The following discussion and analysis should be read in conjunction with the
Company's Interim Consolidated Financial Statements and the related notes for
the three and six months ended June 30, 2020 in Item 1. Financial Statements,
other information in this report, and Item 8. Financial Statements and
Supplementary Data of the Company's 2019 Annual Report on Form 10-K. Except
where otherwise indicated, all financial information reflected herein is
expressed in Canadian dollars.

For purposes of this report, all references herein to "CP", "the Company", "we",
"our" and "us" refer to CPRL, CPRL and its subsidiaries, CPRL and one or more of
its subsidiaries, or one or more of CPRL's subsidiaries, as the context may
require.

Available Information



CP makes available on or through its website www.cpr.ca free of charge, its
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and all amendments to those reports as soon as reasonably practicable
after such reports are filed with or furnished to the Securities and Exchange
Commission ("SEC"). Our website also contains charters for our Board of
Directors and each of its committees, our corporate governance guidelines and
our Code of Business Ethics. SEC filings made by CP are also accessible through
the SEC's website at www.sec.gov. The information on our website is not part of
this quarterly report on Form 10-Q.

The Company has included the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") certifications regarding the Company's public disclosure
required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits to this
report.

Executive Summary

Second Quarter of 2020 Results

• Financial performance - In the second quarter of 2020, CP reported Diluted

earnings per share ("EPS") of $4.66, a decrease of 10% as compared to the

same period of 2019 and Net income of $635 million in the second quarter of

2020, a decrease of 12% as compared to the same period of 2019. These

decreases were primarily due to lower Operating income in the second quarter

of 2020 and an income tax recovery associated with a change in tax rate in

2019, partially offset by higher foreign exchange ("FX") translation gains on

debt and lease liabilities in 2020.





Adjusted diluted EPS was $4.07 in the second quarter of 2020, a decrease of 5%
compared to the same period of 2019. Adjusted income was $553 million in the
second quarter of 2020, a decrease of 8% compared to the same period of 2019.
These decreases were primarily due to lower Operating income in the second
quarter of 2020.

Adjusted diluted EPS and Adjusted income are defined and reconciled in Non-GAAP Measures and discussed further in Results of Operations of this Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.



CP reported an Operating ratio of 57.0% in the second quarter of 2020, a 140
basis point improvement as compared to the same period of 2019. This improvement
was primarily due to favourable changes in fuel prices, revenue from liquidated
damages, including customer volume commitments, higher freight rates, and
efficiencies generated from improved operating performance, partially offset by
lower volumes.

• Total revenues - Total revenues decreased by 9% in the second quarter of 2020

to $1,792 million from $1,977 million in the same period of 2019. This

decrease was primarily due to lower volumes as measured by revenue ton-miles

("RTMs") primarily due to the impacts of the novel strain of Coronavirus

("COVID-19"), partially offset by the favourable effect of liquidated

damages, including customer volume commitments, and higher freight rates.

• Operating performance - CP's average train weight increased by 7% to 9,984

tons and average train length increased by 8% to 8,089 feet, compared to the

same period in 2019. These increases were a result of improvements in

operating plan efficiency and continued improvements in operational

efficiency for Grain trains, partially offset by lower volumes of heavier

commodities such as Canadian coal, in each case compared to the same period

in 2019. These metrics are discussed further in Performance Indicators of

this Item 2. Management's Discussion and Analysis of Financial Condition and


    Results of Operations.



Recent Developments

• On July 21, 2020, CP declared a quarterly dividend of $0.95 per share on the

outstanding Common Shares, an increase from $0.83 per share from the prior

quarter. The dividend is payable on October 26, 2020 to holders of record at

the close of business on September 25, 2020.

• In the second quarter of 2020, the effects of COVID-19 on consumer demand

resulted in lower volumes in the following lines of business: Energy,

chemicals and plastics, Metals, minerals and consumer products, Intermodal,

and Automotive. The future impacts of the COVID-19 pandemic on CP's business


    continue to be uncertain, however the Company has put forward our



                                                                              18

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current estimate of the impact on our business in our revised 2020 outlook discussed below. CP continues to adapt its resources in real time and deliver for our customers and the North American economy.



As COVID-19 continued to spread throughout Canada and the United States during
the three months ended June 30, 2020, CP conducted business as usual, to the
greatest extent possible in the circumstances, while continuing to apply
principles of precision scheduled railroading to respond to changes in demand.
The Company is continuing to take a variety of measures to ensure the
availability of its transportation services throughout our network, promote the
safety and security of our employees , and support the communities in which we
operate. CP is also supporting employees by working with labour unions to
shorten recall times, to be prepared for demand increases. Certain modifications
the Company has made in response to the COVID-19 pandemic include but are not
limited to: implementing a period of working at home for all non-essential
support staff; restricting employee business travel; implementing post-travel
employee screening; strengthening clean workplace practices; reinforcing
socially responsible sick leave recommendations; limiting visitor and
third-party access to Company facilities; launching internal COVID-19 resources
for employees; creating a pandemic response team comprised of employees and
members of senior management; encouraging telephonic and video conference-based
meetings along with other hygiene and social distancing practices recommended by
health authorities including Health Canada, the U.S. Centers for Disease Control
and Prevention, and the World Health Organization; and supplementing employment
insurance payments and maintaining health benefit coverage of employees through
the pandemic. CP is responding to this crisis through measures designed to
protect our workforce and prevent disruptions to the central role the Company's
operations provide to the North American economy. CP's service is deemed
essential as part of the transportation industry. We remain well positioned to
adjust to market conditions to assist our customers as they work to manage their
supply chain and inventories.

Since health authorities in some North American jurisdictions have begun slowly
easing restrictions, the Company began a phased reintegration back into the
workplace of non-essential office employees who had been working remotely. The
Company implemented preventative measures that serve to minimize the risk of
exposure to COVID-19. The measures include slowly progressing the number of
employees returning to the office, modifying our workspace to implement physical
distancing measures, and continuously reevaluating our efforts with safety as a
top priority.

We have observed many other companies, including companies in our industry,
taking precautionary and preemptive actions to address the COVID-19 pandemic,
and companies may take further actions that alter their normal business
operations. We will continue to actively monitor the situation and may take
further actions that could materially alter our business operations as may be
required or recommended by federal, provincial, state or local authorities, or
that we determine are in the best interests of our employees, customers,
shareholders, partners, suppliers, and other stakeholders.

Additional information concerning the impact COVID-19 may have to our future business and results of operations is provided in Part II, Item 1A. Risk Factors.

• In the second quarter of 2020, CP completed its previously announced

acquisition of Central Maine and Québec Railway

U.S. Inc. ("CMQ U.S."). Together with the earlier completion of the previously
announced acquisition of Central Maine & Québec Railway Canada Inc. ("CMQ
Canada"), the acquisition of CMQ U.S. completes CP's purchase of the entire CMQ
network originally announced on November 20, 2019. CMQ U.S. and CMQ Canada will
continue to operate in the U.S. and in Canada respectively as subsidiaries of
CP. This allows CP to integrate CMQ U.S.'s 244.2 route-miles of rail line in
Maine and Vermont into CP's network. The transaction also includes 57.3
route-miles leased from the Maine Department of Transportation. CMQ U.S.'s
network links CP directly to the Atlantic Ocean port of Searsport, Maine, and to
Port Saint John in New Brunswick through connections with Eastern Maine Railway
and New Brunswick Southern Railway. With the CMQ acquisition, CP is now a
13,000-mile rail network connecting the Atlantic coast to the Pacific coast
across six Canadian provinces and 11 U.S. states.

Prior Developments

• For the first quarter of 2020, the global emergence of the novel strain of

COVID-19 had no material impact to CP's business, financial condition, or

results of operations. However, given the uncertainty of the future impacts

of the COVID-19 pandemic on CP's business and the broader macroeconomic

environment, the Company updated its 2020 outlook based on the estimate of

the impact on its business.

• The Company's annual meeting of shareholders, held on April 21, 2020, was

conducted via a virtual-only format by live webcast online for the first

time. All 11 director nominees were elected.

• During the first quarter of 2019, the Company experienced severe winter

operating conditions and an increase in the frequency and severity of

casualty incidents and derailments. As a result, the Company incurred

significant costs to manage severe weather conditions, as well as direct

casualty costs, and higher operating costs. During this period and the

subsequent network recovery the Company also experienced losses and deferrals


    of potential revenues.



2020 Outlook

Based on the strength of the Company's performance to date, on July 22, 2020, CP
updated the outlook for 2020 that CP had previously updated on April 21, 2020.
The Company now expects to deliver Adjusted diluted EPS growth year over year
based

                                                                              19

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on Adjusted diluted EPS of $16.44 in 2019. CP continues to expect volume, as
measured in RTMs, to be down mid-single digits and capital expenditures of $1.6
billion as the Company takes advantage of available track time to better
position the network for recovery and support long-term shareholder returns.
CP's revised earnings guidance assumes an FX rate of approximately $1.35 USD/CAD
as compared to $1.40 USD/CAD previously, other components of net periodic
benefit recovery to decrease by approximately $40 million as compared to 2019
and an effective tax rate of approximately 24.8 percent as a result of the
accelerated reduction of the Alberta corporate tax rate as compared to 25.0
percent previously. Adjusted diluted EPS is defined and reconciled in Non-GAAP
Measures and discussed further in Results of Operations of this Item 2.
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 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 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations for further discussion.

Performance Indicators



The following table lists the key measures of the Company's operating
performance:
                                         For the three months ended  For the six months ended June
                                                  June 30                         30
                                          2020    2019(1)  % Change    2020     2019(1)  % Change
Operations Performance
Gross ton-miles ("GTMs") (millions)     63,077    72,717      (13 )  134,410   137,571       (2 )
Train miles (thousands)                  6,865     8,373      (18 )   15,238    16,196       (6 )
Average train weight - excluding local
traffic (tons)                           9,984     9,295        7      9,544     9,088        5
Average train length - excluding local
traffic (feet)                           8,089     7,523        8      7,713     7,350        5
Average terminal dwell (hours)             6.5       6.4        2        6.4       7.1      (10 )
Average train speed (miles per hour, or
"mph")                                    22.4      22.4        -       22.0      21.8        1
Locomotive productivity (GTMs /
operating horsepower)                      212       207        2        206       196        5
Fuel efficiency (U.S. gallons of
locomotive fuel consumed / 1,000 GTMs)   0.921     0.934       (1 )    0.947     0.972       (3 )
Total Employees and Workforce
Total employees (average)               12,001    13,274      (10 )   12,244    13,059       (6 )
Total employees (end of period)         11,988    13,330      (10 )   11,988    13,330      (10 )
Workforce (end of period)               12,033    13,365      (10 )   12,033    13,365      (10 )
Safety Indicators(1)
FRA personal injuries per 200,000
employee-hours                            1.12      1.00       12       1.14      1.46      (22 )
FRA train accidents per million
train-miles                               1.06      0.87       22       

1.02 1.23 (17 )

(1) FRA personal injuries per 200,000 employee-hours for the six months ended

June 30, 2019 was previously reported as 1.47, restated to 1.46 for the

current report. FRA train accidents per million train-miles for the three

and six months ended June 30, 2019 were previously reported as 0.77 and

1.18, restated to 0.87 and 1.23, respectively for the current report. These

adjustments reflect new information available within specified periods

stipulated by the FRA but that exceed the Company's financial reporting


     timeline.



For key measures of the Company's revenue performance, refer to Operating Revenues of this Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Operations Performance



These key measures are used by management as comparisons to historical operating
results and in the planning process to facilitate decisions that continue to
drive further productivity improvements in the Company's operations. Results of
these key measures reflect how effective CP's management is at controlling costs
and executing the Company's operating plan and strategy. Continued monitoring of
these key measures ensures that the Company can take appropriate actions to
ensure the delivery of superior service and be able to grow its business at low
incremental cost.


                                                                              20

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Three months ended June 30, 2020 compared to the three months ended June 30, 2019

• 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 decreased by 13% in the second quarter of 2020

compared to the same period of 2019. This decrease was mainly attributable to

lower volumes of crude, Coal, frac sand, and Intermodal. This decrease was


    partially offset by higher volumes of Canadian grain, Fertilizers and
    sulphur, and Potash.


• Train miles are defined as the sum of the distance moved by all trains

operated on the network. Changes in train miles indicate the combined effect

of changes in workload (GTMs) and train weight efficiency. Train miles

decreased by 18% in the second quarter of 2020 compared to the same period of

2019. This decrease reflects the impact of a 13% decrease in workload (GTMs)

as well as a 7% increase in average train weights.

• 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 railroads' trains on CP's network. An increase in average train weight

indicates improved asset utilization and may also be the result of moving


    heavier commodities. Average train weight increased by 7% in the second
    quarter of 2020 compared to the same period of 2019. This increase was a
    result of improvements in operating plan efficiency and continued
    improvements in operational efficiency for Grain trains driven by the

8,500-foot High Efficiency Product ("HEP") train model, partially offset by

lower volumes of heavier commodities such as Canadian coal.

• 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. This excludes trains in
    short-haul service, work trains used to move CP's track equipment and
    materials, and the haulage of other railroads' trains on CP's network. An
    increase in average train length indicates improved asset utilization.

Average train length increased by 8% in the second quarter of 2020 compared


    to the same period of 2019. This increase was a result of improvements in
    operating plan efficiency and continued improvements in operational
    efficiency for Grain trains driven by the 8,500-foot HEP train model,

partially offset by lower volumes of commodities such as Canadian coal, 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 railroad. The timing ends when the

train leaves, a customer receives the car from CP, or the freight car is

transferred to another railroad. Freight cars are excluded if they are being

stored at the terminal or used in track repairs. A decrease in average

terminal dwell indicates improved terminal performance resulting in faster

cycle times and improved railcar utilization. Average terminal dwell

increased by 2% in the second quarter of 2020 compared to the same period of

2019. This increase was a result of aligning the operating plan to demand in

order to maintain efficiencies in network fluidity.

• 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

railroads 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. An increase in average train speed indicates improved

on-time performance resulting in improved asset utilization. Average train

speed was flat in the second quarter of 2020 compared to the same period of


    2019.



• Locomotive productivity is defined as the daily average GTMs divided by daily

average operating horsepower. Operating horsepower excludes units offline,

tied up or in storage, or in use on other railways, and includes foreign

units online. An increase in locomotive productivity indicates more efficient

locomotive utilization and may also be the result of moving heavier

commodities. Locomotive productivity increased by 2% in the second quarter of


    2020 compared to the same period of 2019. This increase was due to
    improvements in operating plan efficiency.


• Fuel efficiency is defined as U.S. gallons of locomotive fuel consumed per

1,000 GTMs. Fuel consumed includes gallons from freight, yard and commuter

service but excludes fuel used in capital projects and other non-freight

activities. An improvement in fuel efficiency indicates operational cost

savings and CP's commitment to corporate sustainability through a reduction

of greenhouse gas emissions intensity. Fuel efficiency improved by 1% in the

second quarter of 2020 compared to the same period of 2019. This increase in

efficiency was due to improved train productivity.

Six months ended June 30, 2020 compared to the six months ended June 30, 2019

• GTMs decreased by 2% for the first six months of 2020 compared to the same

period of 2019. This decrease was primarily due to decreased volumes of

Canadian coal, frac sand, and U.S. grain. This decrease was partially offset


    by increased volumes of Canadian grain, and Fertilizers and sulphur.




                                                                              21

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• Train miles decreased by 6% for the first six months of 2020 compared to the

same period of 2019. This decrease reflected the impact of a 2% decrease in

workload (GTMs), as well as a 5% increase in average train weights.

• Average train weight increased by 5% for the first six months of 2020

compared to the same period of 2019. This increase was a result of

improvements in operating plan efficiency, continued improvements in

operational efficiency for Grain trains driven by the 8,500-foot HEP train

model, and improved winter operating conditions in the first quarter of 2020.

This increase is partially offset by lower volumes of heavier commodities


    such as Canadian coal.



• Average train length increased by 5% for the first six months of 2020 from

the same period of 2019. This increase was primarily due to improvements in

operating plan efficiency and continued improvements in operational

efficiency for Grain trains driven by the 8,500-foot HEP train model,

partially offset by lower volumes of commodities such as Canadian coal, which


    move in longer trains.



• Average terminal dwell decreased by 10% in the first six months of 2020

compared to the same period of 2019. This favourable decrease was due to

improved network fluidity as a result of a continued focus on velocity and

terminal efficiency in the first quarter of 2020, partially offset by the

alignment of the operating plan to demand in order to maintain efficiencies

in network fluidity in the second quarter of 2020.

• Average train speed increased by 1% in the first six months of 2020 compared

to the same period of 2019. This increase in speed was due to improved winter

operating conditions in the first quarter of 2020.

• Locomotive productivity increased by 5% in the first six months of 2020

compared to the same period of 2019. This increase was driven by improvements

in operating plan efficiency.

• Fuel efficiency improved by 3% in the first six months of 2020 compared to


    the same period of 2019. This increase in efficiency was primarily due to
    improved winter operating conditions in the first quarter of 2020 and
    increased train productivity.


Total Employees and Workforce



An employee is defined as an individual currently engaged in full-time,
part-time, or seasonal employment with CP while workforce is defined as total
employees plus contractors and consultants. The Company monitors employment and
workforce levels in order to efficiently meet service and strategic
requirements. The number of employees is a key driver to total compensation and
benefits costs.

The average number of total employees decreased by 10% and 6% for the three and
six months ended June 30, 2020, respectively, compared to the same periods of
2019. The total number of employees as at June 30, 2020 was 11,988, a decrease
of 1,342, or 10%, compared to 13,330 as at June 30, 2019. The total workforce as
at June 30, 2020 was 12,033, a decrease of 1,332, or 10%, compared to 13,365 as
at June 30, 2019. The decrease in total employees and workforce is due to more
efficient resource planning, including furloughs associated with the economic
downturn caused by COVID-19, partially offset by the addition of employees from
the acquisition of CMQ.

Safety Indicators

Safety is a key priority and core strategy for CP's management, employees, and
Board of Directors. Personal injuries and train accidents are indicators of the
effectiveness of the Company's safety systems, and are used by management to
evaluate and, as necessary, alter the Company's safety systems, procedures, and
protocols. Each measure follows U.S. Federal Railroad Administration ("FRA")
reporting guidelines, which can result in restatement after initial publication
to reflect new information available within specified periods stipulated by the
FRA but that exceed the Company's financial reporting timeline.

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 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 1.12 in the
second quarter of 2020, an increase from 1.00 in the same period of 2019. For
the first six months of 2020, the FRA personal injury rate per 200,000
employee-hours for CP was 1.14, a decrease from 1.46 in the same period of 2019.

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 was 1.06
in the second quarter of 2020, an increase from 0.87 in the same period of 2019.
For the first six months of 2020, the FRA train accidents per million
train-miles was 1.02, a decrease from 1.23 in the same period of 2019.


                                                                            

22

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Financial Highlights



The following table presents selected financial data related to the Company's
financial results as of, and for the three and six months ended, June 30, 2020
and the comparative figures in 2019. The financial highlights should be read in
conjunction with Item 1. Financial Statements and this Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations.
                                             For the three months ended
                                                       June 30                 For the six months ended June 30
(in millions, except per share data,
percentages and ratios)                          2020           2019                2020                2019
Financial Performance and Liquidity
Total revenues                              $     1,792     $     1,977     $          3,835     $          3,744
Operating income                                    770             822                1,604                1,365
Net income                                          635             724                1,044                1,158
Adjusted income(1)                                  553             602                1,160                  994
Basic EPS                                          4.68            5.19                 7.67                 8.28
Diluted EPS                                        4.66            5.17                 7.64                 8.25
Adjusted diluted EPS(1)                            4.07            4.30                 8.49                 7.08
Dividends declared per share                     0.8300          0.8300               1.6600               1.4800
Cash provided by operating activities               835             721                1,324                1,134
Cash used in investing activities                  (468 )          (455 )               (830 )               (674 )
Cash used in financing activities                  (322 )          (572 )               (366 )               (474 )
Free cash(1)                                        333             265                  491                  458
Financial Position                               As at June 30, 2020                As at December 31, 2019
Total assets                                $                    23,562     $                              22,367
Total long-term debt, including current
portion                                                           9,548                                     8,757
Total shareholders' equity                                        7,465                                     7,069
                                             For the three months ended
                                                       June 30                 For the six months ended June 30
Financial Ratios                                 2020           2019                2020                2019
Operating ratio(2)                                 57.0 %          58.4 %               58.2 %               63.5 %
                                                              For the twelve months ended June 30
                                                        2020                                 2019
Return on average shareholders' equity(3)                          31.8 %                                    33.9 %
Adjusted return on invested capital
("Adjusted ROIC")(1)                                               17.1 %                                    16.8 %
Long-term debt to Net income ratio(4)                               4.1                                       3.7
Adjusted net debt to adjusted EBITDA
ratio(1)                                                            2.4                                       2.4


(1) These measures have no standardized meanings prescribed by accounting

principles generally accepted in the United States of America ("GAAP") and,

therefore, may not be comparable to similar measures presented by other

companies. These measures are defined and reconciled in Non-GAAP Measures of

this Item 2. Management's Discussion and Analysis of Financial Condition and


     Results of Operations.


(2)  Operating ratio is defined as operating expenses divided by revenues,

further discussed in Results of Operations of this Item 2. Management's

Discussion and Analysis of Financial Condition and Results of Operations.

(3) Return on average shareholders' equity is defined as Net income divided by

average shareholders' equity, averaged between the beginning and ending

balance over a rolling 12-month period, further discussed in Results of

Operations of this Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations.

(4) 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, further

discussed in Liquidity and Capital Resources of this Item 2. Management's


     Discussion and Analysis of Financial Condition and Results of Operations.




                                                                              23

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Results of Operations

Three months ended June 30, 2020 compared to the three months ended June 30, 2019



Income

Operating income was $770 million in the second quarter of 2020, a decrease of
$52 million, or 6%, from $822 million in the same period of 2019. This decrease
was primarily due to lower volumes as measured by RTMs due to the impacts of
COVID-19.

This decrease was partially offset by: • liquidated damages, including customer volume commitments, and higher freight

rates;

• the favourable impact of $24 million from changes in fuel prices; and

• the efficiencies generated from improved operating performance and asset


    utilization.



Net income was $635 million in the second quarter of 2020, a decrease of $89
million, or 12%, from $724 million in the same period of 2019. This decrease was
primarily due to lower Operating income in 2020 and an income tax recovery
associated with a change in tax rate in 2019, partially offset by higher FX
translation gains on U.S. dollar-denominated debt and lease liabilities compared
to the same period of 2019.

Adjusted income, defined and reconciled in Non-GAAP Measures of this Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, was $553 million in the second quarter of 2020, a decrease of $49
million, or 8%, from $602 million in the same period of 2019. This decrease was
primarily due to lower Operating income.

Diluted Earnings per Share



Diluted EPS was $4.66 in the second quarter of 2020, a decrease of $0.51, or
10%, from $5.17 in the same period of 2019. This decrease was due to lower Net
income, partially offset by a lower average number of outstanding shares due to
the Company's share repurchase program.

Adjusted diluted EPS, defined and reconciled in Non-GAAP Measures of this Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations, was $4.07 in the second quarter of 2020, a decrease of $0.23, or 5%,
from $4.30 in the same period of 2019. This decrease was primarily due to lower
Adjusted income, partially offset by a lower average number of outstanding
shares due to the Company's share repurchase program.

Operating Ratio



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 57.0% in the second
quarter of 2020, a 140 basis point improvement from 58.4% in the same period of
2019. This improvement was primarily due to:
• the favourable impact of changes in fuel prices;


• liquidated damages, including customer volume commitments, and higher freight

rates; and

• the efficiencies generated from improved operating performance and asset


    utilization.



This improvement was partially offset by lower volumes as measured by RTMs and lower gains on land sales.

Return on Average Shareholders' Equity and Adjusted Return on Invested Capital



Return on average shareholders' equity and Adjusted ROIC are measures used by
management to determine how productively the Company uses its long-term capital
investments, representing critical indicators of good operating and investment
decisions. Adjusted ROIC is also an important performance criteria in
determining certain elements of the Company's long-term incentive plan.

Return on average shareholders' equity was 31.8% for the twelve months ended June 30, 2020, a 210 basis point decrease compared to 33.9% for the twelve months ended June 30, 2019. This decrease was due to higher average shareholders' equity due to accumulated Net income, partially offset by the impact of the Company's share repurchase program.



Adjusted ROIC was 17.1% for the twelve months ended June 30, 2020, a 30 basis
point increase compared to 16.8% for the twelve months ended June 30, 2019,
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 the impact of the Company's share
repurchase program. Adjusted ROIC is a Non-GAAP measure, which is defined and
reconciled from Return on average shareholders' equity, the most comparable
measure calculated in accordance with GAAP, in Non-GAAP Measures of this Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.


                                                                              24

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Six months ended June 30, 2020 compared to the six months ended June 30, 2019

Income



Operating income was $1,604 million in the first six months of 2020, an increase
of $239 million, or 18%, from $1,365 million in the same period of 2019. This
increase was primarily due to:
•   liquidated damages, including customer volume commitments, and higher freight

rates;

• the efficiencies generated from improved operating performance and asset

utilization;

• the favourable impact of changes in fuel prices; and

• the impact of harsher winter operating conditions in 2019.

This increase was partially offset by higher depreciation and amortization of $42 million (excluding FX) and cost inflation.



Net income was $1,044 million in the first six months of 2020, a decrease of
$114 million, or 10%, from $1,158 million in the same period of 2019. This
decrease was primarily due to an FX translation loss on U.S. dollar-denominated
debt and lease liabilities of $129 million, compared to an FX translation gain
of $82 million in the same period of 2019, an income tax recovery of $88 million
associated with a change in tax rate in 2019, partially offset by higher
Operating income.

Adjusted income was $1,160 million in the first six months of 2020, an increase of $166 million, or 17%, from $994 million in the same period of 2019. This increase was primarily due to higher Operating income, partially offset by higher taxes due to higher taxable income.

Diluted Earnings per Share



Diluted EPS was $7.64 in the first six months of 2020, a decrease of $0.61, or
7%, from $8.25 in the same period of 2019. This decrease was due to lower Net
income, partially offset by a lower average number of outstanding shares due to
the Company's share repurchase program.

Adjusted diluted EPS was $8.49 in the first six months of 2020, an increase of $1.41, or 20%, from $7.08 in the same period of 2019. This increase was primarily due to higher Adjusted income and a lower average number of outstanding shares due to the Company's share repurchase program.

Operating Ratio



The Company's Operating ratio was 58.2% in the first six months of 2020, a 530
basis point improvement from 63.5% in the same period of 2019. This improvement
was primarily due to:
•   liquidated damages, including customer volume commitments, and higher freight

rates;

• the favourable impact of changes in fuel prices;

• the efficiencies generated from improved operating performance and asset

utilization; and

• the impact of harsh winter operating conditions in 2019.

This improvement was partially offset by higher depreciation and amortization and cost inflation.



Impact of FX 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 the second
quarter of 2020, the impact of a stronger U.S. dollar resulted in an increase in
total revenues of $35 million, an increase in total operating expenses of $19
million, and an increase in interest expense of $4 million from the same period
of 2019. In the first six months of 2020, the impact of a stronger U.S. dollar
resulted in an increase in total revenues of $41 million, an increase in total
operating expenses of $25 million, and an increase in interest expense of $5
million from the same period of 2019.

On July 17, 2020, the noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York was U.S. $1.00 = 1.36 Canadian dollar.

25

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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 period end exchange rates, and the
high and low 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)  2020    2019
For the three months ended - June 30          $ 1.39  $ 1.34
For the six months ended - June 30            $ 1.37  $ 1.33

Ending exchange rates (Canadian/U.S. dollar) 2020 2019 Beginning of year - January 1

$ 1.30  $ 1.36
Beginning of quarter - April 1               $ 1.41  $ 1.33
End of quarter - June 30                     $ 1.36  $ 1.31



                                               For the three months ended  For the six months ended
                                                        June 30                    June 30
High/Low exchange rates (Canadian/U.S. dollar)      2020         2019          2020         2019
High                                           $       1.42   $    1.35   $       1.45   $    1.36
Low                                            $       1.34   $    1.31   $       1.30   $    1.31



The impact of FX on total revenues and operating expenses is discussed further
in Item 3. Quantitative and Qualitative Disclosures About Market Risk, in the
Foreign Exchange Risk section.

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 an impact on earnings due to the timing of recoveries
from CP's fuel cost adjustment program. The following table indicates the
average fuel price for the three and six months ended June 30, 2020 and the
comparative periods of 2019.
Average Fuel Price (U.S. dollars per U.S. gallon)  2020    2019
For the three months ended - June 30              $ 1.63  $ 2.61
For the six months ended - June 30                $ 1.98  $ 2.51

The impact of fuel prices on earnings includes the impacts of carbon taxes, levies, and obligations under cap-and-trade programs recovered and paid, on revenues and expenses, respectively.



In the second quarter of 2020, the favourable impact of fuel prices on Operating
income was $24 million. Lower fuel prices resulted in a decrease in Total
operating expenses of $81 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 $57 million
from the same period of 2019.

In the first six months of 2020, the favourable impact of fuel prices on
Operating income was $38 million. Lower fuel prices resulted in a decrease in
Total operating expenses of $94 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 $56 million
from the same period of 2019.



                                                                              26

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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 Company's Common
Shares are listed on the Toronto Stock Exchange ("TSX") and the New York Stock
Exchange ("NYSE") with ticker symbol "CP". The following tables indicate the
opening and closing Common Share price on the TSX and the NYSE for the three and
six months ended June 30, 2020 and the comparative periods in 2019.
TSX (in Canadian dollars)                                         2020      

2019


Opening Common Share price, as at January 1                     $ 331.03  $ 

242.24


Ending Common Share price, as at March 31                       $ 310.55  $ 

275.34


Ending Common Share price, as at June 30                        $ 345.32  $ 

308.43

Change in Common Share price for the three months ended June 30 $ 34.77 $

33.09

Change in Common Share price for the six months ended June 30 $ 14.29 $


 66.19



NYSE (in U.S. dollars)                                            2020      2019
Opening Common Share price, as at January 1                     $ 254.95  $ 

177.62


Ending Common Share price, as at March 31                       $ 219.59  $ 

206.03


Ending Common Share price, as at June 30                        $ 255.34  $ 

235.24

Change in Common Share price for the three months ended June 30 $ 35.75 $

29.21

Change in Common Share price for the six months ended June 30 $ 0.39 $

57.62

In the second quarter of 2020, the impact of the change in Common Share prices resulted in an increase in stock-based compensation expense of $20 million compared to an increase of $16 million in the same period of 2019.

In the first six months of 2020, the impact of the change in Common Share prices resulted in an increase in stock-based compensation expense of $3 million compared to an increase of $29 million in the same period of 2019.

The impact of share price on stock-based compensation is discussed further in

Item 3. Quantitative and Qualitative Disclosures About Market Risk , Share Price Impact on Stock-Based Compensation.

Operating Revenues



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, equipment rents, and crew
costs. Non-freight revenues are generated from leasing of certain assets; other
arrangements, including logistical services and contracts with passenger service
operators; and switching fees.
For the three months ended June                                                        FX Adjusted
30                                   2020         2019      Total Change   % Change    % Change(2)
Freight revenues (in
millions)(1)                     $    1,752   $    1,931   $      (179 )        (9 )        (11 )
Non-freight revenues (in
millions)                                40           46            (6 )       (13 )        (13 )
Total revenues (in millions)     $    1,792   $    1,977   $      (185 )        (9 )        (11 )
Carloads (in thousands)               631.0        716.8         (85.8 )       (12 )        N/A
Revenue ton-miles (in millions)      35,727       39,820        (4,093 )       (10 )        N/A
Freight revenue per carload (in
dollars)                         $    2,777   $    2,694   $        83           3            1
Freight revenue per revenue
ton-mile (in cents)                    4.90         4.85          0.05           1           (1 )


(1) Freight revenues include fuel surcharge revenues of $63 million in 2020 and

$126 million in 2019. 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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Freight revenues were $1,752 million in the second quarter of 2020, a decrease
of $179 million, or 9%, from $1,931 million in the same period of 2019. This
decrease was primarily due to lower volumes as measured by RTMs. This decrease
was partially offset by higher freight revenue per revenue ton-mile.

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 the second quarter of 2020 were 35,727
million, a decrease of 10% compared with 39,820 million in the same period of
2019. This decrease was mainly attributable to lower volumes of crude,

                                                                            

27

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Coal, frac sand, and Intermodal. This decrease was partially offset by higher volumes of Canadian grain, Fertilizers and sulphur, and Potash.



Freight revenue per revenue ton-mile is defined as freight revenue per
revenue-producing ton of freight over a distance of one mile. This is an
indicator of yield. Freight revenue per revenue ton-mile was 4.90 cents in the
second quarter of 2020, an increase of 0.05 cents, or 1%, from 4.85 cents in the
same period of 2019. This increase was primarily due to higher liquidated
damages, including customer volume commitments, higher freight rates, and the
favourable impact of the change in FX of $35 million. This increase was
partially offset by moving lower volumes of Automotive, which has a higher
freight revenue per revenue ton-mile compared to the corporate average, as well
as the unfavourable impact of lower fuel surcharge revenue, as a result of lower
fuel prices of $57 million.

Carloads are defined as revenue-generating shipments of containers and freight
cars. Carloads were 631.0 thousand in the second quarter of 2020, a decrease of
85.8 thousand, or 12%, from 716.8 thousand in the same period of 2019. This
decrease was primarily due to lower volumes of Automotive, Coal, crude,
Intermodal, and frac sand. This decrease was partially offset by higher volumes
of Canadian grain, Fertilizers and sulphur and Potash.

Freight revenue per carload is defined as freight revenue per revenue-generating
shipment of containers or freight cars. This is an indicator of yield. Freight
revenue per carload was $2,777 in the second quarter of 2020, an increase of
$83, or 3%, from $2,694 in the same period of 2019. This increase was primarily
due to liquidated damages, including customer volume commitments, higher freight
rates, and the favourable impact of the change in FX of $35 million. This
increase was partially offset by the unfavourable impact of lower fuel surcharge
revenue, as a result of lower fuel prices of $57 million.

Non-freight revenues were $40 million in the second quarter of 2020, a decrease of $6 million, or 13%, from $46 million in the same period of 2019. This decrease was primarily due to lower passenger revenues and switching fees.


                                                                                          FX Adjusted

For the six months ended June 30 2020 2019 Total Change


  % Change    % Change(2)
Freight revenues (in
millions)(1)                     $     3,752   $     3,657   $         95          3             1
Non-freight revenues (in
millions)                                 83            87             (4 )       (5 )          (5 )
Total revenues (in millions)     $     3,835   $     3,744   $         91          2             1
Carloads (in thousands)              1,321.6       1,352.4          (30.8 )       (2 )         N/A
Revenue ton-miles (in millions)       74,945        75,822           (877 )       (1 )         N/A
Freight revenue per carload (in
dollars)                         $     2,839   $     2,704   $        135          5             4
Freight revenue per revenue
ton-mile (in cents)                     5.01          4.82           0.19          4             3


(1) Freight revenues include fuel surcharge revenues of $182 million in 2020 and

$233 million in 2019. Fuel surcharge revenues include carbon taxes, levies,


     and obligations recovered 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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Freight revenues were $3,752 million in the first six months of 2020, an
increase of $95 million, or 3%, from $3,657 million in the same period of 2019.
This increase was primarily due to higher freight revenue per revenue ton-mile,
partially offset by lower volumes as measured by RTMs.

RTMs for the first six months of 2020 were 74,945 million, a decrease of 1% compared with 75,822 million in the same period of 2019. This decrease was mainly attributable to lower volumes of Coal, frac sand, and U.S. grain. This decrease was partially offset by higher volumes of Canadian grain and Fertilizers and sulphur.



Freight revenue per revenue ton-mile was 5.01 cents in the first six months of
2020, an increase of 0.19 cents, or 4%, from 4.82 cents in the same period of
2019. This increase was primarily due to liquidated damages, including customer
volume commitments, higher freight rates, and the favourable impact of the
change in FX of $41 million. This increase was partially offset by moving lower
volumes of Automotive, which has a higher freight revenue per revenue ton-mile
compared to the corporate average, as well as the unfavourable impact of lower
fuel surcharge revenue, as a result of lower fuel prices, of $56 million.

Carloads were 1,321.6 thousand in the first six months of 2020, a decrease of
30.8 thousand, or 2%, from 1,352.4 thousand in the same period of 2019. This
decrease was primarily due to lower volumes of Coal, Automotive, and frac sand.
This decrease was partially offset by higher volumes of Canadian grain.

Freight revenue per carload was $2,839 in the first six months of 2020, an
increase of $135, or 5%, from $2,704 in the same period of 2019. This increase
was primarily due to higher liquidated damages, including customer volume
commitments, higher freight rates, and the favourable impact of the change in FX
of $41 million. This increase is partially offset by the unfavourable impact of
lower fuel surcharge revenue, as a result of lower fuel prices of $56 million.


                                                                              28

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Non-freight revenues were $83 million in the first six months of 2020, a decrease of $4 million, or 5%, from $87 million in the same period of 2019. This decrease was primarily due to lower passenger revenues and switching fees.

Fuel Cost Adjustment Program



Freight revenues include fuel surcharge revenues associated with CP's fuel cost
adjustment program, which is designed to respond to fluctuations in fuel prices
and help reduce exposure to changing fuel prices. The surcharge is applied to
shippers through tariffs and by contract, within agreed-upon guidelines. This
program includes recoveries of carbon taxes, levies, and obligations under
cap-and-trade programs. Freight revenues included fuel surcharge revenues of $63
million in the second quarter of 2020, a decrease of $63 million, or 50%, from
$126 million in the same period of 2019. This decrease was primarily due to
lower fuel prices and lower volumes. This decrease was partially offset by the
timing of recoveries from CP's fuel cost adjustment program and increased carbon
tax recoveries.

In the first six months of 2020, fuel surcharge revenues were $182 million, a
decrease of $51 million, from $233 million in the same period of 2019. This
decrease was primarily due to lower fuel prices. This decrease was partially
offset by the timing of recoveries from CP's fuel cost adjustment program and
increased carbon tax recoveries.

Lines of Business

Grain
                                                                                          FX Adjusted

For the three months ended June 30 2020 2019 Total Change

   % Change    % Change(1)
Freight revenues (in millions)      $     446   $     422   $        24            6             3
Carloads (in thousands)                 118.4       113.1           5.3            5           N/A
Revenue ton-miles (in millions)        10,169       9,452           717            8           N/A
Freight revenue per carload (in
dollars)                            $   3,767   $   3,731   $        36            1            (1 )
Freight revenue per revenue
ton-mile (in cents)                      4.39        4.46         (0.07 )         (2 )          (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Grain revenue was $446 million in the second quarter of 2020, an increase of $24
million, or 6%, from $422 million in the same period of 2019. This increase was
primarily due to moving record volumes of Canadian grain, primarily to Vancouver
and Thunder Bay, higher freight rates, and the favourable impact of the change
in FX. This increase was partially offset by decreased freight revenue per
revenue ton-mile and moving lower volumes of U.S. grain, primarily corn, to
western Canada. Freight revenue per revenue ton-mile decreased due to the
unfavourable impact of lower fuel surcharge revenue as a result of lower fuel
prices. RTMs increased more than carloads driven by moving increased volumes of
Canadian grain to Vancouver, which has a longer length of haul.
                                                                                      FX Adjusted
For the six months ended June 30           2020        2019  Total Change   % Change  % Change(1)
Freight revenues (in millions)      $     864   $     802   $          62          8         6
Carloads (in thousands)                 219.0       205.9            13.1          6       N/A
Revenue ton-miles (in millions)        19,185      17,804           1,381          8       N/A
Freight revenue per carload (in
dollars)                            $   3,945   $   3,895   $          50          1         -
Freight revenue per revenue
ton-mile (in cents)                      4.50        4.50               -          -        (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Grain revenue was $864 million in the first six months of 2020, an increase of
$62 million, or 8%, from $802 million in the same period of 2019. This increase
was primarily due to moving record volumes of Canadian grain, primarily to
Vancouver and Thunder Bay, higher freight rates, and the favourable impact of
the change in FX. This increase was partially offset by lower volumes of U.S.
grain, primarily corn, to western Canada and lower fuel surcharge revenue as a
result of lower fuel prices. RTMs increased more than carloads driven by moving
increased volumes of Canadian grain to Vancouver, which has a longer length of
haul.


                                                                              29

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Coal


                                                                                        FX Adjusted

For the three months ended June 30 2020 2019 Total Change % Change % Change(1) Freight revenues (in millions) $ 131 $ 173 $ (42 )

      (24 )        (24 )
Carloads (in thousands)                  59.4        77.7          (18.3 )      (24 )        N/A
Revenue ton-miles (in millions)         4,337       5,492         (1,155 )      (21 )        N/A
Freight revenue per carload (in
dollars)                            $   2,205   $   2,227   $        (22 )       (1 )         (1 )
Freight revenue per revenue
ton-mile (in cents)                      3.02        3.15          (0.13 )       (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Coal revenue was $131 million in the second quarter of 2020, a decrease of $42
million, or 24%, from $173 million in the same period of 2019. This decrease was
primarily due to lower volumes of Canadian coal, driven by supply chain
challenges at both the mines and the ports, lower volumes of U.S. coal to
Wisconsin, and decreased freight revenue per revenue ton-mile. Freight revenue
per revenue ton-mile decreased due to the unfavourable impact of lower fuel
surcharge revenue as a result of lower fuel prices. Carloads decreased more than
RTMs driven by moving lower volumes of U.S. coal to Wisconsin, which has a
shorter length of haul.
                                                                                        FX Adjusted
For the six months ended June 30           2020        2019  Total Change   % Change    % Change(1)
Freight revenues (in millions)      $     281   $     331   $        (50 )      (15 )        (15 )
Carloads (in thousands)                 123.2       148.1          (24.9 )      (17 )        N/A
Revenue ton-miles (in millions)         8,772      10,724         (1,952 )      (18 )        N/A
Freight revenue per carload (in
dollars)                            $   2,281   $   2,235   $         46          2            2
Freight revenue per revenue
ton-mile (in cents)                      3.20        3.09           0.11          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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Coal revenue was $281 million in the first six months of 2020, a decrease of $50
million, or 15%, from $331 million in the same period of 2019. This decrease was
primarily due to lower volumes of Canadian coal, driven by supply chain
challenges at both the mines and ports and lower fuel surcharge revenue as a
result of lower fuel prices. This decrease was partially offset by increased
freight revenue per revenue ton-mile due to higher freight rates.

Potash


                                                                                      FX Adjusted
For the three months ended June 30         2020        2019  Total Change   % Change  % Change(1)
Freight revenues (in millions)      $     146   $     136   $          10          7         5
Carloads (in thousands)                  47.0        44.4             2.6          6       N/A
Revenue ton-miles (in millions)         5,490       5,242             248          5       N/A
Freight revenue per carload (in
dollars)                            $   3,106   $   3,063   $          43          1        (1 )
Freight revenue per revenue
ton-mile (in cents)                      2.66        2.59            0.07          3         -


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Potash revenue was $146 million in the second quarter of 2020, an increase of
$10 million, or 7%, from $136 million in the same period of 2019. This increase
was primarily due to higher volumes of domestic potash following three
consecutive poor application seasons, higher volumes of export potash following
resolved international contract negotiations as well as increased freight
revenue per revenue ton-mile. This increase was partially offset by lower fuel
surcharge revenue as a result of lower fuel prices. Freight revenue per revenue
ton-mile increased due to higher freight rates and the favourable impact of the
change in FX.

                                                                              30

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                                                                                         FX Adjusted
For the six months ended June 30           2020        2019  Total Change     % Change   % Change(1)
Freight revenues (in millions)      $     258   $     250   $         8            3               2
Carloads (in thousands)                  83.4        82.3           1.1            1             N/A

Revenue ton-miles (in millions) 9,628 9,815 (187 )

       (2 )           N/A
Freight revenue per carload (in
dollars)                            $   3,094   $   3,038   $        56            2               1
Freight revenue per revenue
ton-mile (in cents)                      2.68        2.55          0.13            5               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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Potash revenue was $258 million in the first six months of 2020, an increase of
$8 million, or 3%, from $250 million in the same period of 2019. This increase
was primarily due to increased freight revenue per revenue ton-mile and higher
volumes of domestic potash. This increase was partially offset by lower fuel
surcharge revenue as a result of lower fuel prices and lower volumes of export
potash driven by unresolved international contract negotiations in the first
quarter of 2020. Freight revenue per revenue ton-mile increased due to higher
freight rates and the favourable impact of the change in FX. Carloads increased
while RTMs decreased driven by moving proportionately less export potash to the
Port of Vancouver, which has a longer length of haul.

Fertilizers and Sulphur


                                                                                         FX Adjusted

For the three months ended June 30 2020 2019 Total Change

  % Change    % Change(1)
Freight revenues (in millions)      $      77   $      63   $         14         22            20
Carloads (in thousands)                  16.7        14.1            2.6         18           N/A
Revenue ton-miles (in millions)         1,233         940            293         31           N/A
Freight revenue per carload (in
dollars)                            $   4,611   $   4,468   $        143          3             2
Freight revenue per revenue
ton-mile (in cents)                      6.24        6.70          (0.46 )       (7 )          (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Fertilizers and sulphur revenue was $77 million in the second quarter of 2020,
an increase of $14 million, or 22%, from $63 million in the same period of 2019.
This increase was primarily due to higher volumes of dry fertilizers and sulphur
as a result of improved application conditions and the favourable impact of the
change in FX. This increase was partially offset by decreased freight revenue
per revenue-ton mile. Freight revenue per revenue ton-mile decreased due to
lower fuel surcharge revenue as a result of lower fuel prices. RTMs increased
more than carloads driven by moving proportionately more dry fertilizers from
Chicago, Illinois to western Canada, which has a longer length of haul.
                                                                                         FX Adjusted
For the six months ended June 30           2020        2019  Total Change    % Change    % Change(1)
Freight revenues (in millions)      $     147   $     120   $         27         23            20
Carloads (in thousands)                  31.8        27.8            4.0         14           N/A
Revenue ton-miles (in millions)         2,328       1,842            486         26           N/A
Freight revenue per carload (in
dollars)                            $   4,623   $   4,317   $        306          7             5
Freight revenue per revenue
ton-mile (in cents)                      6.31        6.51          (0.20 )       (3 )          (5 )


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Fertilizers and sulphur revenue was $147 million in the first six months of
2020, an increase of $27 million, or 23%, from $120 million in the same period
of 2019. This increase was primarily due to higher volumes of dry fertilizers,
sulphur, and wet fertilizers as well as the favourable impact of the change in
FX. This increase was partially offset by decreased freight revenue per
revenue-ton mile. Freight revenue per revenue ton-mile decreased due to lower
fuel surcharge revenue as a result of lower fuel prices. RTMs increased more
than carloads driven by moving proportionately more dry fertilizers from
Chicago, Illinois to western Canada, which has a longer length of haul.


                                                                            

31

--------------------------------------------------------------------------------

Forest Products


                                                                                         FX Adjusted

For the three months ended June 30 2020 2019 Total Change

  % Change    % Change(1)
Freight revenues (in millions)      $      81   $      78   $          3          4             -
Carloads (in thousands)                  17.5        18.5           (1.0 )       (5 )         N/A
Revenue ton-miles (in millions)         1,319       1,289             30          2           N/A
Freight revenue per carload (in
dollars)                            $   4,629   $   4,216   $        413         10             6
Freight revenue per revenue
ton-mile (in cents)                      6.14        6.05           0.09          1            (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Forest products revenue was $81 million in the second quarter of 2020, an
increase of $3 million, or 4%, from $78 million in the same period of 2019. This
increase was primarily due to higher volumes of wood pulp and increased freight
revenue per revenue ton-mile. This increase was partially offset by lower
volumes of lumber and lower fuel surcharge revenue as a result of lower fuel
prices. Freight revenue per revenue ton-mile increased due to higher freight
rates and the favourable impact of the change in FX. RTMs increased while
carloads decreased due to higher volumes of wood pulp from Ontario to the U.S.,
which has a longer length of haul.
                                                                                      FX Adjusted
For the six months ended June 30           2020        2019  Total Change   % Change  % Change(1)
Freight revenues (in millions)      $     159   $     151   $           8          5         3
Carloads (in thousands)                  35.6        35.6               -          -       N/A
Revenue ton-miles (in millions)         2,596       2,468             128          5       N/A
Freight revenue per carload (in
dollars)                            $   4,466   $   4,242   $         224          5         3
Freight revenue per revenue
ton-mile (in cents)                      6.12        6.12               -          -        (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Forest products revenue was $159 million in the first six months of 2020, an
increase of $8 million, or 5%, from $151 million in the same period of 2019.
This increase was primarily due to higher volumes of wood pulp and panel
products, higher freight rates, and the favourable impact of the change in FX.
This increase was partially offset by lower fuel surcharge revenue as a result
of lower fuel prices. RTMs increased while carloads remained flat due to higher
volumes of panel products and wood pulp from eastern Canada to the U.S., which
have a longer length of haul.

Energy, Chemicals and Plastics


                                                                                        FX Adjusted

For the three months ended June 30 2020 2019 Total Change % Change % Change(1) Freight revenues (in millions) $ 341 $ 346 $ (5 )

       (1 )         (3 )
Carloads (in thousands)                  62.8        87.4          (24.6 )      (28 )        N/A
Revenue ton-miles (in millions)         4,512       6,971         (2,459 )      (35 )        N/A
Freight revenue per carload (in
dollars)                            $   5,430   $   3,959   $      1,471         37           35
Freight revenue per revenue
ton-mile (in cents)                      7.56        4.96           2.60         52           50


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Energy, chemicals and plastics revenue was $341 million in the second quarter of
2020, a decrease of $5 million, or 1%, from $346 million in the same period of
2019. This decrease was primarily due to lower volumes of crude and liquefied
petroleum gas ("LPG") as a result of the COVID-19 pandemic and lower fuel
surcharge revenue as a result of lower fuel prices. This decrease was partially
offset by increased freight revenue per revenue ton-mile. Freight revenue per
revenue ton-mile increased primarily due to higher liquidated damages, including
customer volume commitments, the favourable impact of the change in FX, and
higher freight rates. RTMs decreased more than carloads due to moving lower
volumes of crude, which has a longer length of haul.

                                                                            

32

--------------------------------------------------------------------------------



                                                                                        FX Adjusted
For the six months ended June 30           2020        2019  Total Change    % Change   % Change(1)
Freight revenues (in millions)      $     832   $     661   $        171         26              25
Carloads (in thousands)                 164.6       166.2           (1.6 )       (1 )           N/A
Revenue ton-miles (in millions)        13,361      13,330             31          -             N/A
Freight revenue per carload (in
dollars)                            $   5,055   $   3,977   $      1,078         27              26
Freight revenue per revenue
ton-mile (in cents)                      6.23        4.96           1.27         26              25


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Energy, chemicals and plastics revenue was $832 million in the first six months
of 2020, an increase of $171 million, or 26%, from $661 million in the same
period of 2019. This increase was primarily due to higher freight revenue per
revenue ton-mile and higher volumes of crude. This increase was partially offset
by lower fuel surcharge revenue as a result of lower fuel prices and lower
volumes of LPG as a result of the COVID-19 pandemic. Freight revenue per revenue
ton-mile increased primarily due to higher liquidated damages, including
customer volume commitments, higher freight rates and the favourable impact of
the change in FX.

Metals, Minerals and Consumer Products


                                                                                        FX Adjusted

For the three months ended June 30 2020 2019 Total Change % Change % Change(1) Freight revenues (in millions) $ 133 $ 205 $ (72 )

       (35 )        (37 )
Carloads (in thousands)                  45.1        63.7         (18.6 )       (29 )        N/A
Revenue ton-miles (in millions)         1,877       2,867          (990 )       (35 )        N/A
Freight revenue per carload (in
dollars)                            $   2,949   $   3,218   $      (269 )        (8 )        (11 )
Freight revenue per revenue
ton-mile (in cents)                      7.09        7.15         (0.06 )        (1 )         (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Metals, minerals and consumer products revenue was $133 million in the second
quarter of 2020, a decrease of $72 million, or 35%, from $205 million in the
same period of 2019. This decrease was primarily due to lower volumes of frac
sand and steel as a result of the COVID-19 pandemic and decreased freight
revenue per revenue ton-mile. This decrease was partially offset by the
favourable impact of the change in FX. Freight revenue per revenue ton-mile
decreased due to lower fuel surcharge revenue as a result of lower fuel prices.
RTMs decreased more than carloads due to moving lower volumes of frac sand to
the Bakken, which has a longer length of haul.
                                                                                        FX Adjusted
For the six months ended June 30           2020        2019  Total Change   % Change    % Change(1)
Freight revenues (in millions)      $     322   $     378   $       (56 )       (15 )        (17 )
Carloads (in thousands)                 103.3       117.2         (13.9 )       (12 )        N/A
Revenue ton-miles (in millions)         4,648       5,315          (667 )       (13 )        N/A
Freight revenue per carload (in
dollars)                            $   3,117   $   3,225   $      (108 )        (3 )         (5 )
Freight revenue per revenue
ton-mile (in cents)                      6.93        7.11         (0.18 )        (3 )         (5 )


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Metals, minerals and consumer products revenue was $322 million in the first six
months of 2020, a decrease of $56 million, or 15%, from $378 million in the same
period of 2019. This decrease was primarily due to moving lower volumes of frac
sand as a result of the COVID-19 pandemic and decreased freight revenue per
revenue ton-mile. This decrease was partially offset by the favourable impact of
the change in FX. Freight revenue per revenue ton-mile decreased due to lower
fuel surcharge revenue as a result of lower fuel prices.


                                                                            

33

--------------------------------------------------------------------------------

Automotive


                                                                                        FX Adjusted

For the three months ended June 30 2020 2019 Total Change % Change % Change(1) Freight revenues (in millions) $ 34 $ 104 $ (70 )

       (67 )        (68 )
Carloads (in thousands)                  11.9        31.5         (19.6 )       (62 )        N/A
Revenue ton-miles (in millions)           130         439          (309 )       (70 )        N/A
Freight revenue per carload (in
dollars)                            $   2,857   $   3,302   $      (445 )       (13 )        (16 )
Freight revenue per revenue
ton-mile (in cents)                     26.15       23.69          2.46          10            7


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Automotive revenue was $34 million in the second quarter of 2020, a decrease of
$70 million, or 67%, from $104 million in the same period of 2019. This decrease
was primarily due to lower volumes caused by manufacturing plant shutdowns
across North America as a result of the COVID-19 pandemic and lower fuel
surcharge revenue as a result of lower fuel prices. This decrease was partially
offset by higher freight revenue per revenue ton-mile. Freight revenue per
revenue ton-mile increased due the favourable impact of the change in FX and
higher freight rates. RTMs decreased more than carloads due to increased short
haul volumes within southern Ontario.
                                                                                        FX Adjusted
For the six months ended June 30           2020        2019  Total Change   % Change    % Change(1)
Freight revenues (in millions)      $     121   $     180   $       (59 )       (33 )        (34 )
Carloads (in thousands)                  40.1        56.6         (16.5 )       (29 )        N/A
Revenue ton-miles (in millions)           456         774          (318 )       (41 )        N/A
Freight revenue per carload (in
dollars)                            $   3,017   $   3,180   $      (163 )        (5 )         (7 )
Freight revenue per revenue
ton-mile (in cents)                     26.54       23.26          3.28          14           12


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Automotive revenue was $121 million in the first six months of 2020, a decrease
of $59 million, or 33%, from $180 million in the same period of 2019. This
decrease was primarily due to lower volumes caused by manufacturing plant
shutdowns across North America as a result of the COVID-19 pandemic and lower
fuel surcharge revenue as a result of lower fuel prices. This decrease was
partially offset by higher freight revenue per revenue ton-mile. Freight revenue
per revenue ton-mile increased due to the favourable impact of the change in FX
and higher freight rates. RTMs decreased more than carloads due to increased
short haul volumes within southern Ontario.

Intermodal


                                                                                        FX Adjusted

For the three months ended June 30 2020 2019 Total Change % Change % Change(1) Freight revenues (in millions) $ 363 $ 404 $ (41 )

      (10 )        (11 )
Carloads (in thousands)                 252.2       266.4          (14.2 )       (5 )        N/A
Revenue ton-miles (in millions)         6,660       7,128           (468 )       (7 )        N/A
Freight revenue per carload (in
dollars)                            $   1,439   $   1,517   $        (78 )       (5 )         (6 )
Freight revenue per revenue
ton-mile (in cents)                      5.45        5.67          (0.22 )       (4 )         (5 )


(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Intermodal revenue was $363 million in the second quarter of 2020, a decrease of
$41 million, or 10%, from $404 million in the same period of 2019. This decrease
was primarily due to lower domestic volumes as a result of the COVID-19
pandemic, and decreased freight revenue per revenue ton-mile. This decrease was
partially offset by the onboarding of a new international customer and the
favourable impact of the change in FX. Freight revenue per revenue ton-mile
decreased due to lower fuel surcharge revenue as a result of lower fuel prices.
Carloads decreased less than RTMs due to moving proportionately higher volumes
of international intermodal, which has a shorter length of haul.


                                                                            

34

--------------------------------------------------------------------------------



                                                                                         FX Adjusted
For the six months ended June 30           2020        2019  Total Change    % Change    % Change(1)
Freight revenues (in millions)      $     768   $     784   $        (16 )       (2 )          (3 )
Carloads (in thousands)                 520.6       512.7            7.9          2           N/A
Revenue ton-miles (in millions)        13,971      13,750            221          2           N/A
Freight revenue per carload (in
dollars)                            $   1,475   $   1,529   $        (54 )       (4 )          (4 )
Freight revenue per revenue
ton-mile (in cents)                      5.50        5.70          (0.20 )       (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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Intermodal revenue was $768 million in the first six months of 2020, a decrease
of $16 million, or 2%, from $784 million in the same period of 2019. This
decrease was primarily due to decreased freight revenue per revenue ton-mile,
and lower domestic volumes as a result of the COVID-19 pandemic. This decrease
was partially offset by higher international volumes due to onboarding of a new
international customer and the favourable impact of the change in FX. Freight
revenue per revenue ton-mile decreased due to lower fuel surcharge revenues as a
result of lower fuel prices, and moving proportionately more international
intermodal, which has a lower freight revenue per revenue ton-mile compared to
domestic intermodal.

Operating Expenses
For the three months ended June 30                                                      FX Adjusted %
(in millions)                          2020        2019      Total Change   % Change      Change(1)
Compensation and benefits           $     347   $     383   $       (36 )        (9 )       (11 )
Fuel                                      131         236          (105 )       (44 )       (46 )
Materials                                  50          54            (4 )        (7 )        (7 )
Equipment rents                            33          34            (1 )        (3 )        (6 )
Depreciation and amortization             195         183            12           7           6
Purchased services and other              266         265             1           -          (1 )
Total operating expenses            $   1,022   $   1,155   $      (133 )       (12 )       (13 )

(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 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.





Operating expenses were $1,022 million in the second quarter of 2020, a decrease
of $133 million, or 12%, from $1,155 million in the same period of 2019. This
decrease was primarily due to:
• the favourable impact of $81 million from lower fuel prices;


• lower volume variable expense; and

• efficiencies generated from improved operating performance and asset

utilization.

This decrease was partially offset by the unfavourable impact of the change in FX of $19 million and gains on land sales of $17 million in 2019.



For the six months ended June 30                                                        FX Adjusted %
(in millions)                          2020        2019      Total Change   % Change      Change(1)
Compensation and benefits           $     745   $     789   $       (44 )        (6 )        (6 )
Fuel                                      343         445          (102 )       (23 )       (24 )
Materials                                 109         111            (2 )        (2 )        (2 )
Equipment rents                            69          69             -           -          (1 )
Depreciation and amortization             387         343            44          13          12
Purchased services and other              578         622           (44 )        (7 )        (8 )
Total operating expenses            $   2,231   $   2,379   $      (148 )        (6 )        (7 )


(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 2. Management's Discussion and Analysis of


     Financial Condition and Results of Operations.




                                                                              35

--------------------------------------------------------------------------------



Operating expenses were $2,231 million in the first six months of 2020, a
decrease of $148 million, or 6%, from $2,379 million in the same period of 2019.
This decrease was primarily due to:
• the favourable impact of $94 million from lower fuel prices;


• efficiencies generated from improved operating performance and asset

utilization;

• lower volume variable expenses;

• the impact of harsher winter operating conditions in 2019; and

• the impact of changes in share price on stock-based compensation of $26


    million.



This decrease was partially offset by:
• higher depreciation and amortization of $42 million (excluding FX);


• cost inflation; and

• the unfavourable impact of the change in FX of $25 million.

Compensation and Benefits



Compensation and benefits expense includes employee wages, salaries, fringe
benefits, and stock-based compensation. Compensation and benefits expense was
$347 million in the second quarter of 2020, a decrease of $36 million, or 9%,
from $383 million in the same period of 2019. This decrease was primarily due
to:
•   lower volume variable expense as a result of decreased workload as measured
    by GTMs;


• labour efficiencies;

• reduced training costs; and

• lower incentive compensation.





This decrease was partially offset by:
• higher pension current service cost of $8 million;


• the impact of wage and benefit inflation;

• the unfavourable impact of the change in FX of $5 million; and

• increase to stock-based compensation primarily driven by the $4 million

impact of changes to stock price.





Compensation and benefits expense was $745 million in the first six months of
2020, a decrease of $44 million, or 6%, from $789 million in the same period of
2019. This decrease was primarily due to:
• labour efficiencies;


• reduction to stock-based compensation primarily driven by the impact of

changes in share price of $26 million;

• reduced training costs;

• the impact of weather related costs as a result of harsh winter operating

conditions in the first quarter of 2019; and

• lower volume variable expense as a result of decreased workload as measured


    by GTMs.



This decrease was partially offset by:
• the impact of wage and benefit inflation;


• higher pension current service cost of $16 million; and

• the unfavourable impact of the change in FX of $6 million.

Fuel



Fuel expense consists mainly of fuel used by locomotives and includes
provincial, state, and federal fuel taxes. Fuel expense was $131 million in the
second quarter of 2020, a decrease of $105 million, or 44%, from $236 million in
the same period of 2019. This decrease was primarily due to:
• the favourable impact of $81 million from lower fuel prices;


• a decrease in workload, as measured by GTMs; and

• an increase in fuel efficiency of approximately 1% resulting from improved

train productivity and higher horsepower utilization.

This decrease was partially offset by the unfavourable impact of the change in FX of $7 million.



Fuel expense was $343 million in the first six months of 2020, a decrease of
$102 million, or 23%, from $445 million in the same period of 2019. This
decrease was primarily due to:
• the favourable impact of $94 million from lower fuel prices;


• an improvement in fuel efficiency of 3% from improved winter operating

conditions in the first quarter of 2020 and increased train productivity; and

• a decrease in workload, as measured by GTMs.





This decrease was partially offset by the unfavourable impact of the change in
FX of $9 million.



                                                                              36

--------------------------------------------------------------------------------

Materials



Materials expense includes the cost of materials used for the maintenance of
track, locomotives, freight cars, and buildings, as well as software
sustainment. Materials expense was $50 million in the second quarter of 2020, a
decrease of $4 million, or 7%, from $54 million in the same period of 2019. This
decrease was due to lower freight car maintenance net of recoveries, locomotive
maintenance and vehicle fuel prices.

Materials expense was $109 million in the first six months of 2020, a decrease
of $2 million, or 2%, from $111 million in the same period of 2019. This
decrease was due to lower vehicle fuel prices, locomotive servicing and track
maintenance, partially offset by higher locomotive maintenance.

Equipment Rents



Equipment rents expense includes the cost associated with using other railways'
freight cars, intermodal equipment, and locomotives, net of rental income
received from other railroads for the use of CP's equipment. Equipment rents
expense was $33 million in the second quarter of 2020, a decrease of $1 million,
or 3%, from $34 million in the same period of 2019. This decrease was primarily
due to lower usage of pooled freight cars as a result of lower volumes;
partially offset by the unfavourable impact of the change in FX of $1 million.

Equipment rents expense was $69 million in the first six months of 2020,
unchanged from $69 million in the same period of 2019. Lower usage of pooled
freight cars as a result of lower volumes was offset by the unfavourable impact
of the change in FX of $1 million.

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 $195 million
in the second quarter of 2020, an increase of $12 million, or 7%, from $183
million in the same period of 2019. This increase was primarily due to a higher
depreciable asset base and the unfavourable impact of the change in FX of $1
million.

Depreciation and amortization expense was $387 million in the first six months
of 2020, an increase of $44 million, or 13%, from $343 million in the same
period of 2019. This increase was primarily due to a higher depreciable asset
base, the unfavourable impact of the change in FX of $2 million, and other
adjustments made in 2019.

Purchased Services and Other
For the three months ended June 30 (in millions)  2020   2019    Total Change  % Change
Support and facilities                           $  63  $  66   $       (3 )        (5 )
Track and operations                                62     74          (12 )       (16 )
Intermodal                                          47     55           (8 )       (15 )
Equipment                                           27     35           (8 )       (23 )
Casualty                                            30     16           14          88
Property taxes                                      31     36           (5 )       (14 )
Other                                                6      -            6           -
Land sales                                           -    (17 )         17        (100 )
Total Purchased services and other               $ 266  $ 265   $        1

-





Purchased services and other expense encompasses a wide range of third-party
costs, including expenses for joint facilities, personal injuries and damage
claims, environmental remediation, property taxes, contractor and consulting
fees, insurance, and gains on land sales. Purchased services and other expense
was $266 million in the second quarter of 2020, an increase of $1 million from
$265 million in the same period of 2019. This increase was primarily due to:
• gains on land sales of $17 million in 2019, reported in Land sales;


• higher expenses primarily due to the increased number and severity of

casualty incidents, reported in Casualty; and

• the unfavourable impact of the change in FX of $5 million.





This increase was partially offset by:
•   lower volume variable expenses, reported primarily in Intermodal and

Equipment;

• lower business travel and event costs due to COVID-19, reported primarily in

Support and facilities and Track and operations;

• efficiencies generated from improved operating performance, reported

primarily in Equipment and Track and operations; and




• lower property taxes.



                                                                              37

--------------------------------------------------------------------------------



For the six months ended June 30 (in millions)  2020    2019    Total Change  % Change
Support and facilities                         $ 136   $ 137   $         (1 )     (1 )
Track and operations                             140     149             (9 )     (6 )
Intermodal                                       104     111             (7 )     (6 )
Equipment                                         58      67             (9 )    (13 )
Casualty                                          68      85            (17 )    (20 )
Property taxes                                    67      72             (5 )     (7 )
Other                                              9      18             (9 )    (50 )
Land sales                                        (4 )   (17 )           13      (76 )
Total Purchased services and other             $ 578   $ 622   $        (44 

) (7 )





Purchased services and other expense was $578 million in the first six months of
2020, a decrease of $44 million, or 7%, from $622 million in the same period of
2019. This decrease was primarily due to:
•   lower expenses primarily due to the reduced number and severity of casualty

incidents, reported in Casualty;

• lower snow removal and other weather related costs reported in Track and

operations and Intermodal;

• a decrease in charges associated with contingencies of $10 million, reported

in Other;

• reduced business travel, reported in Track and operations and Support and


    facilities; and


• lower property taxes.



This decrease was partially offset by higher gains on land sales of $13 million
in 2019, reported in Land sales and the unfavourable impact of the change in FX
of $7 million.

Other Income Statement Items
Other (Income) Expense

Other (income) expense consists of gains and losses from the change in FX on
debt and lease liabilities and working capital, costs related to financing,
shareholder costs, equity income, and other non-operating expenditures. Other
income was $86 million in the second quarter of 2020, an increase of $46
million, or 115%, from $40 million in the same period of 2019. This increase was
primarily due to a higher FX translation gain on U.S. dollar-denominated debt
and lease liabilities of $49 million.

Other expense was $125 million in the first six months of 2020, a change of $212
million, or 244%, compared to an income of $87 million in the same period of
2019. This change was primarily due to a FX translation loss on U.S.
dollar-denominated debt and lease liabilities of $129 million, compared to a FX
translation gain of $82 million in the same period of 2019.

FX translation gains and losses on debt and lease liabilities are discussed further in Non-GAAP Measures of this Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .

Other Components of Net Periodic Benefit Recovery



Other components of net periodic recovery was $86 million in the second quarter
of 2020, a decrease of $12 million or 12%, compared to $98 million in the same
period of 2019 and was $171 million in the first six months of 2020, a decrease
of $24 million or 12%, compared to $195 million in the same period of 2019.
These decreases were primarily due to increases 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 $118 million in the second quarter of 2020, an increase of
$6 million, or 5%, from $112 million in the same period of 2019. This increase
was primarily due to the unfavourable impact of the change in FX of $4 million.

Net interest expense was $232 million in the first six months of 2020, an
increase of $6 million, or 3%, from $226 million in the same period of 2019.
This increase was primarily due to:
• the unfavourable impact of an increase in debt levels of $11 million;


• the unfavourable impact of the change in FX of $5 million; and

• an increase in commercial paper interest of $3 million.

This was partially offset by a reduction in interest related to long-term debt of $15 million as a result of a lower effective interest rate following the Company's debt refinancing in 2019 and 2020.

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Income Tax Expense



Income tax expense was $189 million in the second quarter of 2020, an increase
of $65 million, or 52%, from $124 million in the same period of 2019. This
increase was primarily due to the Alberta provincial corporate tax rate decrease
enacted in 2019 resulting in deferred income tax recoveries of $88 million,
partially offset by lower taxable earnings and a lower effective tax rate.

Income tax expense was $374 million in the first six months of 2020, an increase
of $111 million, or 42%, from $263 million in the same period of 2019. This
increase was primarily due to deferred income tax recoveries in 2019, described
above.

The effective tax rate in the second quarter of 2020, including discrete items,
was 22.98% compared to 14.63% in the same period of 2019. The effective tax rate
in the first six months of 2020, including discrete items, was 26.38% compared
to 18.50% in the same period of 2019. The effective tax rate in the second
quarter and first six months of 2020, excluding discrete items, was 25.00%
compared to 25.75% in 2019. The decrease in the effective tax rate excluding
discrete items was primarily due to the decrease in Alberta's corporate tax rate
and the 2020 U.S. track maintenance credit.

The Company expects an effective tax rate in 2020 of 24.80%. The Company's 2020
outlook for its effective income 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. This is discussed further
in Item 1A. Risk Factors of CP's 2019 Annual Report on Form 10-K.

Share Capital



At July 21, 2020, the latest practicable date, there were 135,533,633 Common
Shares and no preferred shares issued and outstanding, which consists of 13,877
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 July 21, 2020, 1,510,722 options were
outstanding under the MSOIP and stand-alone option agreements entered into with
Mr. Keith Creel. There are 895,523 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.

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
2. 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.

As at June 30, 2020, the Company had $277 million of Cash and cash equivalents compared to $133 million at December 31, 2019.



As at June 30, 2020, the Company's revolving credit facility was undrawn
(December 31, 2019 - undrawn), from a total available amount of U.S. $1.3
billion. The agreement requires the Company to maintain a financial covenant in
conjunction with the credit facility. As at June 30, 2020, 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 June 30, 2020, total commercial paper
borrowings was $nil, compared to U.S. $397 million as at December 31, 2019.

As at June 30, 2020, under its bilateral letter of credit facilities, the
Company had letters of credit drawn of $62 million from a total available amount
of $300 million. This compares to letters of credit drawn of $80 million from a
total available amount of $300 million as at December 31, 2019. 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 June 30, 2020 and December 31, 2019,
the Company did not have any collateral posted on its bilateral letter of credit
facilities.

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

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Operating Activities



Cash provided by operating activities was $835 million in the second quarter of
2020, an increase of $114 million, or 16%, compared to $721 million in the same
period of 2019. This increase was primarily due to a favourable change in
working capital which included lower income tax payments, partially offset by a
decrease in cash generating income during the second quarter of 2020, compared
to the same period of 2019. The Company had lower income tax payments in the
second quarter of 2020 as a result of the deferral of Canadian federal and
provincial as well as U.S. federal payments until the third quarter of 2020 due
to COVID-19.

Cash provided by operating activities was $1,324 million in the first six months
of 2020, an increase of $190 million, or 17%, compared to $1,134 million in the
same period of 2019. This increase was primarily due to higher cash generating
income and a favourable change in working capital primarily due to lower income
tax payments, partially offset by a decrease in receipts from customers in
advance of performing services in the six months ended June 30, 2020, compared
to the same period of 2019.

Investing Activities

Cash used in investing activities was $468 million in the second quarter of
2020, an increase of $13 million, or 3%, compared to $455 million in the same
period of 2019. Cash used in investing activities was $830 million in the first
six months of 2020, an increase of $156 million, or 23%, compared to $674
million in the same period of 2019. These increases were primarily due to higher
capital additions during 2020 compared to the same periods of 2019.

Free Cash



CP generated positive Free cash of $333 million in the second quarter of 2020,
an increase of $68 million from $265 million, or 26%, in the same period of
2019. For the first six months of 2020, CP generated positive Free cash of $491
million, an increase of $33 million, or 7%, from $458 million in the same period
of 2019. These increases were primarily due to an increase in cash provided by
operating activities, partially offset by an increase in cash used in investing
activities as a result of higher additions to properties.

Free cash is affected by seasonal fluctuations and by other factors including
the size of the Company's capital programs. Free cash is defined and reconciled
in Non-GAAP Measures of this Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

Financing Activities



Cash used in financing activities was $322 million in the second quarter of
2020, a decrease of $250 million, or 44%, compared to $572 million in the same
period of 2019. This decrease was primarily due to the principal repayment of
U.S. $350 million 7.250% notes in the second quarter of 2019 as well as lower
payments to buy back shares under the Company's share repurchase program during
the three months ended June 30, 2020. This was partially offset by net
repayments of commercial paper and short-term borrowings compared to net
issuances of commercial paper in the same period of 2019.

Cash used in financing activities was $366 million in the first six months of
2020, a decrease of $108 million, or 23%, compared to $474 million in the same
period of 2019. This decrease was primarily due to the issuances of U.S. $500
million 2.050% notes due March 5, 2030 and $300 million 3.050% notes due March
9, 2050, compared to the issuance of $400 million 3.150% notes due March 13,
2029 in the same period of 2019, as well as the principal repayment of U.S. $350
million of the Company's 7.250% notes during the six months ended June 30, 2019.
This was partially offset by net repayments of commercial paper during the six
months ended June 30, 2020 compared to net issuances in the same period of 2019,
and higher payments to buy back shares under the Company's share repurchase
program during 2020.

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 June 30, 2020, 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, 2019.


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Credit ratings as at June 30, 2020(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.



Financial Ratios

The Long-term debt to Net income ratio for the twelve months ended June 30, 2020
and June 30, 2019 was 4.1 and 3.7, respectively. This increase was primarily due
to higher debt.

The Adjusted net debt to Adjusted earnings before interest, tax, depreciation
and amortization ("EBITDA") ratio remained unchanged at 2.4 for the twelve
months ended June 30, 2020 and June 30, 2019. The Adjusted net debt to Adjusted
EBITDA ratio is a Non-GAAP measure, which is defined and reconciled from the
Long-term debt to Net income ratio, the most comparable measure calculated in
accordance with GAAP, in Non-GAAP Measures of this Item 2. 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 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 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for further discussion.

Supplemental Guarantor Financial Information

Canadian Pacific Railway Company ("CPRC"), a 100%-owned subsidiary of Canadian
Pacific Railway Limited ("CPRL"), is the issuer of certain securities which are
fully and unconditionally guaranteed by CPRL on an unsecured basis. The other
subsidiaries of CPRC do not guarantee the securities and are referred to below
as the "Non-Guarantor Subsidiaries". The following is a description of the terms
and conditions of the guarantees with respect to securities for which CPRC is
the issuer and CPRL provides a full and unconditional guarantee.

As of June 30, 2020, CPRC has outstanding $7,972 million principal amount of
debt securities due through 2115, and $47 million in perpetual 4% consolidated
debenture stock, for all of which CPRL is the guarantor.

CPRL fully and unconditionally guarantees the payment of the principal (and
premium, if any) and interest on the debt securities and consolidated debenture
stock issued by CPRC, any sinking fund or analogous payments payable with
respect to such securities, and any additional amounts payable when they become
due and payable, whether at maturity or otherwise. The guarantee is CPRL's
unsubordinated and unsecured obligation and ranks equally with all of CPRL's
other unsecured, unsubordinated obligations.

CPRL will be released and relieved of its obligations under the guarantees after
obligations to the holders are satisfied in accordance with the terms of the
respective instruments.

The Company early adopted Rule 13-01 of the SEC's Regulation S-X which
simplifies the existing disclosure requirements relating to our guaranteed
securities and allows such disclosure to be included within this Part 1, Item
II, "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Pursuant to Rule 13-01, we are eligible to provide this summarized
financial and non-financial information in lieu of providing separate financial
statements of CPRC.


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More information on the securities under this guarantee structure can be found
in Exhibit 22.1 List of Issuers and Guarantor Subsidiaries of this quarterly
report.

Summarized Financial Information



The following tables present summarized financial information for CPRC
(Subsidiary Issuer) and CPRL (Parent Guarantor) on a combined basis after
elimination of (i) intercompany transactions and balances among CPRC and CPRL;
(ii) equity in earnings from and investments in the Non-Guarantor Subsidiaries;
and (iii) intercompany dividend income.

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