8         N/A
Freight revenue per
carload (in dollars)     $  2,752   $  2,611   $  2,420   $         141          5         4 $       191         8           8
Freight revenue per
revenue ton-mile (in
cents)                       4.93       4.64       4.47            0.29          6         5        0.17         4           4


(1) Freight revenues include fuel surcharge revenues of $464 million in 2019,
$492 million in 2018 and $242 million in 2017. Fuel surcharge revenues include
recoveries of carbon taxes, levies, and obligations under cap-and-trade
programs.
(2) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The Company's revenues are primarily derived from transporting freight. Changes
in freight volumes generally contribute to corresponding changes in freight
revenues and certain variable expenses, such as fuel, crew costs, and equipment
rents. Non-freight revenue is generated from leasing of certain assets; other
arrangements, including logistical services and contracts with passenger service
operators; and switching fees.


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                                                      CP 2019 ANNUAL REPORT 

/ 42



Freight Revenues
Freight revenues were $7,613 million in 2019, an increase of $461 million, or
6%, from $7,152 million in 2018. This increase was primarily due to higher
freight revenue per revenue ton-mile and the favourable impact of the change in
FX of $86 million. This increase was partially offset by the unfavourable impact
of lower fuel surcharge revenue, as a result of lower fuel prices of $39
million.

Freight revenues were $7,152 million in 2018, an increase of $777 million, or
12%, from $6,375 million in 2017. This increase was primarily due to higher
volumes, as measured by RTMs, and the favourable impact of higher fuel surcharge
revenue, as a result of higher fuel prices of $212 million. This increase was
partially offset by lower volumes of U.S. grain, and the unfavourable impact of
the change in FX of $8 million.

RTMs


RTMs are defined as the movement of one revenue-producing ton of freight over a
distance of one mile. RTMs measure the relative weight and distance of rail
freight moved by the Company. RTMs for 2019 were 154,378 million, an increase of
171 million, compared with 154,207 million in 2018. This increase was mainly
attributable to increased shipments of Energy, chemicals and plastics and
Intermodal, partially offset by decreased shipments of Potash, frac sand and
Coal.

RTMs for 2018 were 154,207 million, an increase of 8% compared with 142,540 million in 2017. This increase was mainly attributable to increased shipments of Energy, chemicals and plastics, Potash, and Intermodal, partially offset by decreased shipments of U.S. grain.



Non-freight Revenues
Non-freight revenues were $179 million in 2019, an increase of $15 million, or
9%, from $164 million in 2018. This increase was primarily due to higher
switching fees and logistical services revenue.

Non-freight revenues were $164 million in 2018, a decrease of $15 million, or
8%, from $179 million in 2017. This decrease was primarily due to the recovery
of prior costs following the expiration of a passenger service contract in 2017
and lower passenger revenues in 2018.

Lines of Business
Grain
                                                                 2019 vs. 2018                       2018 vs. 2017
                                                                                   FX                                  FX
                                                                                Adjusted                            Adjusted
For the year ended                                                                  %                                   %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$ 1,684   $ 1,566   $ 1,532   $         118          8         6 $         34        2             2
Carloads (in thousands)    431.4     429.4     440.7             2.0          -       N/A        (11.3 )     (3 )         N/A
Revenue ton-miles (in
millions)                 36,941    36,856    37,377              85          -       N/A         (521 )     (1 )         N/A
Freight revenue per
carload (in dollars)     $ 3,904   $ 3,645   $ 3,477   $         259          7         6 $        168        5             5
Freight revenue per
revenue ton-mile (in
cents)                      4.56      4.25      4.10            0.31          7         6         0.15        4             4


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Grain revenue was $1,684 million in 2019, an increase of $118 million, or 8%,
from $1,566 million in 2018. This increase was primarily due to increased
freight revenue per revenue ton-mile, higher volumes of regulated Canadian
grain, and the favourable impact of the change in FX. This increase was
partially offset by lower volumes of U.S. grain, primarily corn, to the U.S.
Pacific Northwest. Freight revenue per revenue ton-mile increased due to higher
freight rates, primarily for regulated Canadian grain.

Grain revenue was $1,566 million in 2018, an increase of $34 million, or 2%,
from $1,532 million in 2017. This increase was primarily due to higher freight
revenue per revenue ton-mile, higher fuel surcharge as a result of higher fuel
prices, and higher volumes of Canadian grain. This increase was partially offset
by decreased volumes of U.S. grain, primarily wheat, and soybeans to the Pacific
Northwest, and the unfavourable impact of the change in FX. Freight revenue per
revenue ton-mile increased due to higher freight rates, primarily for regulated
Canadian grain. RTMs decreased less than carloads due to moving proportionately
more Canadian grain, which has a longer length of haul compared to U.S. grain.


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43 / SERVICE EXCELLENCE



Coal
                                                                  2019 vs. 2018                       2018 vs. 2017
                                                                                    FX                                  FX
                                                                                 Adjusted                            Adjusted
For the year ended                                                                   %                                   %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$   682   $   673   $   631   $        9          1             1 $         42        7             7
Carloads (in thousands)    304.3     304.3     306.0            -          -           N/A         (1.7 )     (1 )         N/A
Revenue ton-miles (in
millions)                 21,820    22,443    22,660         (623 )       (3 )         N/A         (217 )     (1 )         N/A
Freight revenue per
carload (in dollars)     $ 2,241   $ 2,211   $ 2,061   $       30          1             1 $        150        7             7
Freight revenue per
revenue ton-mile (in
cents)                      3.13      3.00      2.78         0.13          4             4         0.22        8             8


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Coal revenue was $682 million in 2019, an increase of $9 million, or 1%, from
$673 million in 2018. This increase was primarily due to higher freight revenue
per revenue ton-mile. This increase was partially offset by lower volumes of
Canadian coal, driven by supply chain challenges at both the mines and the
ports. Freight revenue per revenue ton-mile increased due to higher freight
rates. RTMs decreased while carloads remained flat due to moving proportionately
higher volumes of short haul U.S. coal.

Coal revenue was $673 million in 2018, an increase of $42 million, or 7%, from
$631 million in 2017. This increase was primarily due to higher fuel surcharge
revenue as a result of higher fuel prices, and higher freight revenue per
revenue ton-mile, partially offset by lower volumes of Canadian coal, and the
unfavourable impact of the change in FX. Freight revenue per revenue ton-mile
increased due to higher freight rates.

Potash
                                                                    2019 vs. 2018                         2018 vs. 2017
                                                                                                                            FX
                                                                                                                         Adjusted
For the year ended                                                               FX Adjusted %                               %
December 31                   2019      2018      2017  Total Change   % Change    Change(1)     Total Change   % Change Change(1)
Freight revenues (in
millions)                $   462   $   486   $   411   $       (24 )

(5 ) (6 ) $ 75 18 19 Carloads (in thousands) 149.3 158.4 137.4 (9.1 ) (6 ) N/A

                 21.0         15       N/A
Revenue ton-miles (in
millions)                 17,297    18,371    15,751        (1,074 )      (6 )       N/A                2,620         17       N/A

Freight revenue per carload (in dollars) $ 3,094 $ 3,071 $ 2,988 $ 23 1

           -        $          83          3         3
Freight revenue per
revenue ton-mile (in
cents)                      2.67      2.65      2.61          0.02         1           -                 0.04          2         2


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Potash revenue was $462 million in 2019, a decrease of $24 million, or 5%, from
$486 million in 2018. This decrease was primarily due to lower volumes of
domestic potash driven by poor weather affecting the application seasons, and
lower volumes of export potash driven by unresolved international contract
negotiations. This decrease was partially offset by the favourable impact of the
change in FX.

Potash revenue was $486 million in 2018, an increase of $75 million, or 18%,
from $411 million in 2017. This increase was primarily due to higher volumes of
export potash, as well as higher fuel surcharge revenue as a result of higher
fuel prices, partially offset by the unfavourable impact of the change in FX.
RTMs increased more than carloads due to moving proportionately more export
potash to Vancouver, which has a longer length of haul.


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                                                      CP 2019 ANNUAL REPORT / 44

Fertilizers and Sulphur
                                                                  2019 vs. 2018                         2018 vs. 2017
                                                                                    FX
                                                                                 Adjusted
For the year ended                                                                   %                               FX Adjusted %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$   250   $   243   $   241   $          7        3             1 $       2           1           1
Carloads (in thousands)     57.0      58.1      57.7           (1.1 )     (2 )         N/A       0.4           1         N/A
Revenue ton-miles (in
millions)                  3,846     4,051     3,849           (205 )     (5 )         N/A       202           5         N/A
Freight revenue per
carload (in dollars)     $ 4,386   $ 4,186   $ 4,178   $        200        5             3 $       8           -           1
Freight revenue per
revenue ton-mile (in
cents)                      6.50      6.00      6.27           0.50        8             7     (0.27 )        (4 )        (4 )


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Fertilizers and sulphur revenue was $250 million in 2019, an increase of $7
million, or 3%, from $243 million in 2018. This increase was primarily due to
higher freight revenue per revenue ton-mile, the favourable impact of the change
in FX, and higher volumes of wet fertilizer. This increase was partially offset
by lower volumes of sulphur and dry fertilizer. Freight revenue per revenue
ton-mile increased due to higher freight rates. RTMs decreased more than
carloads due to moving proportionately less wet fertilizer to the U.S. Midwest,
which has a longer length of haul.

Fertilizers and sulphur revenue was $243 million in 2018, an increase of $2
million, or 1%, from $241 million in 2017. This increase was primarily due to
increased volumes of dry fertilizer and sulphur, and higher fuel surcharge
revenue as a result of higher fuel prices, partially offset by lower freight
revenue per revenue ton-mile, and the unfavourable impact of the change in FX.
Freight revenue per revenue ton-mile decreased due to moving proportionately
less wet fertilizer, which has higher freight rates, and increased volumes of
longer haul sulphur from Canada to the U.S.

Forest Products
                                                                 2019 vs. 2018                      2018 vs. 2017
                                                                                   FX                                 FX
                                                                                Adjusted                           Adjusted
For the year ended                                                                  %                                  %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$   304   $   284   $   265   $          20          7         5 $          19          7         8
Carloads (in thousands)     71.5      68.6      65.8             2.9          4       N/A           2.8          4       N/A
Revenue ton-miles (in
millions)                  4,974     4,763     4,484             211          4       N/A           279          6       N/A
Freight revenue per
carload (in dollars)     $ 4,252   $ 4,139   $ 4,036   $         113          3         1 $         103          3         3
Freight revenue per
revenue ton-mile (in
cents)                      6.11      5.96      5.92            0.15          3         1          0.04          1         1


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Forest products revenue was $304 million in 2019, an increase of $20 million, or
7%, from $284 million in 2018. This increase was primarily due to higher volumes
of wood pulp, newsprint, and lumber, increased freight revenue per revenue
ton-mile, and the favourable impact of the change in FX. Freight revenue per
revenue ton-mile increased due to higher freight rates.

Forest products revenue was $284 million in 2018, an increase of $19 million, or
7%, from $265 million in 2017. This increase was primarily due to increased
volumes of wood pulp and paper products, and higher fuel surcharge revenue as a
result of higher fuel prices, partially offset by the unfavourable impact of the
change in FX. RTMs increased more than carloads due to increased volumes of
longer haul wood pulp from eastern Canada to the U.S.


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45 / SERVICE EXCELLENCE

Energy, Chemicals and Plastics


                                                                 2019 vs. 2018                      2018 vs. 2017
                                                                                   FX                                 FX
                                                                                Adjusted                           Adjusted
For the year ended                                                                  %                                  %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$ 1,534   $ 1,243   $   898   $         291         23        22 $         345         38        39
Carloads (in thousands)    358.1     334.6     269.5            23.5          7       N/A          65.1         24       N/A
Revenue ton-miles (in
millions)                 29,356    27,830    21,327           1,526          5       N/A         6,503         30       N/A
Freight revenue per
carload (in dollars)     $ 4,284   $ 3,715   $ 3,333   $         569         15        14 $         382         11        12
Freight revenue per
revenue ton-mile (in
cents)                      5.23      4.47      4.21            0.76        

17 15 0.26 6 6




(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Energy, chemicals and plastics revenue was $1,534 million in 2019, an increase
of $291 million, or 23%, from $1,243 million in 2018. This increase was
primarily due to increased freight revenue per revenue ton-mile, higher volumes
of crude, liquefied petroleum gas ("LPG"), fuel oil, and other refined products,
and the favourable impact of the change in FX. Freight revenue per revenue
ton-mile increased primarily due to liquidated damages, including customer
volume commitments, and higher freight rates. Carloads increased more than RTMs
due to moving proportionately less long haul crude to Kansas City, Missouri, and
proportionately more short haul crude to Chicago, Illinois and Noyes, Minnesota.

Energy, chemicals and plastics revenue was $1,243 million in 2018, an increase
of $345 million, or 38%, from $898 million in 2017. This increase was primarily
due to increased volumes of crude and LPG, and higher fuel surcharge revenue as
a result of higher fuel prices, partially offset by the unfavourable impact of
the change in FX. RTMs increased more than carloads due to moving
proportionately more crude, which has a longer length of haul.

Metals, Minerals and Consumer Products


                                                                    2019 vs. 2018                         2018 vs. 2017
                                                                                                                            FX
                                                                                                                         Adjusted
For the year ended                                                              FX Adjusted %                                %
December 31                   2019      2018      2017  Total Change  %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$   752   $   797   $   739   $        (45 )     (6 )       (8 )      $         58        8             8
Carloads (in thousands)    234.3     252.2     255.3          (17.9 )     (7 )      N/A                (3.1 )     (1 )         N/A
Revenue ton-miles (in
millions)                 10,684    11,858    11,468         (1,174 )    (10 )      N/A                 390        3           N/A
Freight revenue per
carload (in dollars)     $ 3,210   $ 3,161   $ 2,894   $         49        2          -        $        267        9             9
Freight revenue per
revenue ton-mile (in
cents)                      7.04      6.72      6.44           0.32        5          3                0.28        4             4


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Metals, minerals and consumer products revenue was $752 million in 2019, a
decrease of $45 million, or 6%, from $797 million in 2018. This decrease was
primarily due to lower volumes of frac sand and steel. This decrease was
partially offset by increased freight revenue per revenue ton-mile, and the
favourable impact of the change in FX. Freight revenue per revenue ton-mile
increased due to higher freight rates. Carloads decreased less than RTMs due to
increased volumes of short haul metallic ore.

Metals, minerals and consumer products revenue was $797 million in 2018, an
increase of $58 million, or 8%, from $739 million in 2017. This increase was
primarily due to higher freight revenue per revenue ton-mile, higher fuel
surcharge revenue as a result of higher fuel prices, and increased volumes of
steel and aggregate products. The increase was partially offset by the
unfavourable impact of the change in FX. RTMs increased while carloads decreased
due to a decrease in volumes of short haul metallic ore traffic. Freight revenue
per revenue ton-mile increased due to higher freight rates.


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                                                      CP 2019 ANNUAL REPORT / 46

Automotive
                                                                 2019 vs. 2018                      2018 vs. 2017
                                                                                   FX                                 FX
                                                                                Adjusted                           Adjusted
For the year ended                                                                  %                                  %
December 31                   2019      2018      2017  Total Change   %

Change Change(1) Total Change % Change Change(1) Freight revenues (in millions)

$   352   $   322   $   293   $          30          9         7 $          29         10        11
Carloads (in thousands)    114.4     108.3     105.1             6.1          6       N/A           3.2          3       N/A
Revenue ton-miles (in
millions)                  1,427     1,347     1,321              80          6       N/A            26          2       N/A
Freight revenue per
carload (in dollars)     $ 3,077   $ 2,975   $ 2,785   $         102          3         1 $         190          7         7
Freight revenue per
revenue ton-mile (in
cents)                     24.67     23.92     22.15            0.75          3         1          1.77          8         8


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Automotive revenue was $352 million in 2019, an increase of $30 million, or 9%,
from $322 million in 2018. This increase was primarily due to higher volumes
from Vancouver to eastern Canada, higher volumes from the U.S. to CP's new
Vancouver Automotive Compound, increased freight revenue per revenue ton-mile,
and the favourable impact of the change in FX. Freight revenue per revenue
ton-mile increased due to higher freight rates.

Automotive revenue was $322 million in 2018, an increase of $29 million, or 10%
from $293 million in 2017. This increase was primarily due to higher freight
revenue per revenue ton-mile, higher fuel surcharge revenue as a result of
higher fuel prices, and higher volumes of machinery. This increase was partially
offset by the unfavourable change in FX. Freight revenue per revenue ton-mile
increased due to higher freight rates.

Intermodal
                                                                      2019 vs. 2018                         2018 vs. 2017
                                                                                                                              FX
                                                                                                                           Adjusted
For the year ended                                                                 FX Adjusted %                               %
December 31                    2019       2018      2017  Total Change   % Change    Change(1)     Total Change   % Change Change(1)
Freight revenues (in
millions)                $  1,593   $  1,538   $ 1,365   $        55         4           3        $         173         13        13

Carloads (in thousands) 1,046.1 1,025.9 996.7 20.2

  2         N/A                 29.2          3       N/A
Revenue ton-miles (in
millions)                  28,033     26,688    24,303         1,345         5         N/A                2,385         10       N/A
Freight revenue per
carload (in dollars)     $  1,523   $  1,499   $ 1,370   $        24         2           1        $         129          9         9
Freight revenue per
revenue ton-mile (in
cents)                       5.68       5.76      5.62         (0.08 )      (1 )        (2 )               0.14          2         2


(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Intermodal revenue was $1,593 million in 2019, an increase of $55 million, or
4%, from $1,538 million in 2018. This increase was primarily due to higher
international volumes through the Port of Vancouver, the onboarding of a new
domestic retail customer, and the favourable impact of the change in FX. This
increase was partially offset by a decrease in freight revenue per revenue
ton-mile. RTMs increased more than carloads due to discontinuing expressway
service in the second quarter of 2018, which had a shorter length of haul.
Freight revenue per revenue ton-mile decreased due to lower fuel surcharge
revenue as a result of lower fuel prices.

Intermodal revenue was $1,538 million in 2018, an increase of $173 million, or
13%, from $1,365 million in 2017. This increase was primarily due to higher
international volumes through the Port of Vancouver, higher domestic wholesale
volumes, as well as higher fuel surcharge revenue as a result of higher fuel
prices. This was partially offset by the unfavourable impact of the change in
FX. RTMs increased more than carloads due to discontinuing expressway service,
and an increased length of haul for international intermodal volume moving
through the Port of Vancouver.


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47 / SERVICE EXCELLENCE



Operating Expenses

[[Image Removed: chart-514007fcbbc256ca8d7a01.jpg]][[Image Removed: chart-af971e4e5002578b914a01.jpg]][[Image Removed: chart-87e3b539e5875d808b2a01.jpg]] 2019 Operating Expenses 2018 Operating Expenses 2017 Operating Expenses




                                                                      2019 vs. 2018                             2018 vs. 2017
For the year ended                                                                 FX Adjusted %                             FX Adjusted %
December 31 (in millions)    2019      2018      2017    Total Change   % Change     Change(1)     Total Change   % Change     Change(1)
Compensation and benefits $ 1,540   $ 1,468   $ 1,309   $         72        5          4          $        159       12         12
Fuel                          882       918       677            (36 )     (4 )       (6 )                 241       36         36
Materials                     210       201       190              9        4          4                    11        6          6
Equipment rents               137       130       142              7        5          3                   (12 )     (8 )       (8 )
Depreciation and
amortization                  706       696       661             10        1          1                    35        5          5
Purchased services and
other                       1,193     1,072     1,056            121       11         10                    16        2          2

Total operating expenses $ 4,668 $ 4,485 $ 4,035 $ 183 4 3 $ 450 11 11




(1) FX adjusted % change does not have any standardized meaning prescribed by
GAAP and, therefore, is unlikely to be comparable to similar measures presented
by other companies. FX adjusted % change is defined and reconciled in Non-GAAP
Measures of this Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Operating expenses were $4,668 million in 2019, an increase of $183 million, or 4%, from $4,485 million in 2018. This increase was primarily due to: • increased operating expense associated with higher casualty costs incurred in

2019 of $76 million (excluding FX);

• higher stock-based compensation primarily driven by an increase in stock


    price of $58 million;


• cost inflation;


• the unfavourable impact of the change in FX of $48 million;

• increased weather related costs as a result of harsh winter operating

conditions in the first quarter of 2019; and

• higher volume variable expenses.





This increase was partially offset by the favourable impact from changes in fuel
prices of $77 million and the efficiencies generated from improved operating
performance and asset utilization.

Operating expenses were $4,485 million in 2018, an increase of $450 million, or 11%, from $4,035 million in 2017. This increase was primarily due to: • the unfavourable impact from changes in fuel prices of $197 million;

• higher volume variable expenses;

• cost inflation;

• management transition recoveries of $51 million associated with Mr. E. Hunter

Harrison's retirement as CEO of CP in 2017;

• higher depreciation and amortization due to a higher asset base as a result

of the capital program spending in 2018;

• a charge associated with a loss contingency of $20 million;

• increased weather related costs as a result of harsh winter operating

conditions in the first quarter of 2018;

• higher stock-based compensation of primarily driven by stronger performance

against targets, partially offset by the changes in share price; and

• higher incentive compensation.

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                                                      CP 2019 ANNUAL REPORT 

/ 48



This increase was partially offset by the efficiencies generated from improved
operating performance and asset utilization and higher gains on land sales of
$26 million mainly from the sale of Bass Lake railway line in the fourth quarter
of 2018.

Compensation and Benefits
Compensation and benefits expense includes employee wages, salaries, fringe
benefits and stock-based compensation. Compensation and benefits expense was
$1,540 million in 2019, an increase of $72 million, or 5%, from $1,468 million
in 2018. This increase was primarily due to:
•   higher stock-based compensation primarily driven by an increase in stock

price of $58 million;

• the impact of wage and benefit inflation;

• the impact of harsher winter operating conditions driven by operational

inefficiencies and increased track labour and overtime;

• the unfavourable impact of the change in FX of $11 million; and

• higher volume variable expenses as a result of an increase in workload as


    measured by GTMs.



This increase was partially offset by:
• lower incentive compensation;


• lower pension current service cost of $14 million; and




• labour efficiencies.



Compensation and benefits expense was $1,468 million in 2018, an increase of
$159 million, or 12% from $1,309 million in 2017. This increase was primarily
due to:
•   higher volume variable expenses as a result of an increase in workload as

measured by GTMs;

• management transition recoveries of $51 million associated with Mr. E. Hunter

Harrison's retirement as CEO of CP;

• the impact of wage and benefit inflation;

• higher stock-based compensation of primarily driven by stronger performance

against targets, partially offset by the changes in share price;

• higher incentive compensation;

• an increase in training programs; and

• harsher winter operating conditions.

This increase was partially offset by lower labour expenses due to operational efficiencies.

Fuel


Fuel expense consists mainly of fuel used by locomotives and includes
provincial, state and federal fuel taxes. Fuel expense was $882 million in 2019,
a decrease of $36 million, or 4%, from $918 million in 2018. This decrease was
primarily due to the favourable impact of lower fuel prices of $77 million.

This decrease was partially offset by an increase in workload, as measured by GTMs, and the unfavourable impact of the change in FX of $18 million.

Fuel expense was $918 million in 2018, an increase of $241 million, or 36%, from $677 million in 2017. This increase was primarily due to: • the unfavourable impact from higher fuel prices of $197 million;

• an increase in workload, as measured by GTMs; and

• a fuel tax recovery received in 2017 that related to prior periods of $8


    million.



This increase was partially offset by improvements in fuel efficiency of approximately 3%.

Materials


Materials expense includes the cost of material used for maintenance of track,
locomotives, freight cars and buildings as well as software sustainment.
Materials expense was $210 million in 2019, an increase of $9 million, or 4%,
from $201 million in 2018. This increase was primarily due to:
• higher spending on locomotive maintenance and overhauls;


• weather related materials;

• cost inflation; and

• the unfavourable impact of the change in FX of $1 million.

This increase was partially offset by higher recoveries from foreign freight car maintenance.



Materials expense was $201 million in 2018, an increase of $11 million, or 6%,
from $190 million in 2017. This increase was primarily due to higher locomotive
maintenance and higher non-locomotive fuel costs.


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49 / SERVICE EXCELLENCE



Equipment Rents
Equipment rents expense includes the cost associated with using other companies'
freight cars, intermodal equipment and locomotives, net of rental income
received from other railways for the use of CP's equipment. Equipment rents
expense was $137 million in 2019, an increase of $7 million, or 5%, from $130
million in 2018. This increase was primarily due to greater usage of pooled
freight cars and the unfavourable impact of the change in FX of $3 million.

Equipment rents expense was $130 million in 2018, a decrease of $12 million, or
8%, from $142 million in 2017. This decrease was primarily due to the purchase
or return of leased freight cars and lower usage of pooled intermodal containers
reducing rental expenses by $7 million, and a $4 million increase in receipts
from other railways' use of CP equipment.

Depreciation and Amortization
Depreciation and amortization expense represents the charge associated with the
use of track and roadway, buildings, rolling stock, information systems and
other depreciable assets. Depreciation and amortization expense was $706 million
for 2019, an increase of $10 million, or 1%, from $696 million in 2018. This
increase was primarily due to a higher asset base, as a result of the capital
program spending in 2019, and the unfavourable impact of the change in FX of $4
million, partially offset by the impact of depreciation studies and other
adjustments.

Depreciation and amortization expense was $696 million for 2018, an increase of
$35 million, or 5%, from $661 million in 2017. This increase was primarily due
to higher asset base as a result of higher capital program spending in 2018.

Purchased Services and Other
                                                                 2019 vs. 2018            2018 vs. 2017
For the year ended December
31 (in millions)                 2019      2018      2017    Total Change  % Change   Total Change  % Change
Support and facilities        $   278   $   264   $   266   $        14         5    $       (2 )        (1 )
Track and operations              278       268       251            10         4            17           7
Intermodal                        222       221       197             1         -            24          12
Equipment                         125       143       157           (18 )     (13 )         (14 )        (9 )
Casualty                          149        73        72            76       104             1           1
Property taxes                    133       124       121             9         7             3           2
Other                              29        20         7             9        45            13         186
Land sales                        (21 )     (41 )     (15 )          20       (49 )         (26 )       173
Total Purchased services and
other                         $ 1,193   $ 1,072   $ 1,056   $       121        11    $       16           2



Purchased services and other expense encompasses a wide range of third-party
costs, including contractor and consulting fees, locomotive and freight car
repairs performed by third parties, property and other taxes, intermodal pickup
and delivery services, casualty expense, expenses for joint facilities and gains
on land sales. Purchased services and other expense was $1,193 million in 2019,
an increase of $121 million, or 11%, from $1,072 million in 2018. This increase
was primarily due to:
•   an increase in number and severity of casualty incidents of $73 million

(excluding FX), which were the result of difficult operating conditions due

to weather in the first half of 2019, reported in Casualty;

• lower gains on land sales of $20 million mainly as a result of the sale of

the Bass Lake railway line in 2018;

• the unfavourable impact of the change in FX of $11 million;

• an increase in legal fees, reported in Support and facilities;

• higher snow removal and other weather related costs; and

• higher property taxes due to higher tax rates.

This increase was partially offset by: • a decrease in charges associated with contingencies of $10 million, reported

in Other;

• a decrease in costs for locomotive warranty service agreements due to the

insourcing of maintenance of certain locomotives in the company's fleet,

reported in Equipment; and

• costs related to labour disruptions in the second quarter of 2018, reported

in Track and operations.





Purchased services and other expense was $1,072 million in 2018, an increase of
$16 million, or 2%, from $1,056 million in 2017. This increase was primarily due
to:
• a charge associated with a loss contingency of $20 million, reported in Other;


• higher intermodal expenses related to pickup and delivery, reported in

Intermodal; and

• higher costs due to winter weather related impacts and costs related to

labour disruptions, reported primarily in Track and operations.

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                                                      CP 2019 ANNUAL REPORT 

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This increase was partially offset by higher gains on land sales of $26 million
mainly from the sale of Bass Lake railway line, in the fourth quarter of 2018,
and lower locomotive engine overhaul expenses as a greater proportion of this
work was capital in nature in 2018, reported in Equipment.

Other Income Statement Items
Other (Income) Expense
Other (income) expense consists of gains and losses from the change in FX on
long-term debt and lease liabilities, working capital, costs related to
financing, shareholder costs, equity income, and other non-operating
expenditures. Other income was $89 million in 2019, a change of $263 million, or
151%, compared to an expense of $174 million in 2018. This change was primarily
due to an FX translation gain on U.S. dollar-denominated debt and lease
liabilities of $94 million, compared to an FX translation loss on U.S.
dollar-denominated debt of $168 million in 2018.

Other expense was $174 million in 2018, a change of $352 million, or 198%,
compared to an income of $178 million in 2017. This change was primarily due to
an FX translation loss on U.S. dollar-denominated debt of $168 million, compared
to a gain of $186 million, and a $10 million insurance recovery of legal costs
in 2017. These unfavourable changes were partially offset by a $13 million
charge on the settlement and roll of forward starting swaps in 2017 and higher
equity income in 2018.

FX translation gains and losses on debt and lease liabilities are discussed further in Non-GAAP Measures of this Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.



Other Components of Net Periodic Benefit Recovery
Other components of net periodic benefit recovery were $381 million in 2019, a
decrease of $3 million, or 1%, from $384 million in 2018. This decrease was
primarily due to higher interest cost on the benefit obligation. Other
components of net periodic benefit recovery were $384 million in 2018, an
increase of $110 million or 40%, from $274 million in 2017. This increase was
primarily due to the 7.75% expected rate of return in each of 2017 and 2018
being applied to a greater asset value, and a decrease in the recognized net
actuarial loss.

Net Interest Expense
Net interest expense includes interest on long-term debt and finance leases. Net
interest expense was $448 million in 2019, a decrease of $5 million, or 1%, from
$453 million in 2018. This was primarily due to a net reduction in interest
charges of $21 million as a result of a lower effective interest rate following
the Company's refinancing of debt in 2018 and 2019, partially offset by the
unfavourable impact from the change in FX of $10 million and an increase in
commercial paper interest of $6 million.

Net interest expense was $453 million in 2018, a decrease of $20 million, or 4%,
from $473 million in 2017. This decrease was primarily due to a favourable
impact of $15 million as a result of a lower effective interest rate and lower
debt levels following the Company's refinancing of debt in 2018, as well as
higher capitalized interest.

Income Tax Expense
Income tax expense was $706 million in 2019, an increase of $69 million, or 11%,
from $637 million in 2018. The increase was due to:
• higher taxable earnings;


• an increase in unrecognized tax benefits of $24 million; and

• net income tax recoveries in 2018 of $21 million as a result of the Iowa and

Missouri corporate tax rate decreases.

This increase was partially offset by net income tax recoveries in 2019 of $88 million as a result of an Alberta corporate tax rate decrease.



Income tax expense was $637 million in 2018, an increase of $544 million, or
585%, from $93 million in 2017. The increase is due to net income tax recoveries
in 2017 of $541 million, primarily as a result of U.S. tax reform, and higher
2018 taxable earnings, partially offset by other tax rate changes discussed
above in 2018.

The effective income tax rate for 2019 was 22.43% on reported income and 24.96%
on Adjusted income. The effective income tax rate for 2018 was 24.64% on
reported income and 24.55% on Adjusted income. Adjusted income is a Non-GAAP
measure, which is discussed further in Non-GAAP Measures of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

The Company expects a 2020 effective tax rate of 25.00% . The Company's 2020
outlook for its effective tax rate is based on certain assumptions about events
and developments that may or may not materialize, or that may be offset entirely
or partially by new events and developments. These assumptions are discussed
further in Item 1A. Risk Factors.

Liquidity and Capital Resources
The Company believes adequate amounts of Cash and cash equivalents are available
in the normal course of business to provide for ongoing operations, including
the obligations identified in the tables in Contractual Commitments of this Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Company is not aware of any trends or expected fluctuations in
the Company's liquidity that would create any deficiencies. The Company's
primary sources of liquidity include its Cash and cash equivalents, its
commercial paper program, its bilateral letter of credit facilities, and its
revolving credit facility.

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51 / SERVICE EXCELLENCE




As at December 31, 2019, the Company had $133 million of Cash and cash
equivalents, U.S. $1.3 billion available under its revolving credit facility,
and up to $220 million available under its letter of credit facilities. As at
December 31, 2018, the Company had $61 million of Cash and cash equivalents,
U.S. $1.0 billion available under its revolving credit facility, and up to $540
million available under its letter of credit facilities.

Effective September 27, 2019, the Company amended and restated its revolving
credit facility agreement in order to extend the maturity date of the five year
facility from June 28, 2023 to September 27, 2024, and to establish a new U.S.
$300 million facility maturing September 27, 2021, increasing the total amount
available to U.S. $1.3 billion (2018 - U.S. $1.0 billion). As at December 31,
2019, the Company's revolving credit facility was undrawn (December 31, 2018 -
undrawn) and the Company did not draw from its revolving credit facility during
the year ended December 31, 2019. The agreement requires the Company to maintain
a financial covenant in conjunction with the facility. As at December 31, 2019,
the Company was in compliance with all terms and conditions of the credit
facility arrangements and satisfied the financial covenant.

The Company has a commercial paper program that enables it to issue commercial
paper up to a maximum aggregate principal amount of U.S. $1.0 billion in the
form of unsecured promissory notes. This commercial paper program is backed by
the revolving credit facility. As at December 31, 2019, total commercial paper
borrowings were U.S. $397 million (December 31, 2018 - $nil).

Effective September 27, 2019, the Company also reduced its bilateral letter of
credit facilities to $300 million. As at December 31, 2019, under its bilateral
letter of credit facilities, the Company had letters of credit drawn of $80
million. This compares to letters of credit drawn of $60 million from a total
available amount of $600 million as at December 31, 2018. Under the bilateral
letter of credit facilities, the Company has the option to post collateral in
the form of Cash or cash equivalents, equal at least to the face value of the
letter of credit issued. As at December 31, 2019, the Company did not have any
collateral posted on its bilateral letter of credit facilities (December 31,
2018 - $nil).

The following discussion of operating, investing, and financing activities describes the Company's indicators of liquidity and capital resources.



Operating Activities
Cash provided by operating activities was $2,990 million in 2019, an increase of
$278 million compared to $2,712 million in 2018. This increase was primarily due
to advance receipts of consideration for service under freight contracts as well
as higher cash generating income, compared to 2018.

Cash provided by operating activities was $2,712 million in 2018, an increase of
$530 million compared to $2,182 million in 2017. This increase was primarily due
to higher cash generating income and a favourable change in working capital
mainly due to decreased income taxes payable in 2017.

Investing Activities
Cash used in investing activities was $1,803 million in 2019, an increase of
$345 million from $1,458 million in 2018. This increase was primarily due to the
acquisition of Central Maine & Québec Railway ("CMQ"), higher additions to
properties as discussed further below in Capital Programs, and lower proceeds
from the sale of properties and other assets during 2019.

Cash used in investing activities was $1,458 million in 2018, an increase of
$163 million from $1,295 million in 2017. This increase was primarily due to
higher additions to properties during 2018.


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Capital Programs
For the year ended December 31
(in millions, except for track miles and
crossties)                                            2019          2018          2017
Additions to capital
Track and roadway                              $     1,004   $       965   $       958
Rolling stock and containers                           426           401           198
Information systems(1)                                  70            86            78
Buildings and other                                    164           122           132
Total - accrued additions to capital                 1,664         1,574    

1,366

Less:


Non-cash transactions                                   17            23    

26


Cash invested in additions to properties (per
Consolidated Statements of Cash Flows)         $     1,647   $     1,551   $     1,340
Track installation capital programs
Track miles of rail laid (miles)                       246           281    

313


Track miles of rail capacity expansion (miles)          11             4    

4


Crossties installed (thousands)                      1,122         1,015    

1,138

(1) Information systems include hardware and software.



Track and roadway expenditures include the replacement and enhancement of the
Company's track infrastructure. Of the $1,004 million additions in 2019 (2018 -
$965 million), approximately $918 million (2018 - $847 million) was invested in
the renewal of depleted assets, namely rail, ties, ballast, signals and bridges.
Approximately $27 million (2018 - $47 million) was spent on PTC compliance
requirements and $59 million (2018 - $71 million) was invested in network
improvements and growth initiatives.

Rolling stock investments encompass locomotives, railcars and containers. In
2019, expenditures on locomotives were approximately $174 million (2018 - $218
million) and were focused on the continued re-investment in CP's existing
locomotive fleet. Railcar and container investments of approximately $252
million (2018 - $183 million) were largely focused on renewal of depleted
assets, including the acquisition of covered hoppers for grain transportation,
and the acquisition of existing units previously held under operating leases.

In 2019, CP invested approximately $70 million (2018 - $86 million) in
information systems primarily focused on rationalizing and enhancing business
systems, providing real-time data, and modernizing core hardware and
applications. Investments in buildings and other items were $164 million (2018 -
$122 million), and included items such as facility upgrades and renovations,
vehicles and shop equipment.

For 2020, CP expects to invest approximately $1.6 billion in its capital
program, which will be financed with cash generated from operations.
Approximately 60% to 70% of the planned capital program is for track and
roadway, including PTC. Approximately 15% to 20% is expected to be allocated to
rolling stock, including railcars and locomotive improvements. Approximately 5%
is expected to be allocated to information services, and 10% to 15% is expected
to be allocated to buildings and other.

Free Cash
CP generated positive Free cash of $1,357 million in 2019, an increase of $68
million from $1,289 million in 2018. This increase was primarily due to an
increase in cash provided by operating activities, partially offset by higher
additions to properties and lower proceeds from the sale of properties and other
assets during 2019.

CP generated positive Free cash of $1,289 million in 2018, an increase of $415
million from $874 million in 2017. This increase was primarily due to an
increase in cash provided by operating activities, partially offset by higher
additions to properties during 2018.

Free cash is affected by seasonal fluctuations and by other factors including
the size of the Company's capital programs. The 2019 capital programs are
discussed above. Free cash is defined and reconciled in Non-GAAP Measures of
this Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Financing Activities
Cash used in financing activities was $1,111 million in 2019, a decrease of $431
million from $1,542 million in 2018. This decrease was primarily due to the net
issuance of commercial paper in 2019 and a lower principal repayment of U.S.
$350 million of the Company's 7.250% notes maturing May 2019, compared

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53 / SERVICE EXCELLENCE





to the principal repayments in 2018 of U.S. $275 million of the Company's 6.500%
notes maturing May 2018 and $375 million of the Company's 6.250% medium term
notes maturing June 2018. This was partially offset by the issuance of $400
million 3.150% notes due March 13, 2029 in 2019 compared to the issuance of U.S.
$500 million 4.000% notes due June 1, 2028 in 2018, and higher dividends paid
during 2019.

Cash used in financing activities was $1,542 million in 2018, an increase of
$842 million from $700 million in 2017. This increase was primarily due to the
principal repayments of U.S. $275 million of the Company's 6.500% notes maturing
May 2018 and $375 million of the Company's 6.250% medium term notes maturing
June 2018, and an increase in payments to buy back shares under the Company's
share repurchase program, partially offset by the issuance of U.S. $500 million
4.000% notes due June 1, 2028 in 2018.

Credit Measures
Credit ratings provide information relating to the Company's operations and
liquidity, and affect the Company's ability to obtain short-term and long-term
financing and/or the cost of such financing.

A mid-investment grade credit rating is an important measure in assessing the
Company's ability to maintain access to public financing and to minimize the
cost of capital. It also affects the ability of the Company to engage in certain
collateralized business activities on a cost-effective basis.

Credit ratings and outlooks are based on the rating agencies' methodologies and can change from time to time to reflect their views of CP. Their views are affected by numerous factors including, but not limited to, the Company's financial position and liquidity along with external factors beyond the Company's control.

As at December 31, 2019, CP's credit ratings from Standard & Poor's Rating Services ("Standard & Poor's") and Moody's Investor Service ("Moody's") remain unchanged from December 31, 2018.



Credit ratings as at December 31, 2019(1)
Long-term debt                          Outlook

Standard & Poor's

Long-term corporate credit BBB+ stable


        Senior secured debt           A  stable
        Senior unsecured debt      BBB+  stable
Moody's
        Senior unsecured debt      Baa1  stable

Commercial paper program
Standard & Poor's                   A-2     N/A
Moody's                             P-2     N/A


(1) Credit ratings are not recommendations to purchase, hold, or sell securities
and do not address the market price or suitability of a specific security for a
particular investor. Credit ratings are based on the rating agencies'
methodologies and may be subject to revision or withdrawal at any time by the
rating agencies.

The Long-term debt to Net income ratio was 3.6 in 2019, compared with 4.5 in
2018 and 3.4 in 2017. The decrease in the ratio from 2018 to 2019 was primarily
due to higher Net income, partially offset by higher debt. The increase in the
ratio from 2017 to 2018 was due to lower Net income and higher debt.

The Adjusted net debt to Adjusted earnings before interest, tax, depreciation,
and amortization ("EBITDA") ratio was 2.4 in 2019, compared with 2.6 in 2018 and
2.6 in 2017. The decrease in ratio from 2018 to 2019 was primarily due to an
increase in Adjusted EBITDA. The ratio remained unchanged between 2017 and 2018
as higher Adjusted EBITDA was offset by a higher debt balance as a result of the
weakening of the Canadian dollar. Adjusted net debt to Adjusted EBITDA ratio is
defined and reconciled in Non-GAAP Measures of this Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations. Over
the long term, CP targets an Adjusted net debt to Adjusted EBITDA ratio of 2.0
to 2.5.

Although CP has provided a target Non-GAAP measure (Adjusted net debt to
Adjusted EBITDA ratio), management is unable to reconcile, without unreasonable
efforts, the target Adjusted net debt to Adjusted EBITDA ratio to the most
comparable GAAP measure (Long-term debt to Net income ratio), due to unknown
variables and uncertainty related to future results. These unknown variables may
include unpredictable transactions of significant value. In past years, CP has
recognized significant asset impairment charges, management transition costs
related to senior executives and discrete tax items. These or other similar,
large unforeseen transactions affect Net income but may be excluded from CP's
Adjusted EBITDA. Additionally, the U.S.-to-Canada dollar exchange rate is
unpredictable

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                                                      CP 2019 ANNUAL REPORT 

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and can have a significant impact on CP's reported results but may be excluded
from CP's Adjusted EBITDA. In particular, CP excludes the FX impact of
translating the Company's debt and lease liabilities, interest and taxes from
Adjusted EBITDA. Please see Forward-Looking Statements in this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for further discussion.

Dividend Payout Ratio
The dividend payout ratio was 17.9% in 2019, compared with 18.5% in 2018 and
13.3% in 2017. The decrease in the ratio from 2018 to 2019 was due to higher
diluted EPS, partially offset by higher dividends declared per share. The
increase in the ratio from 2017 to 2018 was primarily due to lower diluted EPS.

The Adjusted dividend payout ratio was 19.1% in 2019, compared with 17.3% in
2018 and 19.2% in 2017. The increase in the ratio from 2018 to 2019 was due to
higher dividends declared per share, partially offset by higher Adjusted diluted
EPS. The decrease in the ratio from 2017 to 2018 was primarily due to higher
Adjusted diluted EPS. Adjusted dividend payout ratio is defined and reconciled
in Non-GAAP Measures of this Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. Over the long term, CP targets an
Adjusted dividend payout ratio of 25.0% to 30.0%.

Although CP has provided a target Non-GAAP measure (Adjusted dividend payout
ratio), management is unable to reconcile, without unreasonable efforts, the
target Adjusted dividend payout ratio to the most comparable GAAP measure
(Dividend payout ratio), due to unknown variables and uncertainty related to
future results. These unknown variables may include unpredictable transactions
of significant value. In past years, CP has recognized significant asset
impairment charges, management transition costs related to senior executives and
discrete tax items. These or other similar, large unforeseen transactions affect
Diluted EPS but may be excluded from CP's Adjusted diluted EPS. Additionally,
the U.S.-to-Canada dollar exchange rate is unpredictable and can have a
significant impact on CP's reported results but may be excluded from CP's
Adjusted diluted EPS. In particular, CP excludes the FX impact of translating
the Company's debt and lease liabilities, the impact from changes in income tax
rates and a provision for uncertain tax item from Adjusted diluted EPS. Please
see Forward-Looking Statements in this Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations for further
discussion.

Share Capital
At February 18, 2020, the latest practicable date prior to the date of this
Annual Report on Form 10-K, there were 136,748,767 Common Shares and no
preferred shares issued and outstanding, which consists of 13,928 holders of
record of the Common Shares. In addition, CP has a Management Stock Option
Incentive Plan ("MSOIP"), under which key officers and employees are granted
options to purchase the Common Shares. Each option granted can be exercised for
one Common Share. At February 18, 2020, 1,569,063 options were outstanding under
the MSOIP and stand-alone option agreements entered into with Mr. Keith Creel.
There are 895,948 options available to be issued by the Company's MSOIP in the
future. CP has a Director's Stock Option Plan ("DSOP"), under which directors
are granted options to purchase Common Shares. There are no outstanding options
under the DSOP, which has 340,000 options available to be issued in the future.

Non-GAAP Measures
The Company presents Non-GAAP measures to provide a basis for evaluating
underlying earnings and liquidity trends in the Company's business that can be
compared with the results of operations in prior periods. In addition, these
Non-GAAP measures facilitate a multi-period assessment of long-term
profitability, allowing management and other external users of the Company's
consolidated financial information to compare profitability on a long-term
basis, including assessing future profitability, with that of the Company's
peers.

These Non-GAAP measures have no standardized meaning and are not defined by GAAP
and, therefore, may not be comparable to similar measures presented by other
companies. The presentation of these Non-GAAP measures is not intended to be
considered in isolation from, as a substitute for, or as superior to the
financial information presented in accordance with GAAP.

Non-GAAP Performance Measures
The Company uses Adjusted income, Adjusted diluted earnings per share, Adjusted
operating income and Adjusted operating ratio to evaluate the Company's
operating performance and for planning and forecasting future business
operations and future profitability. These Non-GAAP measures are presented in
Item 6. Selected Financial Data and discussed further in other sections of this
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations. These Non-GAAP measures provide meaningful supplemental
information regarding operating results because they exclude certain significant
items that are not considered indicative of future financial trends either by
nature or amount. As a result, these items are excluded for management
assessment of operational performance, allocation of resources and preparation
of annual budgets. These significant items may include, but are not limited to,
restructuring and asset impairment charges, individually significant gains and
losses from sales of assets, the FX impact of translating the Company's debt and
lease liabilities, discrete tax items, and certain items outside the control of
management. These items may not be non-recurring. However, excluding these
significant items from GAAP results allows for a consistent understanding of the
Company's consolidated financial performance when performing a multi-period
assessment including assessing the likelihood of future results. Accordingly,
these Non-GAAP financial measures may provide insight to investors and other
external users of the Company's consolidated financial information.

In 2019, there were three significant items included in Net income as follows: • in the fourth quarter, a deferred tax expense of $24 million as a result of a


    provision for an uncertain tax item of a prior period that unfavourably
    impacted Diluted EPS by 17 cents;


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55 / SERVICE EXCELLENCE

• in the second quarter, a deferred tax recovery of $88 million due to the

change in the Alberta provincial corporate income tax rate that favourably

impacted Diluted EPS by 63 cents; and

• during the course of the year, a net non-cash gain of $94 million ($86


    million after deferred tax) due to FX translation of debt and lease
    liabilities as follows:

- in the fourth quarter, a $37 million gain ($32 million after deferred tax)


       that favourably impacted Diluted EPS by 22 cents;


-      in the third quarter, a $25 million loss ($22 million after deferred tax)
       that unfavourably impacted Diluted EPS by 15 cents;

- in the second quarter, a $37 million gain ($34 million after deferred tax)


       that favourably impacted Diluted EPS by 24 cents; and


-      in the first quarter, a $45 million gain ($42 million after deferred tax)
       that favourably impacted Diluted EPS by 30 cents.


In 2018, there were two significant items included in Net income as follows: • in the second quarter, a deferred tax recovery of $21 million due to

reductions in the Missouri and Iowa state tax rates that favourably impacted

Diluted EPS by 15 cents; and

• during the course of the year, a net non-cash loss of $168 million ($150

million after deferred tax) due to FX translation of debt as follows:

- in the fourth quarter, a $113 million loss ($103 million after deferred


       tax) that unfavourably impacted Diluted EPS by 72 cents;


-      in the third quarter, a $38 million gain ($33 million after deferred tax)
       that favourably impacted Diluted EPS by 23 cents;

- in the second quarter, a $44 million loss ($38 million after deferred tax)


       that unfavourably impacted Diluted EPS by 27 cents; and


-      in the first quarter, a $49 million loss ($42 million after deferred tax)
       that unfavourably impacted Diluted EPS by 29 cents.


In 2017, there were five significant items included in Net income as follows: • in the second quarter, a charge on hedge roll and de-designation of $13

million ($10 million after deferred tax) that unfavourably impacted Diluted

EPS by 7 cents;

• in the second quarter, an insurance recovery of a legal settlement of $10

million ($7 million after current tax) that favourably impacted Diluted EPS

by 5 cents;

• in the first quarter, a management transition recovery of $51 million related

to the retirement of Mr. E. Hunter Harrison as CEO of CP ($39 million after

deferred tax) that favourably impacted Diluted EPS by 27 cents;

• during the course of the year, a net deferred tax recovery of $541 million as

a result of changes in income tax rates as follows:

- in the fourth quarter, a deferred tax recovery of $527 million, primarily

due to the U.S. tax reform, that favourably impacted Diluted EPS by $3.63;

- in the third quarter, a deferred tax expense of $3 million as a result of


       the change in the Illinois state corporate income tax rate change that
       unfavourably impacted Diluted EPS by 2 cents;

- in the second quarter, a deferred tax recovery of $17 million as a result

of the change in the Saskatchewan provincial corporate income tax rate

that favourably impacted Diluted EPS by 12 cents; and

• during the course of the year, a net non-cash gain of $186 million ($162

million after deferred tax) due to FX translation of debt as follows:

- in the fourth quarter, a $14 million loss ($12 million after deferred tax)

that unfavourably impacted Diluted EPS by 8 cents;

- in the third quarter, a $105 million gain ($91 million after deferred tax)

that favourably impacted Diluted EPS by 62 cents;

- in the second quarter, a $67 million gain ($59 million after deferred tax)


       that favourably impacted Diluted EPS by 40 cents; and


-      in the first quarter, a $28 million gain ($24 million after deferred tax)
       that favourably impacted Diluted EPS by 16 cents.


In 2016, there were two significant items included in Net income as follows: • in the third quarter, a $25 million expense ($18 million after current tax)

related to a legal settlement that unfavourably impacted Diluted EPS by 12

cents; and

• during the course of the year, a net non-cash gain of $79 million ($68

million after deferred tax) due to FX translation of debt as follows:

- in the fourth quarter, a $74 million loss ($64 million after deferred tax)


       that unfavourably impacted Diluted EPS by 43 cents;


-      in the third quarter, a $46 million loss ($40 million after deferred tax)
       that unfavourably impacted Diluted EPS by 27 cents;

- in the second quarter, an $18 million gain ($16 million after deferred

tax) that favourably impacted Diluted EPS by 10 cents; and

- in the first quarter, a $181 million gain ($156 million after deferred

tax) that favourably impacted Diluted EPS by $1.01.

In 2015, there were four significant items included in Net income as follows: • in the third quarter, a $68 million gain ($42 million after current tax)

related to the sale of Delaware & Hudson Railway Company, Inc. ("D&H") South

that favourably impacted Diluted EPS by 26 cents;

• in the third quarter, a $47 million charge ($35 million after deferred tax)

related to the early redemption premium on notes that unfavourably impacted

Diluted EPS by 22 cents;

• in the second quarter, a deferred income tax expense of $23 million as a

result of the change in the Alberta provincial corporate income tax rate that

unfavourably impacted Diluted EPS by 14 cents; and

• during the course of the year, a net non-cash loss of $297 million ($257

million after deferred tax) due to FX translation of debt as follows:

- in the fourth quarter, a $115 million loss ($100 million after deferred

tax) that unfavourably impacted Diluted EPS by 64 cents;

- in the third quarter, a $128 million loss ($111 million after deferred


       tax) that unfavourably impacted Diluted EPS by 69 cents;


-      in the second quarter, a $10 million gain ($9 million after deferred tax)
       that favourably impacted Diluted EPS by 5 cents; and


-      in the first quarter, a $64 million loss ($55 million after deferred tax)
       that unfavourably impacted Diluted EPS by 34 cents.


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                                                      CP 2019 ANNUAL REPORT 

/ 56



Reconciliation of GAAP Performance Measures to Non-GAAP Performance Measures
The following tables reconcile the most directly comparable measures presented
in accordance with GAAP to the Non-GAAP measures presented in Item 6. Selected
Financial Data and discussed further in other sections of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations:

Adjusted income is calculated as Net income reported on a GAAP basis adjusted
for significant items.
                                                     For the year ended December 31
(in millions)                                2019       2018       2017       2016       2015
Net income as reported                   $  2,440   $  1,951   $  2,405   $  1,599   $  1,352
Less significant items (pre-tax):
Legal settlement charge                         -          -          -        (25 )        -
Insurance recovery of legal settlement          -          -         10          -          -
Charge on hedge roll and de-designation         -          -        (13 )        -          -
Gain on sale of D&H South                       -          -          -          -         68
Management transition recovery                  -          -         51          -          -
Impact of FX translation gain (loss) on
debt and lease liabilities                     94       (168 )      186         79       (297 )
Early redemption premium on notes               -          -          -          -        (47 )
Add:
Tax effect of adjustments(1)                    8        (18 )       36          4        (26 )
Income tax rate changes                       (88 )      (21 )     (541 )        -         23
Provision for uncertain tax item               24          -          -          -          -
Adjusted income                          $  2,290   $  2,080   $  1,666   $  1,549   $  1,625


(1) The tax effect of adjustments was calculated as the pre-tax effect of the
adjustments multiplied by the applicable tax rate for the above items of 8.55%,
10.64%, 15.27%, 7.17% and 9.29% for the years presented, respectively. The
applicable tax rates reflect the taxable jurisdictions and nature, being on
account of capital or income, of the significant items.

Adjusted diluted earnings per share is calculated using Adjusted income, as defined above, divided by the weighted-average diluted number of Common Shares outstanding during the period as determined in accordance with GAAP.


                                                     For the year ended 

December 31


                                             2019       2018       2017       2016       2015
Diluted earnings per share as reported   $  17.52   $  13.61   $  16.44   $  10.63   $   8.40
Less significant items (pre-tax):
Legal settlement charge                         -          -          -      (0.17 )        -
Insurance recovery of legal settlement          -          -       0.07          -          -
Charge on hedge roll and de-designation         -          -      (0.09 )        -          -
Gain on sale of D&H South                       -          -          -          -       0.42
Management transition recovery                  -          -       0.35          -          -
Impact of FX translation gain (loss) on
debt and lease liabilities                   0.67      (1.17 )     1.27       0.53      (1.84 )
Early redemption premium on notes               -          -          -          -      (0.30 )
Add:
Tax effect of adjustments(1)                 0.05      (0.12 )     0.25       0.02      (0.16 )
Income tax rate changes                     (0.63 )    (0.15 )    (3.70 )        -       0.14
Provision for uncertain tax item             0.17          -          -          -          -
Adjusted diluted earnings per share      $  16.44   $  14.51   $  11.39   $ 

10.29 $ 10.10




(1) The tax effect of adjustments was calculated as the pre-tax effect of the
adjustments multiplied by the applicable tax rate for the above items of 8.55%,
10.64%, 15.27%, 7.17% and 9.29% for the years presented, respectively. The
applicable tax rates reflect the taxable jurisdictions and nature, being on
account of capital or income, of the significant items.

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57 / SERVICE EXCELLENCE

Adjusted operating income is calculated as Operating income reported on a GAAP basis less significant items.


                                      For the year ended December 31
(in millions)                     2019     2018     2017     2016     2015

Operating income as reported $ 3,124 $ 2,831 $ 2,519 $ 2,411 $ 2,618 Less significant items: Gain on sale of D&H South

            -        -        -        -       68

Management transition recovery - - 51 - - Adjusted operating income $ 3,124 $ 2,831 $ 2,468 $ 2,411 $ 2,550





Adjusted operating ratio excludes those significant items that are reported
within Operating income.
                                   For the year ended December 31
                                2019     2018     2017   2016   2015

Operating ratio as reported 59.9 % 61.3 % 61.6 % 61.3 % 61.0 % Less significant items: Gain on sale of D&H South - - - - (1.0 ) Management transition recovery - - (0.8 ) - - Adjusted operating ratio 59.9 % 61.3 % 62.4 % 61.3 % 62.0 %





ROIC and Adjusted ROIC
ROIC is calculated as Operating income less Other (income) expense and Other
components of net periodic benefit recovery, tax effected at the Company's
annualized effective tax rate, divided by Average invested capital. Average
invested capital is defined as the sum of total Shareholders' equity, Long-term
debt, Long-term debt maturing within one year and Short-term borrowing, as
presented in the Company's Consolidated Financial Statements, averaged between
the beginning and ending balance over a rolling 12-month period. Adjusted ROIC
excludes significant items reported in Operating income, Other (income) expense,
and Other components of net periodic benefit recovery in the Company's
Consolidated Financial Statements, as these significant items are not considered
indicative of future financial trends either by nature or amount. Adjusted
average invested capital is similarly adjusted for the impact of these
significant items, net of tax, on closing balances as part of this average. ROIC
and Adjusted ROIC are performance measures that measure how productively the
Company uses its long-term capital investments, representing critical indicators
of good operating and investment decisions made by management and are important
performance criteria in determining certain elements of the Company's long-term
incentive plan. ROIC and Adjusted ROIC are presented in Item 6. Selected
Financial Data and discussed further in Results of Operations of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Calculation of ROIC
                                                     For the year ended December 31
(in millions, except for percentages)        2019       2018       2017       2016       2015
Operating income                         $  3,124   $  2,831   $  2,519   $  2,411   $  2,618
Less:
Other (income) expense                        (89 )      174       (178 )      (45 )      335
Other components of net periodic benefit
recovery                                     (381 )     (384 )     (274 )     (167 )      (70 )
Tax(1)                                        806        749        111        675        728
                                         $  2,788   $  2,292   $  2,860   $  1,948   $  1,625
Average invested capital                 $ 15,579   $ 14,964   $ 13,961   $ 13,532   $ 12,561
ROIC                                         17.9 %     15.3 %     20.5 %     14.4 %     12.9 %


(1) Tax was calculated at the annualized effective tax rate of 22.43%, 24.64%,
3.74%, 25.72%, and 30.95% for each of the above items for the years presented,
respectively.


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                                                      CP 2019 ANNUAL REPORT / 58

Calculation of Adjusted ROIC
                                                     For the year ended December 31
(in millions, except for percentages)        2019       2018       2017       2016       2015
Adjusted operating income                $  3,124   $  2,831   $  2,468   $  2,411   $  2,550
Less:
Other (income) expense                        (89 )      174       (178 )      (45 )      335
Other components of net periodic benefit
recovery                                     (381 )     (384 )     (274 )     (167 )      (70 )
Significant items (pre-tax):
Legal settlement charge                         -          -          -        (25 )        -
Insurance recovery of legal settlement          -          -         10          -          -
Charge on hedge roll and de-designation         -          -        (13 )        -          -
Impact of FX translation gain (loss) on
debt and lease liabilities                     94       (168 )      186         79       (297 )
Early redemption premium on notes               -          -          -          -        (47 )
Tax(1)                                        874        788        724        673        716
                                         $  2,626   $  2,421   $  2,013   $  1,896   $  1,913
Average invested capital                 $ 15,579   $ 14,964   $ 13,961   $ 13,532   $ 12,561
Less impact of periodic significant
items net of tax on the above average:
Income tax recovery from income tax rate
changes                                        44         11        270          -        (11 )
Provision for uncertain tax item              (12 )        -          -          -          -
Legal settlement charge                         -          -          -         (9 )        -
Insurance recovery of legal settlement          -          -          4          -          -
Charge on hedge roll and de-designation         -          -         (5 )        -          -
Gain on sale of D&H South                       -          -          -          -         21
Early redemption premium on notes               -          -          -          -        (18 )
Management transition recovery                  -          -         20          -          -
Adjusted average for the 12 months of
total shareholders' equity, long-term
debt, long-term debt maturing within one
year and short-term borrowing            $ 15,547   $ 14,953   $ 13,672   $ 13,541   $ 12,569
Adjusted ROIC                                16.9 %     16.2 %     14.7 %     14.0 %     15.2 %

(1) Tax was calculated at the adjusted annualized effective tax rate of 24.96%, 24.55% 26.42% 26.20% and 27.25% for each of the above items for the years presented, respectively.



Free Cash
Free cash is calculated as Cash provided by operating activities, less Cash used
in investing activities, adjusted for changes in cash and cash equivalents
balances resulting from FX fluctuations, the cash settlement of hedges settled
upon issuance of debt, and the acquisition of CMQ. Free cash is a measure that
management considers to be an indicator of liquidity. Free cash is useful to
investors and other external users of the Company's Consolidated Financial
Statements as it assists with the evaluation of the Company's ability to
generate cash from its operations without incurring additional external
financing. The cash settlement of forward starting swaps that occurred in the
second quarter of 2018 in conjunction with the issuance of long-term debt is not
an indicator of CP's ongoing cash generating ability and therefore has been
excluded from Free cash. Similarly, the acquisition of CMQ that occurred in the
fourth quarter of 2019 is not indicative of investment trends and has also been
excluded from Free cash. Positive Free cash indicates the amount of cash
available for reinvestment in the business, or cash that can be returned to
investors through dividends, stock repurchase programs, debt retirements or a
combination of these. Conversely, negative Free cash indicates the amount of
cash that must be raised from investors through new debt or equity issues,
reduction in available cash balances or a combination of these. Free cash should
be considered in addition to, rather than as a substitute for, Cash provided by
operating activities. Free cash is presented in Item 6. Selected Financial Data
and discussed further in Liquidity and Capital Resources of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.


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59 / SERVICE EXCELLENCE

Reconciliation of Cash Provided by Operating Activities to Free Cash


                                                     For the year ended December 31
(in millions)                                2019       2018       2017       2016       2015
Cash provided by operating activities    $  2,990   $  2,712   $  2,182   $  2,089   $  2,459
Cash used in investing activities          (1,803 )   (1,458 )   (1,295 )   (1,069 )   (1,123 )
Effect of foreign currency fluctuations
on U.S. dollar-denominated cash and cash
equivalents                                    (4 )       11        (13 )      (13 )       45
Less:
Settlement of forward starting swaps on
debt issuance                                   -        (24 )        -          -          -
Investment in Central Maine & Québec
Railway                                      (174 )        -          -          -          -
Free cash                                $  1,357   $  1,289   $    874   $  1,007   $  1,381



Foreign Exchange Adjusted % Change
FX adjusted % change allows certain financial results to be viewed without the
impact of fluctuations in foreign currency exchange rates, thereby facilitating
period-to-period comparisons in the analysis of trends in business performance.
Financial result variances at constant currency are obtained by translating the
comparable period of the prior year results denominated in U.S. dollars at the
foreign exchange rates of the current period.

FX adjusted % changes in revenues are further used in calculating FX adjusted % change in freight revenue per carload and RTM. These items are presented in Operating Revenues of this Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.


                                                                                           2019 vs. 2018                                   2018 vs. 2017
                                                                             Variance                                        Variance
                                                                              due to      FX Adjusted                         due to     FX Adjusted

(in millions) Reported 2019 Reported 2018 Reported 2017


    FX           2018       FX Adj. % Change        FX          2017       FX Adj. % Change
Freight revenues by
line of business
Grain                $         1,684   $         1,566   $         1,532   $        19   $     1,585             6          $      -    $     1,532             2
Coal                             682               673               631             2           675             1                 -            631             7
Potash                           462               486               411             6           492            (6 )              (1 )          410            19
Fertilizers and
sulphur                          250               243               241             4           247             1                (1 )          240             1
Forest products                  304               284               265             5           289             5                (1 )          264             8
Energy, chemicals
and plastics                   1,534             1,243               898            17         1,260            22                (1 )          897            39
Metals, minerals,
and consumer
products                         752               797               739            16           813            (8 )              (1 )          738             8
Automotive                       352               322               293             7           329             7                (2 )          291            11
Intermodal                     1,593             1,538             1,365            10         1,548             3                (1 )        1,364            13
Freight revenues               7,613             7,152             6,375            86         7,238             5                (8 )        6,367            12
Non-freight revenues             179               164               179             1           165             8                 -            179            (8 )
Total revenues       $         7,792   $         7,316   $         6,554   $        87   $     7,403             5          $     (8 )  $     6,546            12




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                                                      CP 2019 ANNUAL REPORT 

/ 60



FX adjusted % changes in operating expenses are discussed in Operating Expenses
of this Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
                                                                                           2019 vs. 2018                                   2018 vs. 2017
                                                                             Variance                                        Variance
                                                                              due to      FX Adjusted                         due to     FX Adjusted

(in millions) Reported 2019 Reported 2018 Reported 2017


    FX           2018       FX Adj. % Change        FX          2017       FX Adj. % Change
Compensation and
benefits             $         1,540   $         1,468   $         1,309   $        11   $     1,479             4          $     (1 )  $     1,308            12
Fuel                             882               918               677            18           936            (6 )               -            677            36
Materials                        210               201               190             1           202             4                 -            190             6
Equipment rents                  137               130               142             3           133             3                 -            142            (8 )
Depreciation and
amortization                     706               696               661             4           700             1                 -            661             5
Purchased services
and other                      1,193             1,072             1,056            11         1,083            10                (3 )        1,053             2
Total operating
expenses             $         4,668   $         4,485   $         4,035   $        48   $     4,533             3          $     (4 )  $     4,031            11



Dividend Payout Ratio and Adjusted Dividend Payout Ratio
Dividend payout ratio is calculated as dividends declared per share divided by
Diluted EPS. Adjusted dividend payout ratio is calculated as dividends declared
per share divided by Adjusted diluted EPS, as defined above. These ratios are
measures of shareholder return and provide information on the Company's ability
to declare dividends on an ongoing basis. Dividend payout ratio and Adjusted
dividend payout ratio are presented in Item 6. Selected Financial Data and
discussed further in Liquidity and Capital Resources of this Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Calculation of Dividend Payout Ratio


                                                 For the year ended December 31
(in dollars, except for percentages)     2019       2018       2017       2016       2015
Dividends declared per share         $ 3.1400   $ 2.5125   $ 2.1875   $ 1.8500   $ 1.4000
Diluted EPS                             17.52      13.61      16.44      10.63       8.40
Dividend payout ratio                    17.9 %     18.5 %     13.3 %     17.4 %     16.7 %


Calculation of Adjusted Dividend Payout Ratio


                                                 For the year ended December 31
(in dollars, except for percentages)     2019       2018       2017       2016       2015
Dividends declared per share         $ 3.1400   $ 2.5125   $ 2.1875   $ 1.8500   $ 1.4000
Adjusted diluted EPS                    16.44      14.51      11.39      10.29      10.10
Adjusted dividend payout ratio           19.1 %     17.3 %     19.2 %     

18.0 % 13.9 %





Long-term Debt to Net Income and Adjusted Net Debt to Adjusted EBITDA Ratios
Long-term debt to Net income ratio is defined as Long-term debt, including
Long-term debt maturing within one year, divided by Net income. Adjusted net
debt to Adjusted EBITDA ratio is calculated as Adjusted net debt divided by
Adjusted EBITDA. The Adjusted net debt to Adjusted EBITDA ratio is a key credit
measure used to assess the Company's financial capacity. The ratio provides
information on the Company's ability to service its debt and other long-term
obligations. Long-term debt to Net income and Adjusted net debt to Adjusted
EBITDA ratio are presented in Item 6. Selected Financial Data and discussed
further in Liquidity and Capital Resources of this Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

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61 / SERVICE EXCELLENCE





Calculation of Long-term Debt to Net Income Ratio
(in millions, except for ratios)             2019       2018       2017       2016       2015
Long-term debt including long-term debt
maturing within one year as at December
31                                       $  8,757   $  8,696   $  8,159   $  8,684   $  8,957
Net income for the year ended December
31                                          2,440      1,951      2,405      1,599      1,352
Long-term debt to Net income ratio            3.6        4.5        3.4     

5.4 6.6





Reconciliation of Long-term Debt to Adjusted Net Debt
Adjusted net debt is defined as Long-term debt, Long-term debt maturing within
one year and Short-term borrowing as reported on the Company's Consolidated
Balance Sheets adjusted for pension plans deficit, operating lease liabilities
recognized on the Company's Consolidated Balance Sheets, and Cash and cash
equivalents.
(in millions)                                2019       2018       2017       2016       2015
Long-term debt including long-term debt
maturing within one year as at December
31                                       $  8,757   $  8,696   $  8,159   $  8,684   $  8,957
Add:
Pension plans deficit(1)                      294        266        278        273        295
Operating lease liabilities(2)                354        387        281        361        439
Less:
Cash and cash equivalents                     133         61        338        164        650
Adjusted net debt as at December 31      $  9,272   $  9,288   $  8,380   $ 

9,154 $ 9,041




(1) Pension plans deficit is the total funded status of the Pension plans in
deficit only.
(2) Current period amount is as reported in compliance with GAAP following the
adoption of Accounting Standards Update ("ASU") 2016-02 under the
cumulative-effect adjustment transition approach, discussed further in Item 8.
Financial Statements and Supplementary Data, Note 2 Accounting changes. The
comparative periods' amounts have not been restated and were calculated as the
net present value of operating leases discounted by the Company's effective
interest rate for the period presented.

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                                                      CP 2019 ANNUAL REPORT 

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Reconciliation of Net Income to EBIT, Adjusted EBIT and Adjusted EBITDA
Earnings before interest and tax ("EBIT") is calculated as Net income before Net
interest expense and Income tax expense. Adjusted EBIT excludes significant
items reported in both Operating income and Other (income) expense. Adjusted
EBITDA is calculated as Adjusted EBIT plus operating lease expense and
Depreciation and amortization, less Other components of net periodic benefit
recovery.
                                                     For the year ended December 31
(in millions)                                2019       2018       2017       2016       2015
Net income as reported                   $  2,440   $  1,951   $  2,405   $  1,599   $  1,352
Add:
Net interest expense                          448        453        473        471        394
Income tax expense                            706        637         93        553        607
EBIT                                        3,594      3,041      2,971      2,623      2,353
Less significant items (pre-tax):
Legal settlement charge                         -          -          -        (25 )        -
Insurance recovery of legal settlement          -          -         10          -          -
Charge on hedge roll and de-designation         -          -        (13 )        -          -
Gain on sale of D&H South                       -          -          -          -         68
Management transition recovery                  -          -         51          -          -
Impact of FX translation gain (loss) on
debt and lease liabilities                     94       (168 )      186         79       (297 )
Early redemption premium on notes               -          -          -          -        (47 )
Adjusted EBIT                               3,500      3,209      2,737      2,569      2,629
Add:
Operating lease expense                        83         97        104        111        127
Depreciation and amortization                 706        696        661        640        595
Less:
Other components of net periodic benefit
recovery                                      381        384        274        167         70
Adjusted EBITDA                          $  3,908   $  3,618   $  3,228   $  3,153   $  3,281

Calculation of Adjusted Net Debt to Adjusted EBITDA Ratio (in millions, except for ratios)

                  2019     2018     2017     2016     2015
Adjusted net debt as at December 31            $ 9,272  $ 9,288  $ 8,380  $ 9,154  $ 9,041
Adjusted EBITDA for the year ended December 31   3,908    3,618    3,228    3,153    3,281
Adjusted net debt to Adjusted EBITDA ratio         2.4      2.6      2.6    

2.9 2.8





Off-Balance Sheet Arrangements
Guarantees
Refer to Item 8. Financial Statements and Supplementary Data, Note 27 Guarantees
for details.


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63 / SERVICE EXCELLENCE



Contractual Commitments
The accompanying table indicates the Company's obligations and commitments to
make future payments for contracts, such as debt, leases, and commercial
arrangements as at December 31, 2019.
Payments due by period (in
millions)                         Total         2020     2021 & 2022     2023 & 2024     Thereafter
Contractual commitments
Interest on long-term debt
and finance leases           $   11,117   $      431   $         804   $         690   $      9,192
Long-term debt                    8,692          592             842             568          6,690
Finance leases                      151            7             113              13             18
Operating leases(1)                 395           80             106              79            130
Supplier purchase                 3,090          699           1,295             727            369
Other long-term
liabilities(2)                      495           53             102              99            241
Total contractual
commitments                  $   23,940   $    1,862   $       3,262   $       2,176   $     16,640


(1) Residual value guarantees on certain leased equipment with a maximum
exposure of $2 million are not included in the minimum payments shown above, as
management believes that CP will not be required to make payments under these
residual guarantees.
(2) Includes expected cash payments for environmental remediation,
post-retirement benefits, workers' compensation benefits, long-term disability
benefits, pension benefit payments for the Company's non-registered supplemental
pension plan, and certain other long-term liabilities. Projected payments for
post-retirement benefits, workers' compensation benefits, and long-term
disability benefits include the anticipated payments for years 2020 to 2029.
Pension contributions for the Company's registered pension plans are not
included due to the volatility in calculating them. Pension payments are
discussed further in Critical Accounting Estimates of this Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Certain Other Financial Commitments
In addition to the financial commitments mentioned above, the Company is party
to certain other financial commitments discussed below.

Letters of Credit
Letters of credit are obtained mainly to provide security to third parties under
the terms of various agreements, including the supplemental pension plan. CP is
liable for these contractual amounts in the case of non-performance under these
agreements. Letters of credit are accommodated through a revolving credit
facility and the Company's bilateral letter of credit facilities.

Capital Commitments
The Company remains committed to maintaining the current high level of quality
of our capital assets in pursuing sustainable growth. As part of this
commitment, CP has entered into contracts with suppliers to make various capital
purchases related to track and rolling stock programs. Payments for these
commitments are due in 2020 through 2032. These expenditures are expected to be
financed by cash generated from operations or by issuing new debt.

The accompanying table indicates the Company's commitments to make future
payments for letters of credit and capital expenditures as at December 31, 2019.
Payments due by period (in
millions)                             Total         2020     2021 & 2022     2023 & 2024      Thereafter
Certain other financial
commitments
Letters of credit               $        80   $       80   $           -   $           -   $           -
Capital commitments                     664          332             200              61              71
Total certain other financial
commitments                     $       744   $      412   $         200   $          61   $          71



Critical Accounting Estimates
To prepare the Consolidated Financial Statements that conform with GAAP, the
Company is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the Consolidated Financial Statements and the
reported amounts of revenues and expenses during the reported periods. Using the
most current information available, the Company reviews estimates on an ongoing
basis, including those related to environmental liabilities, pensions and other
benefits, property, plant and equipment, deferred income taxes, and personal
injury and other claims liabilities.

The development, selection and disclosure of these estimates, and this Management's Discussion and Analysis of Financial Condition and Results of Operations, have been reviewed by the Board of Directors' Audit and Finance Committee, which is composed entirely of independent directors.

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Environmental Liabilities
Environmental remediation accruals cover site-specific remediation programs. CP
estimates of the probable costs to be incurred in the remediation of properties
contaminated by past railway use reflect the nature of contamination at
individual sites according to typical activities and scale of operations
conducted. The Company screens and classifies sites according to typical
activities and scale of operations conducted. CP has developed remediation
strategies for each property based on the nature and extent of the
contamination, as well as the location of the property and surrounding areas
that may be adversely affected by the presence of contaminants. CP also
considers available technologies, treatment and disposal facilities and the
acceptability of site-specific plans based on the local regulatory environment.
Site-specific plans range from containment and risk management of the
contaminants through to the removal and treatment of the contaminants and
affected soils and groundwater. The details of the estimates reflect the
environmental liability at each property. The Company is committed to fully
meeting regulatory and legal obligations with respect to environmental matters.

Some sites include remediation activities that are projected beyond the 10-year
period, which CP is unable to reasonably estimate and determine. Therefore, CP's
accruals of the environmental liabilities is based on an estimate of costs for a
rolling 10-year period covered by the environmental program. Payments are
expected to be made over 10 years to 2029. A limited portion of the
environmental accruals, the stable Perpetual Care for the environmental program,
are fixed and reliably determined. This portion of the environmental liabilities
is discounted using a risk-free rate, adjusted by inflation and productivity
improvements.

Provisions for environmental remediation costs are recorded in "Other long-term
liabilities" (refer to Item 8. Financial Statements and Supplementary Data, Note
20 Other long-term liabilities), except for the current portion which is
recorded in "Accounts payable and accrued liabilities" (refer to Item 8.
Financial Statements and Supplementary Data, Note 17 Accounts payable and
accrued liabilities). The accruals for environmental remediation represent CP's
best estimate of its probable future obligations and include both asserted and
unasserted claims, without reduction for anticipated recoveries from third
parties. Although the recorded accruals include CP's best estimate of all
probable costs, CP's total environmental remediation costs cannot be predicted
with certainty. Accruals for environmental remediation may change from time to
time as new information about previously untested sites becomes known,
environmental laws and regulations evolve and advances are made in environmental
remediation technology. The accruals may also vary as the courts decide legal
proceedings against outside parties responsible for contamination. These
potential charges, which cannot be quantified at this time, are not expected to
be material to the Company's financial position, but may materially affect
income in the period in which a charge is recognized.

The environmental liabilities are also sensitive to the increase in cost of
materials which would be reflected as increases to "Other long-term liabilities"
and "Accounts payable and accrued liabilities" on the Company's Consolidated
Balance Sheets and to "Purchased services and other" within Operating expenses
on the Company's Consolidated Statements of Income. CP's cash payments for
environmental initiatives are estimated to be approximately $7 million in 2020,
$8 million in 2021, $9 million in 2022 and a total of approximately $55 million
over the remaining years through 2029. All payments will be funded from general
operations.

Pensions and Other Benefits
CP has defined benefit and defined contribution pension plans. Other benefits
include post-retirement medical and life insurance for pensioners, and some
post-employment workers' compensation and long-term disability benefits in
Canada. Workers' compensation and long-term disability benefits are discussed in
the Personal Injury and Other Claims Liabilities section below. Pension and
post-retirement benefits liabilities are subject to various external influences
and uncertainties.

Information concerning the measurement of costs for pensions and other benefits is discussed in Item 8. Financial Statements and Supplementary Data, Note 1 Summary of significant accounting policies.



Net Periodic Benefit Costs
The Company reports the current service cost component of net periodic benefit
cost in "Compensation and benefits" for pensions and post-retirement benefits
and in "Purchased services and other" for self-insured workers' compensation and
long-term disability benefits on the Company's Consolidated Statements of
Income. The Other components of net periodic benefit recovery are reported as a
separate line item outside of Operating income on the Company's Consolidated
Statements of Income. Components of the net periodic benefit costs (credits) are
as follows:
                                               2019                                              2018
(in millions of Canadian        Current                                          Current
dollars)                   service cost     Other components       Total    service cost     Other components       Total
Defined benefit pensions $          107   $             (414 ) $    (307 ) $         120   $             (405 ) $    (285 )
Defined contribution
pensions                             11                    -          11              10                    -          10
Post-retirement benefits              4                   16          20               5                   18          23
Self-insured workers'
compensation and
long-term disability
benefits                              7                   17          24               7                    3          10
All plans                $          129   $             (381 ) $    (252 ) $         142   $             (384 ) $    (242 )
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CP estimates net periodic benefit credits for defined benefit pensions to be
approximately $224 million in 2020 ($140 million in current service cost and
$364 million in other components of net periodic recovery), and net periodic
benefit costs for defined contribution pensions to be approximately $12 million
in 2020. Net periodic benefit costs for post-retirement benefits in 2020 are not
expected to differ materially from the 2019 costs. Total net periodic benefit
credits for all plans are estimated to be approximately $178 million in 2020
(2019 - $252 million), comprising $165 million (2019 - $129 million) in current
service cost and $343 million (2019 - $381 million) in other components of net
periodic recovery. The expected rate of return on the market-related asset value
used to compute the net periodic benefit credit was 7.75% in 2018 and 7.50% in
2019. For computing the net periodic benefit credit in 2020, the Company is
reducing this rate to 7.25% to reflect CP's current view of future long-term
investment returns. Net periodic benefit costs and credits are discussed further
in Item 8. Financial Statements and Supplementary Data, Note 23 Pensions and
other benefits.

Pension Plan Contributions
The Company made contributions of $53 million to the defined benefit pension
plans in 2019, compared with $36 million, which is net of a $10 million refund
of plan surplus in 2018. The Company's main Canadian defined benefit pension
plan accounts for nearly all of CP's pension obligation and can produce
significant volatility in pension funding requirements, given the pension fund's
size, the many factors that drive the pension plan's funded status and Canadian
statutory pension funding requirements. The Company made voluntary prepayments
of $600 million in 2011, $650 million in 2010 and $500 million in 2009 to the
Company's main Canadian defined benefit pension plan. CP has applied $1,324
million of these voluntary prepayments to reduce its pension funding
requirements in 2012-2019, leaving $426 million of the voluntary prepayments
still available at December 31, 2019 to reduce CP's pension funding requirements
in 2020 and future years. CP continues to have significant flexibility with
respect to the rate at which the remaining voluntary prepayments are applied to
reduce future years' pension contribution requirements, which allows CP to
manage the volatility of future pension funding requirements. At this time, CP
estimates it will not apply any of the remaining voluntary prepayments against
its 2020 pension funding requirements.

CP estimates its aggregate pension contributions, including its defined benefit
and defined contribution plans, to be in the range of $65 million to $75 million
in 2020, and in the range of $50 million to $100 million per year from 2021 to
2023. These estimates reflect the Company's current intentions with respect to
the rate at which CP will apply the remaining voluntary prepayments against
contribution requirements in the next few years.

Future pension contributions will be highly dependent on the Company's actual
experience with such variables as investment returns, interest rate fluctuations
and demographic changes, on the rate at which previous years' voluntary
prepayments are applied against pension contribution requirements, and on any
changes in the regulatory environment. CP will continue to make contributions to
the pension plans that, at a minimum, meet pension legislative requirements.

Pension Plan Risks
Fluctuations in the liability and net periodic benefit costs for pensions result
from favourable or unfavourable investment returns and changes in long-term
interest rates. The impact of favourable or unfavourable investment returns is
moderated by the use of a market-related asset value for the main Canadian
defined benefit pension plan's public equity securities and absolute return
strategies. The impact of changes in long-term interest rates on pension
obligations is partially offset by their impact on the pension funds'
investments in fixed income assets.

The plans' investment policy provides a target allocation of approximately 45%
of the plans' assets to be invested in public equity securities. As a result,
stock market performance is a key driver in determining the pension funds' asset
performance. If the rate of investment return on the plans' public equity
securities in 2019 had been 10% higher (or lower) than the actual 2019 rate of
investment return on such securities, 2020 net periodic benefit costs for
pensions would be lower (or higher) by approximately $25 million.

Changes in bond yields can result in changes to discount rates and to changes in
the value of fixed income assets. If the discount rate as at December 31, 2019
had been higher (or lower) by 0.1% with no related changes in the value of the
pension funds' investment in fixed income assets, 2020 net periodic benefit
costs for pensions would be lower (or higher) by approximately $13 million and
2020 current service costs for pensions would be lower (or higher) by
approximately $5 million. However, a change in bond yields would also lead to a
change in the value of the pension funds' investment in fixed income assets, and
this change would partially offset the impact on net periodic benefit costs
noted above.

The Company estimates that an increase in the discount rate of 0.1% would
decrease the defined benefit pension plans' projected benefit obligations by
approximately $176 million, and that a decrease in the discount rate of 0.1%
would increase the defined benefit pension plans' projected benefit obligations
by approximately $178 million. Similarly, for every 0.1% the actual return on
assets varies above (or below) the estimated return for the year, the value of
the defined benefit pension plans' assets would increase (or decrease) by
approximately $13 million.

Adverse experience with respect to these factors could eventually increase funding and pension expense significantly, while favourable experience with respect to these factors could eventually decrease funding and pension expense significantly.

Fluctuations in the post-retirement benefit obligation also can result from changes in the discount rate used. A 0.1% increase (decrease) in the discount rate would decrease (increase) the obligation by approximately $6 million.

CP reviews its pensioner mortality experience to ensure that the mortality assumption continues to be appropriate, or to determine what changes to the assumption are needed.

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Property, Plant and Equipment
The Company follows the group depreciation method under which a single
depreciation rate is applied to the total cost in a particular class of
property, despite differences in the service life or salvage value of individual
properties within the same class. CP performs depreciation studies of each
property asset class approximately every three years to update depreciation
rates. The studies are conducted with assistance from third-party specialists
and analyzed and reviewed by the Company's management. Depreciation studies for
U.S. assets are reviewed and approved by the Surface Transportation Board
("STB"). Depreciation studies for Canadian assets are provided to the Canadian
Transportation Agency (the "Agency"), but the Agency does not approve
depreciation rates. In determining appropriate depreciation rates, management is
required to make judgments and assumptions about a variety of key factors that
are subject to future variability due to inherent uncertainties. These include
the following:
Key Assumptions                    Assessments
•                                  •
Whole and remaining asset lives    Statistical analysis of historical retirement
                                   patterns;
                                   •
                                   Evaluation of management strategy and its
                                   impact on operations and the future use of
                                   specific property assets;
                                   •
                                   Assessment of technological advances;
                                   •
                                   Engineering estimates of changes in current
                                   operations and analysis of historic, current
                                   and projected future usage;
                                   •
                                   Additional factors considered for track
                                   assets: density of traffic and whether rail
                                   is new or has been re-laid in a subsequent
                                   position;
                                   •
                                   Assessment of policies and practices for the
                                   management of assets including maintenance;
                                   and
                                   •
                                   Comparison with industry data.
•                                  •
Salvage values                     Analysis of historical, current and estimated
                                   future salvage values.



CP depreciates the cost of properties, net of salvage, on a straight-line basis
over the estimated useful life of the class of property.  The estimates of
economic lives are uncertain and can vary due to changes in any of the assessed
factors noted in the table above for whole and remaining asset lives.
Additionally, the depreciation rates are updated to reflect the change in
residual values of the assets in the class.

It is anticipated that there will be changes in the estimates of
weighted-average useful lives and net salvage for each property asset class as
assets are acquired, used and retired. Substantial changes in either the useful
lives of properties or the salvage assumptions could result in significant
changes to depreciation expense. For example, if the estimated average life of
track assets, including rail, ties, ballast and other track material, increased
(or decreased) by one year, annual depreciation expense would decrease (or
increase) by approximately $17 million.

Due to the capital intensive nature of the railway industry, depreciation
represents a significant part of operating expenses. The estimated useful lives
of properties have a direct impact on the amount of depreciation recorded as a
component of "Properties" on the Company's Consolidated Balance Sheets. At
December 31, 2019 and 2018, accumulated depreciation was $8,099 million and
$7,964 million, respectively.

Deferred Income Taxes
CP accounts for deferred income taxes based on the liability method. This method
focuses on the Company's balance sheet and the temporary differences otherwise
calculated from the comparison of book versus tax values. The provision for
deferred income taxes arises from temporary differences in the carrying values
of assets and liabilities for financial statement and income tax purposes and
the effect of loss carry forwards. It is assumed that such temporary differences
will be settled in the deferred income tax assets and liabilities at the balance
sheet date.

In determining deferred income taxes, the Company makes estimates and
assumptions regarding deferred tax matters, including estimating the timing of
the realization and settlement of deferred income tax assets (including the
benefit of tax losses) and liabilities, and estimating unrecognized tax benefits
for uncertain tax positions. Deferred income taxes are calculated using enacted
federal, provincial, and state future income tax rates, which may differ in
future periods.

Deferred income tax expense is included in "Income tax expense" on the Company's
Consolidated Statements of Income. Additional disclosures are provided in Item
8. Financial Statements and Supplementary Data, Note 6 Income taxes.

Personal Injury and Other Claims Liabilities
CP estimates the potential liability arising from incidents, claims and pending
litigations relating to personal injury claims by employees, third-party claims,
certain occupation-related claims and property damage claims.

Personal Injury
In Canada, employee occupational injuries are governed by provincial workers'
compensation legislation. Occupational injury claims in the provinces of Québec,
Ontario, Manitoba and B.C. are self-insured and administered through each
Worker's Compensation Board ("WCB"). The future costs related to
occupation-related injuries are actuarially determined based on past experience
and assumptions associated with the injury, compensation, income replacement,
health care and administrative costs. In the four provinces where the Company is
self-insured, a discount rate is applied to the future estimated costs based on
market

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67 / SERVICE EXCELLENCE





rates for investment grade corporate bonds to determine the liability. An
actuarial study is performed on an annual basis. In the provinces of
Saskatchewan and Alberta, the Company is assessed an annual WCB contribution on
a premium basis and this amount is not subject to estimation by management. At
December 31, 2019 and 2018, respectively, the WCB liability was $85 million and
$81 million in "Pension and other benefit liabilities"; $11 million and $12
million in "Accounts payable and accrued liabilities", offset by deposits paid
to WCB of $1 million and $1 million in "Other assets" on the Company's
Consolidated Balance Sheets.

U.S. railway employees are covered by federal law under the Federal Employers'
Liability Act ("FELA") rather than workers' compensation programs. Accruals are
set for individual cases based on facts, legal opinion and statistical analysis.
U.S. accruals are also set and include alleged occupational exposure or injury.

Other Claims
A provision for litigation matters, equipment damages or other claims will be
accrued according to applicable accounting standards and any such accrual will
be based on an ongoing assessment of the strengths and weaknesses of the
litigation or claim and its likelihood of success, together with an evaluation
of the damages or other monetary relief sought. CP accrues for probable claims
when the facts of an incident become known and investigation results provide a
reasonable basis for estimating the liability. The lower end of the range is
accrued if the facts and circumstances permit only a range of reasonable
estimates and no single amount in that range is a better estimate than any
other. Facts and circumstances related to asserted claims can change, and a
process is in place to monitor accruals for changes in accounting estimates.

Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of
Operations and Annual Report on Form 10-K contains certain forward-looking
statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and other relevant securities legislation, including
applicable securities laws in Canada. Forward-looking statements typically
include words such as "financial expectations", "key assumptions", "anticipate",
"believe", "expect", "plan", "will", "outlook", "should" or similar words
suggesting future outcomes. To the extent that CP has provided guidance using
Non-GAAP financial measures, the Company may not be able to provide a
reconciliation to a GAAP measure without unreasonable efforts, due to unknown
variables and uncertainty related to future results.

This Management's Discussion and Analysis of Financial Condition and Results of
Operations and Annual Report on Form 10-K includes forward-looking statements
relating, but not limited to statements concerning the Company's defined benefit
pension expectations for 2020 and through 2023, our expectations for 2020
financial and operational performance, including our full-year guidance for
expected RTM and adjusted diluted EPS growth, planned capital expenditures
(including how such capital expenditures are expected to be financed), expected
impacts resulting from changes in the U.S.-to-Canadian dollar exchange rate, and
the effective tax rate, as well as statements concerning the Company's
operations, anticipated financial performance, business prospects and
strategies, including statements concerning the anticipation that cash flow from
operations and various sources of financing will be sufficient to meet debt
repayments and obligations in the foreseeable future and concerning anticipated
capital programs, and statements regarding future payments including income
taxes and pension contributions. The purpose of the 2020 Adjusted diluted EPS
growth projection is to assist readers in understanding our expected and
targeted financial results, and this information may not be appropriate for
other purposes.

The forward-looking statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations and Annual Report on
Form 10-K are based on current expectations, estimates, projections and
assumptions, having regarding to the Company's experience and its perception of
historical trends, and includes, but is not limited to, expectations, estimates,
projections and assumptions relating to: North American and global economic
growth; commodity demand growth; sustainable industrial and agricultural
production; commodity prices and interest rates; foreign exchange rates (as
specified herein); effective tax rates (as specified herein); performance of our
assets and equipment; sufficiency of our budgeted capital expenditures in
carrying out our business plan; applicable laws, regulations and government
policies; the availability and cost of labour, services and infrastructure; and
the satisfaction by third parties of their obligations to the Company. Although
the Company believes the expectations, estimates, projections and assumptions
reflected in the forward-looking statements presented herein are reasonable as
of the date hereof, there can be no assurance that they will prove to be
correct. Current economic conditions render assumptions, although reasonable
when made, subject to greater uncertainty.

Undue reliance should not be placed on forward-looking statements as actual
results may differ materially from those expressed or implied by forward-looking
statements. By their nature, forward-looking statements involve numerous
inherent risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements, including but not limited to the
following factors: changes in business strategies; general North American and
global economic, credit and business conditions; risks associated with
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
commodity prices; uncertainty surrounding timing and volumes of commodities
being shipped via CP; inflation; changes in laws, regulations and government
policies, including regulation of rates; changes in taxes and tax rates;
potential increases in maintenance and operating costs; changes in fuel prices;
uncertainties of investigations, proceedings or other types of claims and
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; trade restrictions or other changes to
international trade arrangements; climate change; and various events that could
disrupt operations, including severe weather, such as droughts, floods,
avalanches and earthquakes, and cybersecurity attacks, as well as security
threats and governmental response to them, and technological changes. The
foregoing list of factors is not exhaustive.


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There are more specific factors that could cause actual results to differ
materially from those described in the forward-looking statements contained in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations and Annual Report on Form 10-K. These more specific factors are
identified and discussed in Item 1A. Risk Factors. Other risks are detailed from
time to time in reports filed by CP with securities regulators in Canada and the
United States.

The forward-looking statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations and Annual Report on
Form 10-K are made as of the date hereof. Except as required by applicable law,
CP undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, or the foregoing assumptions and risks affecting
such forward-looking information, whether as a result of new information, future
events or otherwise.

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