Canadian Pacific Railway Limited (CP) 10-Q 19 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 17, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Trading Symbol	CP
Entity Registrant Name	CANADIAN PACIFIC RAILWAY LTD/CN
Entity Central Index Key	16,875
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		146,262,114

INTERIM CONSOLIDATED STATEMENTS

INTERIM CONSOLIDATED STATEMENTS OF INCOME (unaudited) - CAD shares in Millions, CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues
Freight	CAD 1,510	CAD 1,667	CAD 4,464	CAD 4,907
Non-freight	44	42	131	118
Total revenues	1,554	1,709	4,595	5,025
Operating expenses
Compensation and benefits	294	352	907	1,038
Fuel	138	162	394	542
Materials	39	47	133	144
Equipment rents	43	42	132	130
Depreciation and amortization	155	149	478	440
Purchased services and other	228	272	690	788
Gain (Loss) on Disposition of Property Plant Equipment	0	(68)		(68)
Total operating expenses	897	956	2,734	3,014
Operating income	657	753	1,861	2,011
Less:
Other income and charges	71	168	(119)	236
Net interest expense	116	103	355	272
Income before income tax expense	470	482	1,625	1,503
Income tax expense	123	159	410	470
Net income	CAD 347	CAD 323	CAD 1,215	CAD 1,033
Earnings per share
Basic earnings per share (in CAD per share)	CAD 2.35	CAD 2.05	CAD 8.06	CAD 6.37
Diluted earnings per share (in CAD per share)	CAD 2.34	CAD 2.04	CAD 8.02	CAD 6.32
Weighted-average number of shares (millions)
Basic (shares)	147.3	157.6	150.7	162
Diluted (shares)	148.3	158.7	151.6	163.3
Dividends declared per share (in CAD per share)	CAD 0.5000	CAD 0.3500	CAD 1.3500	CAD 1.0500

INTERIM CONSOLIDATED STATEMENT3

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	CAD 347	CAD 323	CAD 1,215	CAD 1,033
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	(7)	(33)	33	(63)
Change in derivatives designated as cash flow hedges	1	(45)	(75)	(78)
Change in pension and post-retirement defined benefit plans	47	65	137	203
Other comprehensive income (loss) before income taxes	41	(13)	95	62
Income tax (expense) recovery on above items	(3)	33	(51)	44
Other comprehensive (loss) income	38	20	44	106
Comprehensive income	CAD 385	CAD 343	CAD 1,259	CAD 1,139

INTERIM CONSOLIDATED BALANCE SH

INTERIM CONSOLIDATED BALANCE SHEETS AS AT (unaudited) - CAD CAD in Millions	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	CAD 103	CAD 92	CAD 650	CAD 661	CAD 185	CAD 226
Accounts receivable, net	605		645
Materials and supplies	192		188
Other current assets	64		54
Total current assets	964		1,537
Investments	169		152
Properties	16,382		16,273
Goodwill and intangible assets	198		211
Pension asset	1,638		1,401
Other assets	70		63
Total assets	19,421		19,637
Current liabilities
Accounts payable and accrued liabilities	1,246		1,417
Long-term debt maturing within one year	391		30
Total current liabilities	1,637		1,447
Pension and other benefit liabilities	756		758
Other long-term liabilities	280		318
Long-term debt	8,488		8,927
Deferred income taxes	3,591		3,391
Total liabilities	14,752		14,841
Shareholders’ equity
Share capital	2,000		2,058
Additional paid-in capital	43		43
Accumulated other comprehensive loss	(1,433)		(1,477)
Retained earnings	4,059		4,172
Total Shareholders' equity	4,669		4,796	CAD 3,992		CAD 5,610
Total liabilities and shareholders’ equity	CAD 19,421		CAD 19,637

INTERIM CONSOLIDATED STATEMENT5

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating activities
Net income	CAD 347	CAD 323	CAD 1,215	CAD 1,033
Reconciliation of net income to cash provided by operating activities:
Depreciation and amortization	155	149	478	440
Deferred income taxes	50	0	233	106
Pension funding in excess of expense	(26)	(10)	(105)	(40)
Foreign exchange (gain) loss on long-term debt	46	128	(153)	182
Other operating activities, net	(17)	(53)	(130)	(122)
Change in non-cash working capital balances related to operations	36	159	(217)	237
Cash provided by operating activities	591	696	1,321	1,836
Investing activities
Additions to properties	(294)	(449)	(902)	(1,067)
Proceeds from Sale of Property Held-for-sale	0	281		281
Proceeds from sale of properties and other assets	16	13	87	73
Other	0	(8)	(2)	5
Cash used in investing activities	(278)	(163)	(817)	(708)
Financing activities
Dividends paid	(75)	(57)	(182)	(172)
Issuance of CP Common Shares	5	5	14	32
Purchase of CP Common Shares	(412)	(1,523)	(1,200)	(2,595)
Issuance of long-term debt, excluding commercial paper	0	2,601	0	3,411
Repayment of long-term debt, excluding commercial paper	(12)	(432)	(30)	(499)
Net issuance (repayment) of commercial paper (Note 8)	190	(669)	366	(893)
Other	0	0	(3)	0
Cash used in financing activities	(304)	(75)	(1,035)	(716)
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	2	18	(16)	23
Cash position
Increase (decrease) in cash and cash equivalents	11	476	(547)	435
Cash and cash equivalents at beginning of period	92	185	650	226
Cash and cash equivalents at end of period	103	661	103	661
Supplemental disclosures of cash flow information:
Income taxes paid	17	48	274	107
Interest paid	CAD 148	CAD 81	CAD 395	CAD 242

INTERIM CONSOLIDATED STATEMENT6

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) - CAD shares in Millions, CAD in Millions	Total	Common shares/Share capital [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive loss [Member]	Retained earnings [Member]
Beginning balance (shares) at Dec. 31, 2014		166.1
Beginning balance at Dec. 31, 2014	CAD 5,610	CAD 2,185	CAD 36	CAD (2,219)	CAD 5,608
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,033				1,033
Other comprehensive (loss) income	106			106
Dividends declared	(170)				(170)
Effect of stock-based compensation expense	14		14
CP Common Shares repurchased (shares)		(12.7)
CP Common Shares repurchased	(2,635)	CAD (173)			(2,462)
Shares issued under stock option plan (shares)		0.4
Shares issued under stock option plan	CAD 34	CAD 42	(8)
Ending balance (shares) at Sep. 30, 2015	153.8	153.8
Ending balance at Sep. 30, 2015	CAD 3,992	CAD 2,054	42	(2,113)	4,009
Beginning balance at Jun. 30, 2015				(2,133)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	323
Other comprehensive (loss) income	CAD 20
Ending balance (shares) at Sep. 30, 2015	153.8	153.8
Ending balance at Sep. 30, 2015	CAD 3,992	CAD 2,054	42	(2,113)	4,009
Beginning balance (shares) at Dec. 31, 2015		153
Beginning balance at Dec. 31, 2015	4,796	CAD 2,058	43	(1,477)	4,172
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,215				1,215
Other comprehensive (loss) income	44			44
Dividends declared	(202)				(202)
Effect of stock-based compensation expense	11		11
CP Common Shares repurchased (shares)		(6.9)
CP Common Shares repurchased	(1,210)	CAD (84)			(1,126)
Shares issued under stock option plan (shares)		0.2
Shares issued under stock option plan	CAD 15	CAD 26	(11)
Ending balance (shares) at Sep. 30, 2016	146.3	146.3
Ending balance at Sep. 30, 2016	CAD 4,669	CAD 2,000	43	(1,433)	4,059
Beginning balance at Jun. 30, 2016				(1,471)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	347
Other comprehensive (loss) income	CAD 38
Ending balance (shares) at Sep. 30, 2016	146.3	146.3
Ending balance at Sep. 30, 2016	CAD 4,669	CAD 2,000	CAD 43	CAD (1,433)	CAD 4,059

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of presentation These unaudited interim consolidated financial statements of Canadian Pacific Railway Limited (“CP”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2015 annual consolidated financial statements and notes included in CP's 2015 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing the 2015 annual consolidated financial statements, except for the newly adopted accounting policy discussed in Note 2. CP's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year.
Basis of Accounting, Policy [Policy Text Block]	These unaudited interim consolidated financial statements of Canadian Pacific Railway Limited (“CP”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2015 annual consolidated financial statements and notes included in CP's 2015 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing the 2015 annual consolidated financial statements, except for the newly adopted accounting policy discussed in Note 2. CP's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year.

Accounting Changes

Accounting Changes	9 Months Ended
	Sep. 30, 2016
Accounting Changes and Error Corrections [Abstract]
Accounting Changes	Accounting changes Implemented in 2016 Amendments to the Consolidation Analysis In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis under FASB Accounting Standards Codification ("ASC") Topic 810 Consolidation. The amendments required reporting entities to evaluate whether they should consolidate certain legal entities under the revised consolidation model. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminated the presumption that a general partner should consolidate a limited partnership and affected the consolidation analysis of reporting entities involved with VIEs, particularly those that have fee arrangements and related party relationships. This ASU was effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2015. Entities had the option of using either a full retrospective or a modified retrospective approach to adopt this ASU. The Company evaluated all arrangements that might give rise to a VIE and all existing VIEs; no changes to disclosure or financial statement presentation were required as a result of this evaluation. Future changes Leases In February 2016, the FASB issued ASU 2016-02, Leases. The new FASB ASC Topic 842 Leases supersedes the lease recognition and measurement requirements in Topic 840 Leases. This new standard requires recognition of right-of-use assets and lease liabilities by lessees for those leases classified as finance and operating leases with a maximum term exceeding 12 months. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2018. Entities are required to use a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements. Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations under FASB ASC Topic 606. The amendments clarify the principal versus agent guidance in determining whether to recognize revenue on a gross or net basis. The amendments are effective for public entities for annual reporting periods beginning on or after December 15, 2017, including interim periods within that reporting period. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements. Compensation - Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, under ASC Topic 718. The amendments clarify the guidance relating to treatment of excess tax benefits and deficiencies, acceptable forfeiture rate policies, and treatment of cash paid by an employer when directly withholding shares for tax-withholding purposes and the requirement to treat such cash flows as a financing activity. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements.

Changes in Accumulated Other Co

Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Changes in Accumulated Other Comprehensive Loss (AOCL) by Component	Changes in accumulated other comprehensive loss ("AOCL") by component For the three months ended September 30 (in millions of Canadian dollars, net of tax) Foreign currency Derivatives and other Pension and post-retirement defined benefit plans Total Opening balance, 2016 $ 124 $ (157 ) $ (1,438 ) $ (1,471 ) Other comprehensive income (loss) before reclassifications 2 (1 ) 1 2 Amounts reclassified from accumulated other comprehensive loss — 2 34 36 Net current-period other comprehensive income 2 1 35 38 Closing balance, 2016 $ 126 $ (156 ) $ (1,403 ) $ (1,433 ) Opening balance, 2015 $ 125 $ (77 ) $ (2,181 ) $ (2,133 ) Other comprehensive income (loss) before reclassifications 6 (34 ) — (28 ) Amounts reclassified from accumulated other comprehensive loss — 2 46 48 Net current-period other comprehensive income (loss) 6 (32 ) 46 20 Closing balance, 2015 $ 131 $ (109 ) $ (2,135 ) $ (2,113 ) For the nine months ended September 30 (in millions of Canadian dollars, net of tax) Foreign currency Derivatives and other Pension and post-retirement defined benefit plans Total Opening balance, 2016 $ 129 $ (102 ) $ (1,504 ) $ (1,477 ) Other comprehensive loss before reclassifications (3 ) (60 ) (1 ) (64 ) Amounts reclassified from accumulated other comprehensive loss — 6 102 108 Net current-period other comprehensive (loss) income (3 ) (54 ) 101 44 Closing balance, 2016 $ 126 $ (156 ) $ (1,403 ) $ (1,433 ) Opening balance, 2015 $ 115 $ (52 ) $ (2,282 ) $ (2,219 ) Other comprehensive income (loss) before reclassifications 16 (60 ) 5 (39 ) Amounts reclassified from accumulated other comprehensive loss — 3 142 145 Net current-period other comprehensive income (loss) 16 (57 ) 147 106 Closing balance, 2015 $ 131 $ (109 ) $ (2,135 ) $ (2,113 ) Amounts in Pension and post-retirement defined benefit plans reclassified from AOCL For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Amortization of prior service costs (1) $ (2 ) $ (2 ) $ (5 ) $ (5 ) Recognition of net actuarial loss (1) 49 67 146 201 Total before income tax 47 65 141 196 Income tax recovery (13 ) (19 ) (39 ) (54 ) Net of income tax $ 34 $ 46 $ 102 $ 142 (1) Impacts Compensation and benefits on the Interim Consolidated Statements of Income.

Gain on Sale of Properties

Gain on Sale of Properties	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Gain on Sale of Properties	Gain on sale of properties Gain on sale of Arbutus Corridor In March 2016, the Company announced the sale of CP’s Arbutus Corridor (the “Arbutus Corridor”) to the City of Vancouver for gross proceeds of $55 million . The agreement allows the Company to share in future proceeds on the eventual development and/or sale of certain parcels of the Arbutus Corridor. The Company recorded a gain on sale of $50 million before tax ( $43 million after tax) from the transaction during the first quarter of 2016. Gain on settlement of legal proceedings related to the purchase and sale of a building In 2013, CP provided an interest free loan pursuant to a court order to a corporation owned by a court appointed trustee (“the judicial trustee”) to facilitate the acquisition of a building. The building was held in trust during the legal proceedings with regard to CP’s entitlement to an exercised purchase option of the building. As at December 31, 2014, the loan of $20 million and the purchase option with a carrying value of $8 million , were recorded as “Other assets” in the Company’s Consolidated Balance Sheets. In the first quarter of 2015, CP reached a settlement with a third party that, following the sale of the building to an arm’s length third party, resulted in resolution of legal proceedings. CP received $59 million for the sale of the building which included repayment of the aforementioned loan to the judicial trustee and recorded a gain of $31 million ( $27 million after tax).

Other Income and Charges

Other Income and Charges	9 Months Ended
	Sep. 30, 2016
Other Income and Expenses [Abstract]
Other Income and Charges	Other income and charges For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Foreign exchange loss (gain) on long-term debt $ 46 $ 128 $ (153 ) $ 182 Other foreign exchange losses (gains) 2 (10 ) (5 ) (4 ) Early redemption premium on notes — 47 — 47 Legal settlement 25 — 25 — Other (2 ) 3 14 11 Total other income and charges $ 71 $ 168 $ (119 ) $ 236

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income taxes For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Current income tax expense $ 73 $ 159 $ 177 $ 364 Deferred income tax expense 50 — 233 106 Income tax expense $ 123 $ 159 $ 410 $ 470 The estimated 2016 annual effective tax rate for the three and nine months ended September 30, 2016 , excluding the discrete items related to the foreign exchange loss (gain) on the Company’s U.S. dollar-denominated debt and the settlement charge in respect of a corporate legal claim, is 25.17% and 26.50% , respectively, compared to the estimate of 27.50% for the same periods in 2015 . The effective tax rate for the three and nine months ended September 30, 2016 , including the discrete items, is 26.23% and 25.26% , respectively, compared to 32.92% and 31.28% , respectively, for the same period in 2015 .

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Earnings Per Share	Earnings per share At September 30, 2016 , the number of shares outstanding was 146.3 million ( September 30, 2015 - 153.8 million ). Basic earnings per share have been calculated using net income for the period divided by the weighted-average number of shares outstanding during the period. The number of shares used in earnings per share calculations is reconciled as follows: For the three months ended September 30 For the nine months ended September 30 (in millions) 2016 2015 2016 2015 Weighted-average basic shares outstanding 147.3 157.6 150.7 162.0 Dilutive effect of stock options 1.0 1.1 0.9 1.3 Weighted-average diluted shares outstanding 148.3 158.7 151.6 163.3 For the three and nine months ended September 30, 2016 , there were 331,553 options and 405,851 options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive ( three and nine months ended September 30, 2015 - 364,014 and 179,988 , respectively).

Debt (Notes)

Debt (Notes)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Debt	Debt Revolving credit facility Effective June 28, 2016, the Company extended the maturity date by one year on its existing revolving U.S. $2.0 billion revolving credit facility, which includes a U.S. $1.0 billion five-year portion and U.S. $1.0 billion one-year plus one-year term-out portion. The maturity date on the U.S. $1.0 billion one-year plus one-year term-out portion has been extended to June 28, 2018; the maturity date on the U.S. $1.0 billion five-year portion was extended to June 28, 2021. Commercial paper program The Company has a commercial paper program which 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. The commercial paper is backed by the U.S. $1.0 billion one-year plus one-year term-out portion of the revolving credit facility. As at September 30, 2016 , the Company had total commercial paper borrowings of U.S. $280 million ( $367 million ), presented in “Long-term debt maturing within one year” on the Interim Consolidated Balance Sheets (December 31, 2015 - $ nil ). The weighted-average interest rate on these borrowings was 0.75% . The Company presents issuances and repayments of commercial paper in the Interim Consolidated Statements of Cash Flows on a net basis, all of which have a maturity of less than 90 days .

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Shareholders' Equity	Shareholders' equity On April 20, 2016, the Company announced a new normal course issuer bid ("bid"), commencing May 2, 2016 to May 1, 2017, to purchase up to 6.91 million of its outstanding Common Shares for cancellation. The Company completed the bid on September 28, 2016. All purchases are made in accordance with the bid at prevalent market prices plus brokerage fees, or such other prices that may be permitted by the Toronto Stock Exchange, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to Retained earnings. The following table provides activities under the share repurchase program: For the three months ended September 30 For the nine months ended September 30 2016 2015 2016 2015 Number of Common Shares repurchased (1) 1,782,200 7,738,489 6,910,000 12,972,177 Weighted-average price per share (2) $ 192.10 $ 200.84 $ 175.08 $ 203.08 Amount of repurchase (in millions) (2) $ 342 $ 1,555 $ 1,210 $ 2,635 (1) Includes shares repurchased but not yet canceled at quarter end. (2) Includes brokerage fees.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Financial Instruments	Financial instruments A. Fair values of financial instruments The Company categorizes its financial assets and liabilities measured at fair value in line with the fair value hierarchy established by GAAP that prioritizes, with respect to reliability, the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets and liabilities and give the highest priority to these inputs. Level 2 and 3 inputs are based on significant other observable inputs and significant unobservable inputs, respectively, and give lower priority to these inputs. When possible, the estimated fair value is based on quoted market prices and, if not available, estimates from third party brokers. For non-exchange traded derivatives classified in Level 2, the Company uses standard valuation techniques to calculate fair value. Primary inputs to these techniques include observable market prices (interest, foreign exchange (“FX”) and commodity) and volatility, depending on the type of derivative and nature of the underlying risk. The Company uses inputs and data used by willing market participants when valuing derivatives and considers its own credit default swap spread as well as those of its counterparties in its determination of fair value. The carrying values of financial instruments equal or approximate their fair values with the exception of long-term debt which has a fair value of approximately $10,553 million at September 30, 2016 (December 31, 2015 - $9,750 million ) and a carrying value of $8,879 million at September 30, 2016 (December 31, 2015 - $8,957 million ). The estimated fair value of current and long-term borrowings has been determined based on market information where available, or by discounting future payments of interest and principal at estimated interest rates expected to be available to the Company at period end. All derivatives and long-term debt are classified as Level 2. B. Financial risk management Derivative financial instruments Derivative financial instruments may be used to selectively reduce volatility associated with fluctuations in interest rates, FX rates, the price of fuel and stock-based compensation expense. Where derivatives are designated as hedging instruments, the relationship between the hedging instruments and their associated hedged items is documented, as well as the risk management objective and strategy for the use of the hedging instruments. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the Interim Consolidated Balance Sheets, commitments or forecasted transactions. At the time a derivative contract is entered into, and at least quarterly thereafter, an assessment is made whether the derivative item is effective in offsetting the changes in fair value or cash flows of the hedged items. The derivative qualifies for hedge accounting treatment if it is effective in substantially mitigating the risk it was designed to address. It is not the Company’s intent to use financial derivatives or commodity instruments for trading or speculative purposes. FX management The Company conducts business transactions and owns assets in both Canada and the United States. As a result, the Company is exposed to fluctuations in value of financial commitments, assets, liabilities, income or cash flows due to changes in FX rates. The Company may enter into FX risk management transactions primarily to manage fluctuations in the exchange rate between Canadian and U.S. currencies. FX exposure is primarily mitigated through natural offsets created by revenues, expenditures and balance sheet positions incurred in the same currency. Where appropriate, the Company may negotiate with customers and suppliers to reduce the net exposure. Net investment hedge The FX gains and losses on long-term debt are mainly unrealized and can only be realized when U.S. dollar denominated long-term debt matures or is settled. The Company also has long-term FX exposure on its investment in U.S. affiliates. The majority of the Company’s U.S. dollar denominated long-term debt has been designated as a hedge of the net investment in foreign subsidiaries. This designation has the effect of mitigating volatility on net income by offsetting long-term FX gains and losses on U.S. dollar denominated long-term debt and gains and losses on its net investment. The effective portion recognized in “Other comprehensive income” for the three and nine months ended September 30, 2016 was an unrealized FX loss of $72 million and an unrealized FX gain of $260 million , respectively ( three and nine months ended September 30, 2015 - unrealized FX loss of $291 million and $589 million , respectively). There was no ineffectiveness during the three and nine months ended September 30, 2016 and September 30, 2015 . Interest rate management The Company is exposed to interest rate risk, which is the risk that the fair value or future cash flows of a financial instrument will vary as a result of changes in market interest rates. In order to manage funding needs or capital structure goals, the Company enters into debt or capital lease agreements that are subject to either fixed market interest rates set at the time of issue or floating rates determined by on-going market conditions. Debt subject to variable interest rates exposes the Company to variability in interest expense, while debt subject to fixed interest rates exposes the Company to variability in the fair value of debt. To manage interest rate exposure, the Company accesses diverse sources of financing and manages borrowings in line with a targeted range of capital structure, debt ratings, liquidity needs, maturity schedule, and currency and interest rate profiles. In anticipation of future debt issuances, the Company may enter into forward rate agreements, that are designated as cash flow hedges, to substantially lock in all or a portion of the effective future interest expense. The Company may also enter into swap agreements, designated as fair value hedges, to manage the mix of fixed and floating rate debt. Forward starting swaps As at December 31, 2015, the Company had forward starting floating-to-fixed interest rate swap agreements (“forward starting swaps”) totaling a notional U.S. $700 million to fix the benchmark rate on cash flows associated with highly probable forecasted issuances of long-term notes. The effective portion of changes in fair value on the forward starting swaps is recorded in “Accumulated other comprehensive loss”, net of tax, as cash flow hedges until the highly probable forecasted notes are issued. Subsequent to the notes issuance, amounts in “Accumulated other comprehensive loss” are reclassified to “Net interest expense”. During the second quarter of 2016, the Company rolled the notional U.S. $700 million forward starting swaps. The Company de-designated the hedging relationship for U.S. $700 million of forward starting swaps. The Company did not cash settle these swaps. There was no ineffectiveness to record upon de-designation. Concurrently the Company re-designated the forward starting swaps totaling U.S. $700 million to fix the benchmark rate on cash flows associated with a highly probable forecasted debt issuance of long-term notes. As at September 30, 2016 , the total fair value loss of $144 million ( December 31, 2015 - fair value loss of $60 million ) derived from the forward starting swaps was included in “Accounts payable and accrued liabilities”. Changes in fair value from the forward starting swaps for the three and nine months ended September 30, 2016 was $ nil and a loss of $84 million , respectively ( three and nine months ended September 30, 2015 - a loss of $46 million and $85 million , respectively). The effective portion for the three and nine months ended September 30, 2016 was $ nil and a loss of $82 million , respectively ( three and nine months ended September 30, 2015 - a fair value loss of $45 million and $82 million , respectively) and is recorded in “Other comprehensive income”. For the three and nine months ended September 30, 2016 , the ineffective portion was $ nil and a $2 million loss, respectively ( three and nine months ended September 30, 2015 - $1 million and $3 million loss, respectively) and is recorded to “Net interest expense” on the Interim Consolidated Statements of Income. For the three and nine months ended September 30, 2016 , a loss of $3 million and $8 million , respectively, related to previous forward starting swap hedges have been amortized to “Net interest expense” ( three and nine months ended September 30, 2015 - a loss of $1 million and $4 million , respectively). The Company expects that during the next 12 months $11 million of losses will be amortized to “Net interest expense”.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Stock-based compensation At September 30, 2016 , the Company had several stock-based compensation plans, including stock option plans, various cash settled liability plans and an employee stock savings plan. These plans resulted in an expense for the three and nine months ended September 30, 2016 of $31 million and $46 million , respectively ( three and nine months ended September 30, 2015 - expense of $21 million and $45 million , respectively). Regular options In the nine months ended September 30, 2016 , under CP’s stock option plans, the Company issued 402,331 regular options at the weighted average price of $165.55 per share, based on the closing price on the grant date. Pursuant to the employee plan, these regular options may be exercised upon vesting, which is between 12 months and 48 months after the grant date, and will expire after 10 years . Under the fair value method, the fair value of the regular options at the grant date was approximately $16 million . The weighted average fair value assumptions were approximately: For the nine months ended September 30, 2016 Grant price $165.55 Expected option life (years) (1) 5.25 Risk-free interest rate (2) 1.21% Expected stock price volatility (3) 26.58% Expected annual dividends per share (4) $1.40 Expected forfeiture rate (5) 2.0% Weighted-average grant date fair value per regular options granted during the period $38.98 (1) Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour, or when available, specific expectations regarding future exercise behaviour, were used to estimate the expected life of the option. (2) Based on the implied yield available on zero-coupon government issues with an equivalent remaining term at the time of the grant. (3) Based on the historical stock price volatility of the Company’s stock over a period commensurate with the expected term of the option. (4) Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option. On April 20, 2016, the Company announced an increase in its quarterly dividend to $0.50 per share, representing $2.00 on an annual basis. (5) The Company estimated forfeitures based on past experience. This rate is monitored on a periodic basis. Performance share unit (“PSU”) plan In the nine months ended September 30, 2016 , the Company issued 147,157 PSUs with a grant date fair value of approximately $24 million . These units attract dividend equivalents in the form of additional units based on the dividends paid on the Company’s Common Shares. PSUs vest and are settled in cash, or in CP Common Shares, approximately three years after the grant date, contingent upon CP’s performance ("performance factor"). The fair value of PSUs is measured periodically until settlement, using a latticed-based valuation model. The performance period for PSUs issued in the nine months ended September 30, 2016 is January 1, 2016 to December 31, 2018. The performance factors for these PSUs are Operating Ratio, Return on Invested Capital, Total Shareholder Return ("TSR") compared to the S&P/TSX 60 Index, and TSR compared to Class I railways. The performance period for the PSUs issued in the fourth quarter of 2012 and in 2013 was January 1, 2013 to December 31, 2015. The performance factors for these PSUs were Operating Ratio, Free cash flow, TSR compared to the S&P/TSX 60 index, TSR compared to Class I railways. All performance factors met the 200% payout thresholds, in effect resulting in a target payout of 200% on 300,095 total outstanding awards as at December 31, 2015. A payout of $79 million on 217,179 outstanding awards occurred on December 31, 2015 and was calculated using the Company's average share price using the last 30 trading days preceding December 31, 2015. In the first quarter of 2016, final payouts occurred on the total outstanding awards, including dividends reinvested, totaling $31 million on 83,563 outstanding awards. Deferred share unit (“DSU”) plan In the nine months ended September 30, 2016 , the Company granted 27,400 DSUs with a grant date fair value of approximately $5 million . DSUs vest over various periods of up to 48 months and are only redeemable for a specified period after employment is terminated. An expense to income for DSUs is recognized over the vesting period for both the initial subscription price and the change in value between reporting periods.

Pensions and Other Benefits

Pensions and Other Benefits	9 Months Ended
	Sep. 30, 2016
Compensation and Retirement Disclosure [Abstract]
Pensions and Other Benefits	Pension and other benefits In the three and nine months ended September 30, 2016 , the Company made contributions of $4 million and $38 million , respectively ( three and nine months ended September 30, 2015 - $20 million and $61 million , respectively), to its defined benefit pension plans. The elements of net periodic benefit cost for defined benefit pension plans and other benefits recognized in the three and nine months ended September 30, 2016 included the following components: For the three months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2016 2015 2016 2015 Current service cost (benefits earned by employees in the period) $ 26 $ 31 $ 2 $ 3 Interest cost on benefit obligation 117 116 6 6 Expected return on fund assets (211 ) (201 ) — — Recognized net actuarial loss 48 66 1 — Amortization of prior service costs (2 ) (2 ) — — Net periodic (recovery) benefit cost $ (22 ) $ 10 $ 9 $ 9 For the nine months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2016 2015 2016 2015 Current service cost (benefits earned by employees in the period) $ 79 $ 95 $ 8 $ 9 Interest cost on benefit obligation 350 347 16 16 Expected return on fund assets (634 ) (614 ) — — Recognized net actuarial loss 143 198 3 2 Amortization of prior service costs (5 ) (5 ) — — Net periodic (recovery) benefit cost $ (67 ) $ 21 $ 27 $ 27

Contingencies

Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies In the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damage to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending at September 30, 2016 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Company’s financial position or results of operations. Legal proceedings related to Lac-Mégantic rail accident On July 6, 2013, a train carrying crude oil operated by Montreal Maine and Atlantic Railway (“MMA”) or a subsidiary, Montreal Maine & Atlantic Canada Co. (“MMAC” and collectively the “MMA Group”) derailed and exploded in Lac-Mégantic, Quebec. The accident occurred on a section of railway owned by the MMA Group. The previous day CP had interchanged the train to the MMA Group, and after the interchange, the MMA Group exclusively controlled the train. Following this incident, Quebec's Minister of Sustainable Development, Environment, Wildlife and Parks (the "Minister") ordered the named parties to recover the contaminants and to clean up the derailment site. On August 14, 2013, the Minister added CP as a party (the “Amended Cleanup Order”). CP appealed the Amended Cleanup Order to the Administrative Tribunal of Quebec. Those proceedings are pending. Directly related to that matter, on July 6, 2015, the Province of Quebec sued CP in Quebec Superior Court claiming $409 million in derailment damages, including cleanup costs. The province alleges that CP exercised custody or control over the crude oil lading and that CP was otherwise negligent. Therefore, CP is said to be solidarily (joint and severally) liable with third parties responsible for the accident. The province’s lawsuit was stayed until September 12, 2016, but has since been reactivated. The province has filed a motion for leave to amend its complaint, which motion will be heard by the court on November 8, 2016. Otherwise, no timetable governing the conduct of this lawsuit has been ordered by the Quebec Superior Court. On July 5, 2016, the Minister served a Notice of Claim for nearly $95 million of compensation spent on cleanup, alleging that CP refused or neglected to undertake the work. On September 6, 2016, CP filed a contestation of the Notice of Claim with the Administrative Tribunal of Quebec. These proceedings appear to be duplicative of the administrative proceedings. A class action lawsuit has also been filed in the Quebec Superior Court on behalf of persons and entities residing in, owning or leasing property in, operating a business in or physically present in Lac-Mégantic at the time of the derailment (the “Class Action”). That lawsuit seeks derailment damages, including for wrongful death, personal injury, and property harm. On August 16, 2013, CP was added as a defendant. On May 8, 2015, the Quebec Superior Court authorized (certified) the Class Action against CP, the shipper - Western Petroleum, and the shipper’s parent - World Fuel Services (collectively, the “World Fuel Entities”). The World Fuel Entities have since settled. The plaintiffs filed a motion for leave to amend their complaint, which motion will be heard by the court on November 10, 2016. Otherwise, the court has set no timetable to govern the conduct of this lawsuit. On July 4, 2016, eight subrogated insurers served CP with claims of approximately $16 million . On July 11, 2016, two additional subrogated insurers served CP with claims of approximately $3 million . The lawsuits do not identify the parties to which the insurers are subrogated, and therefore the extent of claim overlap and the extent that claims will be satisfied after proof of claim review and distribution from the Plans, referred to below, is difficult to determine. In the wake of the derailment and ensuing litigation, MMAC filed for bankruptcy in Canada (the “Canadian Proceeding”) and MMA filed for bankruptcy in the United States (the “U.S. Proceeding”). Plans of arrangement have been approved in both the Canadian Proceeding and the U.S. Proceeding (the “Plans”). These Plans provide for the distribution of a fund of approximately $440 million amongst those claiming derailment damages. The Plans also provide settling parties broadly worded third-party releases and injunctions preventing lawsuits against settlement contributors. CP has not settled and therefore will not benefit from those provisions. Both Plans do, however, contain judgment reduction provisions, affording CP a credit for the greater of (i) the settlement monies received by the plaintiff(s), or (ii) the amount, in contribution or indemnity, that CP would have been entitled to charge against third parties other than MMA and MMAC, but for the Plans' releases and injunctions. CP may also have judgment reduction rights, as part of the contribution/indemnification credit, for the fault of the MMA Group. Finally, the Plans provide for a potential re-allocation of the MMA Group’s liability among plaintiffs and CP, the only non-settling party. An Adversary Proceeding filed by the MMA U.S. bankruptcy trustee (now, estate representative) against CP, Irving Oil, and the World Fuel Entities accuses CP of failing to ensure that World Fuel Entities or Irving Oil properly classified the oil lading and of not refusing to ship the misclassified oil as packaged. The estate representative has since settled with the World Fuel Entities and Irving Oil and now bases CP misfeasance on the railroad’s failure to abide in North Dakota by a Canadian regulation. That regulation supposedly would have caused the railroads to not move the crude oil train because an inaccurate classification was supposedly suspected. In a recently amended complaint, the estate representative named a CP affiliate, Soo Line Railroad Company ("Soo Line"), and asserts that CP and Soo Line breached terms or warranties allegedly contained in the bill of lading. In response to one of CP’s motions to withdraw the Adversary Proceedings bankruptcy reference, the estate representative maintained that Canadian law rather than U.S. law controlled. The Article III court that heard the motion found that if U.S. federal regulations governed, the case was not complex enough to warrant withdrawal. Before the bankruptcy court, CP moved to dismiss for want of personal jurisdiction, but the court denied the motion because CP had participated in the bankruptcy proceedings. CP and Soo Line will respond to the estate representative's recently amended complaint during the fourth quarter of 2016. Lac-Mégantic residents and wrongful death representatives commenced a class action and a mass action in Texas and wrongful death and personal injury actions in Illinois and Maine. CP removed all of these lawsuits to federal court, and a federal court thereafter consolidated those cases in Maine. These actions generally charge CP with misclassification and mis-packaging (that is, using inappropriate DOT-111 tank cars) negligence. On CP's motion, made on September 28, 2016, the Maine court dismissed all wrongful death and personal injury actions on several grounds. If the ruling is upheld on any appeal that might be brought, these cases will be litigated, if anywhere, in Canada. CP has received two damage to cargo notices of claims from the shipper of the oil, Western Petroleum. Western Petroleum submitted U.S. and Canadian notices of claims for the same damages and under the Carmack Amendment (49 U.S.C. Section 11706) Western Petroleum seeks to recover for all injuries associated with, and indemnification for, the derailment. Both jurisdictions permit a shipper to recover the value of damaged lading against any carrier in the delivery chain, subject to limitations in the carrier’s tariffs. CP’s tariffs significantly restrict shipper damage claim rights. Western Petroleum is part of the World Fuel Services Entities, and those companies settled with the trustee. On April 12, 2016, Trustee (the “WD Trustee”) for a wrongful death trust (the “WD Trust”), as defined and established under the confirmed Plans, sued CP in North Dakota federal court, asserting Carmack Amendment claims. The WD Trustee maintains that the estate representative assigned Carmack Amendment claims to the WD Trustee. The Plan supposedly gave the estate representative Carmack Amendment assignment rights. The WD Trustee seeks to recover losses associated with the lost lading (approximately $6 million ), as well as the settlement amounts the consignor (i.e, the shipper, the World Fuel Entities) and the consignee (Irving Oil) paid to the bankruptcy estates, alleged to be $110 million and $60 million , respectively. The WD Trustee maintains that Carmack Amendment liability extends beyond lading losses to cover all derailment related damages suffered by the World Fuel Entities or Irving Oil. CP disputes this interpretation of Carmack Amendment exposure and maintains that CP’s tariffs preclude anything except a minimal recovery. Canadian Pacific Railway Limited and Soo Line Corporation, both non-carriers, have moved to dismiss the Carmack Amendment claims, which only apply to common carriers. At this early stage of the proceedings, any potential responsibility and the quantum of potential losses cannot be determined. Nevertheless, CP denies liability and intends to vigorously defend against all derailment-related proceedings. Legal proceedings initiated by Canadian National Railway Company On July 28, 2016, the Company announced that CP and Canadian National Railway Company (“CN”) agreed to settle an outstanding lawsuit commenced by CN in August 2015 against CP, certain of its employees and an officer, alleging misuse of confidential information, without any admission of liability on the part of the Company. The terms of the settlement are confidential. Environmental liabilities Environmental remediation accruals, recorded on an undiscounted basis unless a reliable, determinable estimate as to an amount and timing of costs can be established, cover site-specific remediation programs. The accruals for environmental remediation represent CP’s best estimate of its probable future obligation and include both asserted and unasserted claims, without reduction for anticipated recoveries from third parties. Although the recorded accruals include CP’s best estimate of all probable costs, CP’s total environmental remediation costs cannot be predicted with certainty. Accruals for environmental remediation may change from time to time as new information about previously untested sites becomes known, and as environmental laws and regulations evolve and advances are made in environmental remediation technology. The accruals may also vary as the courts decide legal proceedings against outside parties responsible for contamination. These potential charges, which cannot be quantified at this time, are not expected to be material to CP’s financial position, but may materially affect income in the particular period in which a charge is recognized. Costs related to existing, but as yet unknown, or future contamination will be accrued in the period in which they become probable and reasonably estimable. The expense included in “Purchased services and other” for the three and nine months ended September 30, 2016 was $1 million and $3 million , respectively ( three and nine months ended September 30, 2015 - $1 million and $7 million , respectively). Provisions for environmental remediation costs are recorded in “Other long-term liabilities”, except for the current portion which is recorded in “Accounts payable and accrued liabilities”. The total amount provided at September 30, 2016 was $85 million ( December 31, 2015 - $93 million ). Payments are expected to be made over 10 years through 2026.

Condensed Consolidating Financi

Condensed Consolidating Financial Information	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Consolidating Financial Information	Canadian Pacific Railway Company, a 100%-owned subsidiary of Canadian Pacific Railway Limited (“CPRL”), is the issuer of certain debt securities, which are fully and unconditionally guaranteed by CPRL. The following tables present condensed consolidating financial information (“CCFI”) in accordance with Rule 3-10(c) of Regulation S-X. Investments in subsidiaries are accounted for under the equity method when presenting the CCFI. The tables include all adjustments necessary to reconcile the CCFI on a consolidated basis to CPRL’s consolidated financial statements for the periods presented. Interim Condensed Consolidating Statements of Income For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,078 $ 432 $ — $ 1,510 Non-freight — 35 95 (86 ) 44 Total revenues — 1,113 527 (86 ) 1,554 Operating expenses Compensation and benefits — 181 111 2 294 Fuel — 111 27 — 138 Materials — 30 6 3 39 Equipment rents — 48 (5 ) — 43 Depreciation and amortization — 102 53 — 155 Purchased services and other — 170 149 (91 ) 228 Total operating expenses — 642 341 (86 ) 897 Operating income — 471 186 — 657 Less: Other income and charges 12 61 (2 ) — 71 Net interest (income) expense (9 ) 131 (6 ) — 116 (Loss) income before income tax expense and equity in net earnings of subsidiaries (3 ) 279 194 — 470 Less: Income tax expense 9 73 41 — 123 Add: Equity in net earnings of subsidiaries 359 153 — (512 ) — Net income $ 347 $ 359 $ 153 $ (512 ) $ 347 Interim Condensed Consolidating Statements of Income For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,127 $ 540 $ — $ 1,667 Non-freight — 33 91 (82 ) 42 Total revenues — 1,160 631 (82 ) 1,709 Operating expenses Compensation and benefits — 251 101 — 352 Fuel — 122 40 — 162 Materials — 38 9 — 47 Equipment rents — 44 (2 ) — 42 Depreciation and amortization — 102 47 — 149 Purchased services and other — 179 175 (82 ) 272 Gain on sale of Delaware & Hudson South — — (68 ) — (68 ) Total operating expenses — 736 302 (82 ) 956 Operating income — 424 329 — 753 Less: Other income and charges 29 162 (23 ) — 168 Net interest (income) expense (3 ) 119 (13 ) — 103 (Loss) income before income tax expense and equity in net earnings of subsidiaries (26 ) 143 365 — 482 Less: Income tax (recovery) expense (4 ) 50 113 — 159 Add: Equity in net earnings of subsidiaries 345 252 — (597 ) — Net income $ 323 $ 345 $ 252 $ (597 ) $ 323 Interim Condensed Consolidating Statements of Income For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 3,182 $ 1,282 $ — $ 4,464 Non-freight — 101 289 (259 ) 131 Total revenues — 3,283 1,571 (259 ) 4,595 Operating expenses Compensation and benefits — 563 339 5 907 Fuel — 317 77 — 394 Materials — 95 24 14 133 Equipment rents — 155 (23 ) — 132 Depreciation and amortization — 316 162 — 478 Purchased services and other — 499 469 (278 ) 690 Total operating expenses — 1,945 1,048 (259 ) 2,734 Operating income — 1,338 523 — 1,861 Less: Other income and charges (61 ) (89 ) 31 — (119 ) Net interest expense (income) — 373 (18 ) — 355 Income before income tax expense and equity in net earnings of subsidiaries 61 1,054 510 — 1,625 Less: Income tax expense 12 254 144 — 410 Add: Equity in net earnings of subsidiaries 1,166 366 — (1,532 ) — Net income $ 1,215 $ 1,166 $ 366 $ (1,532 ) $ 1,215 Interim Condensed Consolidating Statements of Income For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 3,377 $ 1,530 $ — $ 4,907 Non-freight — 96 270 (248 ) 118 Total revenues — 3,473 1,800 (248 ) 5,025 Operating expenses Compensation and benefits — 711 327 — 1,038 Fuel — 417 125 — 542 Materials — 116 28 — 144 Equipment rents — 132 (2 ) — 130 Depreciation and amortization — 306 134 — 440 Purchased services and other — 513 523 (248 ) 788 Gain on sale of Delaware & Hudson South — — (68 ) — (68 ) Total operating expenses — 2,195 1,067 (248 ) 3,014 Operating income — 1,278 733 — 2,011 Less: Other income and charges 44 240 (48 ) — 236 Net interest (income) expense (3 ) 313 (38 ) — 272 (Loss) income before income tax expense and equity in net earnings of subsidiaries (41 ) 725 819 — 1,503 Less: Income tax (recovery) expense (6 ) 210 266 — 470 Add: Equity in net earnings of subsidiaries 1,068 553 — (1,621 ) — Net income $ 1,033 $ 1,068 $ 553 $ (1,621 ) $ 1,033 Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 347 $ 359 $ 153 $ (512 ) $ 347 Net (loss) gain in foreign currency translation — (70 ) 63 — (7 ) Change in derivatives designated as cash flow — 1 — — 1 Change in pension and post-retirement defined — 45 2 — 47 Other comprehensive (loss) income before — (24 ) 65 — 41 Income tax expense on above items — (3 ) — — (3 ) Equity accounted investments 38 65 — (103 ) — Other comprehensive income 38 38 65 (103 ) 38 Comprehensive income $ 385 $ 397 $ 218 $ (615 ) $ 385 Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 323 $ 345 $ 252 $ (597 ) $ 323 Net (loss) gain in foreign currency translation — (291 ) 258 — (33 ) Change in derivatives designated as cash flow — (45 ) — — (45 ) Change in pension and post-retirement defined benefit plans — 64 1 — 65 Other comprehensive (loss) income before income taxes — (272 ) 259 — (13 ) Income tax recovery on above items — 33 — — 33 Equity accounted investments 20 259 — (279 ) — Other comprehensive income 20 20 259 (279 ) 20 Comprehensive income $ 343 $ 365 $ 511 $ (876 ) $ 343 Interim Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 1,215 $ 1,166 $ 366 $ (1,532 ) $ 1,215 Net gain (loss) in foreign currency translation — 260 (227 ) — 33 Change in derivatives designated as cash flow — (75 ) — — (75 ) Change in pension and post-retirement defined — 131 6 — 137 Other comprehensive income (loss) before income taxes — 316 (221 ) — 95 Income tax expense on above items — (49 ) (2 ) — (51 ) Equity accounted investments 44 (223 ) — 179 — Other comprehensive income (loss) 44 44 (223 ) 179 44 Comprehensive income $ 1,259 $ 1,210 $ 143 $ (1,353 ) $ 1,259 Interim Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 1,033 $ 1,068 $ 553 $ (1,621 ) $ 1,033 Net (loss) gain in foreign currency translation — (589 ) 526 — (63 ) Change in derivatives designated as cash flow — (78 ) — — (78 ) Change in pension and post-retirement defined benefit plans — 198 5 — 203 Other comprehensive (loss) income before income taxes — (469 ) 531 — 62 Income tax recovery (expense) on above items — 46 (2 ) — 44 Equity accounted investments 106 529 — (635 ) — Other comprehensive income 106 106 529 (635 ) 106 Comprehensive income $ 1,139 $ 1,174 $ 1,082 $ (2,256 ) $ 1,139 Interim Condensed Consolidating Balance Sheets As at September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Assets Current assets Cash and cash equivalents $ — $ 24 $ 79 $ — $ 103 Accounts receivable, net — 435 170 — 605 Accounts receivable, inter-company 88 106 163 (357 ) — Short-term advances to affiliates 500 798 3,892 (5,190 ) — Materials and supplies — 160 32 — 192 Other current assets — 42 22 — 64 588 1,565 4,358 (5,547 ) 964 Long-term advances to affiliates — — 91 (91 ) — Investments — 28 141 — 169 Investments in subsidiaries 8,547 9,973 — (18,520 ) — Properties — 8,695 7,687 — 16,382 Goodwill and intangible assets — — 198 — 198 Pension asset — 1,638 — — 1,638 Other assets 1 51 18 — 70 Deferred income taxes 5 — — (5 ) — Total assets $ 9,141 $ 21,950 $ 12,493 $ (24,163 ) $ 19,421 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 84 $ 880 $ 282 $ — $ 1,246 Accounts payable, inter-company 14 247 96 (357 ) — Short-term advances from affiliates 4,373 808 9 (5,190 ) — Long-term debt maturing within one year — 391 — — 391 4,471 2,326 387 (5,547 ) 1,637 Pension and other benefit liabilities — 680 76 — 756 Long-term advances from affiliates — 91 — (91 ) — Other long-term liabilities — 149 131 — 280 Long-term debt — 8,434 54 — 8,488 Deferred income taxes 1 1,723 1,872 (5 ) 3,591 Total liabilities 4,472 13,403 2,520 (5,643 ) 14,752 Shareholders’ equity Share capital 2,000 1,037 5,854 (6,891 ) 2,000 Additional paid-in capital 43 1,634 419 (2,053 ) 43 Accumulated other comprehensive (loss) income (1,433 ) (1,433 ) 612 821 (1,433 ) Retained earnings 4,059 7,309 3,088 (10,397 ) 4,059 4,669 8,547 9,973 (18,520 ) 4,669 Total liabilities and shareholders’ equity $ 9,141 $ 21,950 $ 12,493 $ (24,163 ) $ 19,421 Condensed Consolidating Balance Sheets As at December 31, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Assets Current assets Cash and cash equivalents $ — $ 502 $ 148 $ — $ 650 Accounts receivable, net — 452 193 — 645 Accounts receivable, inter-company 59 105 265 (429 ) — Short-term advances to affiliates — 75 3,483 (3,558 ) — Materials and supplies — 154 34 — 188 Other current assets — 37 17 — 54 59 1,325 4,140 (3,987 ) 1,537 Long-term advances to affiliates 501 207 376 (1,084 ) — Investments — 22 130 — 152 Investments in subsidiaries 7,518 9,832 — (17,350 ) — Properties — 8,481 7,792 — 16,273 Goodwill and intangible assets — 3 208 — 211 Pension asset — 1,401 — — 1,401 Other assets — 55 8 — 63 Deferred income taxes 25 — — (25 ) — Total assets $ 8,103 $ 21,326 $ 12,654 $ (22,446 ) $ 19,637 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 54 $ 1,122 $ 241 $ — $ 1,417 Accounts payable, inter-company — 325 104 (429 ) — Short-term advances from affiliates 3,253 230 75 (3,558 ) — Long-term debt maturing within one year — 24 6 — 30 3,307 1,701 426 (3,987 ) 1,447 Pension and other benefit liabilities — 676 82 — 758 Long-term advances from affiliates — 877 207 (1,084 ) — Other long-term liabilities — 186 132 — 318 Long-term debt — 8,863 64 — 8,927 Deferred income taxes — 1,505 1,911 (25 ) 3,391 Total liabilities 3,307 13,808 2,822 (5,096 ) 14,841 Shareholders’ equity Share capital 2,058 1,037 5,465 (6,502 ) 2,058 Additional paid-in capital 43 1,568 613 (2,181 ) 43 Accumulated other comprehensive (loss) income (1,477 ) (1,477 ) 840 637 (1,477 ) Retained earnings 4,172 6,390 2,914 (9,304 ) 4,172 4,796 7,518 9,832 (17,350 ) 4,796 Total liabilities and shareholders’ equity $ 8,103 $ 21,326 $ 12,654 $ (22,446 ) $ 19,637 Interim Condensed Consolidating Statements of Cash Flows For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 84 $ 406 $ 229 $ (128 ) $ 591 Investing activities Additions to properties — (238 ) (56 ) — (294 ) Proceeds from sale of properties and other assets — 6 10 — 16 Advances to affiliates — (275 ) (123 ) 398 — Repayment of advances to affiliates — 14 — (14 ) — Capital contributions to affiliates — (46 ) — 46 — Cash used in investing activities — (539 ) (169 ) 430 (278 ) Financing activities Dividends paid (75 ) (75 ) (53 ) 128 (75 ) Issuance of share capital — — 46 (46 ) — Issuance of CP Common Shares 5 — — — 5 Purchase of CP Common Shares (412 ) — — — (412 ) Repayment of long-term debt, excluding commercial paper — (5 ) (7 ) — (12 ) Net issuance of commercial paper — 190 — — 190 Advances from affiliates 398 — — (398 ) — Repayment of advances from affiliates — — (14 ) 14 — Cash (used in) provided by financing activities (84 ) 110 (28 ) (302 ) (304 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — — 2 — 2 Cash position (Decrease) increase in cash and cash equivalents — (23 ) 34 — 11 Cash and cash equivalents at beginning of period — 47 45 — 92 Cash and cash equivalents at end of period $ — $ 24 $ 79 $ — $ 103 Interim Condensed Consolidating Statements of Cash Flows For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 60 $ 482 $ 257 $ (103 ) $ 696 Investing activities Additions to properties — (268 ) (181 ) — (449 ) Proceeds from the sale of Delaware & Hudson South — — 281 — 281 Proceeds from sale of properties and other assets — 12 1 — 13 Advances to affiliates — (1,174 ) (646 ) 1,820 — Repayment of advances to affiliates — 33 — (33 ) — Capital contributions to affiliates — (329 ) — 329 — Other — (7 ) (1 ) — (8 ) Cash used in investing activities — (1,733 ) (546 ) 2,116 (163 ) Financing activities Dividends paid (57 ) (57 ) (46 ) 103 (57 ) Issuance of share capital — — 329 (329 ) — Issuance of CP Common Shares 5 — — — 5 Purchase of CP Common Shares (1,523 ) — — — (1,523 ) Issuance of long-term debt, excluding commercial paper — 2,601 — — 2,601 Repayment of long-term debt, excluding commercial paper — (423 ) (9 ) — (432 ) Net repayment of commercial paper — (669 ) — — (669 ) Advances from affiliates 1,515 — 305 (1,820 ) — Repayment of advances from affiliates — — (33 ) 33 — Cash (used in) provided by financing activities (60 ) 1,452 546 (2,013 ) (75 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — 14 4 — 18 Cash position Increase in cash and cash equivalents — 215 261 — 476 Cash and cash equivalents at beginning of period — 139 46 — 185 Cash and cash equivalents at end of period $ — $ 354 $ 307 $ — $ 661 Interim Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 182 $ 831 $ 646 $ (338 ) $ 1,321 Investing activities Additions to properties — (576 ) (326 ) — (902 ) Proceeds from sale of properties and other assets — 74 13 — 87 Advances to affiliates — (792 ) (408 ) 1,200 — Repayment of advances to affiliates — 222 — (222 ) — Capital contributions to affiliates — (403 ) — 403 — Repurchase of share capital from affiliates — 6 — (6 ) — Other — — (2 ) — (2 ) Cash used in investing activities — (1,469 ) (723 ) 1,375 (817 ) Financing activities Dividends paid (182 ) (182 ) (156 ) 338 (182 ) Return of share capital to affiliates — — (6 ) 6 — Issuance of share capital — — 403 (403 ) — Issuance of CP Common Shares 14 — — — 14 Purchase of CP Common Shares (1,200 ) — — — (1,200 ) Repayment of long-term debt, excluding commercial paper — (16 ) (14 ) — (30 ) Net issuance of commercial paper — 366 — — 366 Advances from affiliates 1,186 — 14 (1,200 ) — Repayment of advances from affiliates — — (222 ) 222 — Other financing activities — (3 ) — — (3 ) Cash (used in) provided by financing activities (182 ) 165 19 (1,037 ) (1,035 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — (5 ) (11 ) — (16 ) Cash position Decrease in cash and cash equivalents — (478 ) (69 ) — (547 ) Cash and cash equivalents at beginning of period — 502 148 — 650 Cash and cash equivalents at end of period $ — $ 24 $ 79 $ — $ 103 Interim Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 175 $ 1,306 $ 673 $ (318 ) $ 1,836 Investing activities Additions to properties — (571 ) (496 ) — (1,067 ) Proceeds from the sale of Delaware & Hudson South — — 281 — 281 Proceeds from sale of properties and other assets — 71 2 — 73 Advances to affiliates (500 ) (2,110 ) (1,375 ) 3,985 — Repayment of advances to affiliates — 33 — (33 ) — Capital contributions to affiliates — (946 ) — 946 — Other — 7 (2 ) — 5 Cash used in investing activities (500 ) (3,516 ) (1,590 ) 4,898 (708 ) Financing activities Dividends paid (172 ) (172 ) (146 ) 318 (172 ) Issuance of share capital — — 946 (946 ) — Issuance of CP Common Shares 32 — — — 32 Purchase of CP Common Shares (2,595 ) — — — (2,595 ) Issuance of long-term debt, excluding commercial paper — 3,411 — — 3,411 Repayment of long-term debt, excluding commercial paper — (447 ) (52 ) — (499 ) Net repayment of commercial paper — (893 ) — — (893 ) Advances from affiliates 3,060 500 425 (3,985 ) — Repayment of advances from affiliates — — (33 ) 33 — Cash provided by (used in) financing activities 325 2,399 1,140 (4,580 ) (716 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — 13 10 — 23 Cash position Increase in cash and cash equivalents — 202 233 — 435 Cash and cash equivalents at beginning of period — 152 74 — 226 Cash and cash equivalents at end of period $ — $ 354 $ 307 $ — $ 661

Basis of Presentation (Policies

Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounting Changes	Implemented in 2016 Amendments to the Consolidation Analysis In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis under FASB Accounting Standards Codification ("ASC") Topic 810 Consolidation. The amendments required reporting entities to evaluate whether they should consolidate certain legal entities under the revised consolidation model. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminated the presumption that a general partner should consolidate a limited partnership and affected the consolidation analysis of reporting entities involved with VIEs, particularly those that have fee arrangements and related party relationships. This ASU was effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2015. Entities had the option of using either a full retrospective or a modified retrospective approach to adopt this ASU. The Company evaluated all arrangements that might give rise to a VIE and all existing VIEs; no changes to disclosure or financial statement presentation were required as a result of this evaluation. Future changes Leases In February 2016, the FASB issued ASU 2016-02, Leases. The new FASB ASC Topic 842 Leases supersedes the lease recognition and measurement requirements in Topic 840 Leases. This new standard requires recognition of right-of-use assets and lease liabilities by lessees for those leases classified as finance and operating leases with a maximum term exceeding 12 months. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2018. Entities are required to use a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements. Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations under FASB ASC Topic 606. The amendments clarify the principal versus agent guidance in determining whether to recognize revenue on a gross or net basis. The amendments are effective for public entities for annual reporting periods beginning on or after December 15, 2017, including interim periods within that reporting period. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements. Compensation - Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, under ASC Topic 718. The amendments clarify the guidance relating to treatment of excess tax benefits and deficiencies, acceptable forfeiture rate policies, and treatment of cash paid by an employer when directly withholding shares for tax-withholding purposes and the requirement to treat such cash flows as a financing activity. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning on or after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact adoption of this ASU will have on the consolidated financial statements.

Changes in Accumulated Other 22

Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component (Tables)	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Changes in Accumulated Other Comprehensive Loss (AOCL) by Component	For the three months ended September 30 (in millions of Canadian dollars, net of tax) Foreign currency Derivatives and other Pension and post-retirement defined benefit plans Total Opening balance, 2016 $ 124 $ (157 ) $ (1,438 ) $ (1,471 ) Other comprehensive income (loss) before reclassifications 2 (1 ) 1 2 Amounts reclassified from accumulated other comprehensive loss — 2 34 36 Net current-period other comprehensive income 2 1 35 38 Closing balance, 2016 $ 126 $ (156 ) $ (1,403 ) $ (1,433 ) Opening balance, 2015 $ 125 $ (77 ) $ (2,181 ) $ (2,133 ) Other comprehensive income (loss) before reclassifications 6 (34 ) — (28 ) Amounts reclassified from accumulated other comprehensive loss — 2 46 48 Net current-period other comprehensive income (loss) 6 (32 ) 46 20 Closing balance, 2015 $ 131 $ (109 ) $ (2,135 ) $ (2,113 ) For the nine months ended September 30 (in millions of Canadian dollars, net of tax) Foreign currency Derivatives and other Pension and post-retirement defined benefit plans Total Opening balance, 2016 $ 129 $ (102 ) $ (1,504 ) $ (1,477 ) Other comprehensive loss before reclassifications (3 ) (60 ) (1 ) (64 ) Amounts reclassified from accumulated other comprehensive loss — 6 102 108 Net current-period other comprehensive (loss) income (3 ) (54 ) 101 44 Closing balance, 2016 $ 126 $ (156 ) $ (1,403 ) $ (1,433 ) Opening balance, 2015 $ 115 $ (52 ) $ (2,282 ) $ (2,219 ) Other comprehensive income (loss) before reclassifications 16 (60 ) 5 (39 ) Amounts reclassified from accumulated other comprehensive loss — 3 142 145 Net current-period other comprehensive income (loss) 16 (57 ) 147 106 Closing balance, 2015 $ 131 $ (109 ) $ (2,135 ) $ (2,113 )
Summary of Amounts in Pension and Post-retirement Defined Benefit Plans Reclassified from Accumulated Other Comprehensive Loss	Amounts in Pension and post-retirement defined benefit plans reclassified from AOCL For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Amortization of prior service costs (1) $ (2 ) $ (2 ) $ (5 ) $ (5 ) Recognition of net actuarial loss (1) 49 67 146 201 Total before income tax 47 65 141 196 Income tax recovery (13 ) (19 ) (39 ) (54 ) Net of income tax $ 34 $ 46 $ 102 $ 142 (1) Impacts Compensation and benefits on the Interim Consolidated Statements of Income.

Other Income and Charges (Table

Other Income and Charges (Tables)	9 Months Ended
	Sep. 30, 2016
Other Income and Expenses [Abstract]
Other Income and Charges	For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Foreign exchange loss (gain) on long-term debt $ 46 $ 128 $ (153 ) $ 182 Other foreign exchange losses (gains) 2 (10 ) (5 ) (4 ) Early redemption premium on notes — 47 — 47 Legal settlement 25 — 25 — Other (2 ) 3 14 11 Total other income and charges $ 71 $ 168 $ (119 ) $ 236

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Summary of Income Tax Expense	For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2016 2015 2016 2015 Current income tax expense $ 73 $ 159 $ 177 $ 364 Deferred income tax expense 50 — 233 106 Income tax expense $ 123 $ 159 $ 410 $ 470

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Number of Shares Used In the Earnings Per Share Calculations	The number of shares used in earnings per share calculations is reconciled as follows: For the three months ended September 30 For the nine months ended September 30 (in millions) 2016 2015 2016 2015 Weighted-average basic shares outstanding 147.3 157.6 150.7 162.0 Dilutive effect of stock options 1.0 1.1 0.9 1.3 Weighted-average diluted shares outstanding 148.3 158.7 151.6 163.3

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Activities Under Shares Repurchase Program	The following table provides activities under the share repurchase program: For the three months ended September 30 For the nine months ended September 30 2016 2015 2016 2015 Number of Common Shares repurchased (1) 1,782,200 7,738,489 6,910,000 12,972,177 Weighted-average price per share (2) $ 192.10 $ 200.84 $ 175.08 $ 203.08 Amount of repurchase (in millions) (2) $ 342 $ 1,555 $ 1,210 $ 2,635 (1) Includes shares repurchased but not yet canceled at quarter end. (2) Includes brokerage fees.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted-Average Fair Value Assumptions	The weighted average fair value assumptions were approximately: For the nine months ended September 30, 2016 Grant price $165.55 Expected option life (years) (1) 5.25 Risk-free interest rate (2) 1.21% Expected stock price volatility (3) 26.58% Expected annual dividends per share (4) $1.40 Expected forfeiture rate (5) 2.0% Weighted-average grant date fair value per regular options granted during the period $38.98 (1) Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour, or when available, specific expectations regarding future exercise behaviour, were used to estimate the expected life of the option. (2) Based on the implied yield available on zero-coupon government issues with an equivalent remaining term at the time of the grant. (3) Based on the historical stock price volatility of the Company’s stock over a period commensurate with the expected term of the option. (4) Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option. On April 20, 2016, the Company announced an increase in its quarterly dividend to $0.50 per share, representing $2.00 on an annual basis. (5) The Company estimated forfeitures based on past experience. This rate is monitored on a periodic basis.

Pensions and Other Benefits (Ta

Pensions and Other Benefits (Tables)	9 Months Ended
	Sep. 30, 2016
Compensation and Retirement Disclosure [Abstract]
Net Periodic Benefit Cost for Defined Benefit Pension Plans and Other Benefits	For the three months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2016 2015 2016 2015 Current service cost (benefits earned by employees in the period) $ 26 $ 31 $ 2 $ 3 Interest cost on benefit obligation 117 116 6 6 Expected return on fund assets (211 ) (201 ) — — Recognized net actuarial loss 48 66 1 — Amortization of prior service costs (2 ) (2 ) — — Net periodic (recovery) benefit cost $ (22 ) $ 10 $ 9 $ 9 For the nine months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2016 2015 2016 2015 Current service cost (benefits earned by employees in the period) $ 79 $ 95 $ 8 $ 9 Interest cost on benefit obligation 350 347 16 16 Expected return on fund assets (634 ) (614 ) — — Recognized net actuarial loss 143 198 3 2 Amortization of prior service costs (5 ) (5 ) — — Net periodic (recovery) benefit cost $ (67 ) $ 21 $ 27 $ 27

Condensed Consolidating Finan29

Condensed Consolidating Financial Information (Tables)	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interim Condensed Consolidating Statements of Income	Interim Condensed Consolidating Statements of Income For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,078 $ 432 $ — $ 1,510 Non-freight — 35 95 (86 ) 44 Total revenues — 1,113 527 (86 ) 1,554 Operating expenses Compensation and benefits — 181 111 2 294 Fuel — 111 27 — 138 Materials — 30 6 3 39 Equipment rents — 48 (5 ) — 43 Depreciation and amortization — 102 53 — 155 Purchased services and other — 170 149 (91 ) 228 Total operating expenses — 642 341 (86 ) 897 Operating income — 471 186 — 657 Less: Other income and charges 12 61 (2 ) — 71 Net interest (income) expense (9 ) 131 (6 ) — 116 (Loss) income before income tax expense and equity in net earnings of subsidiaries (3 ) 279 194 — 470 Less: Income tax expense 9 73 41 — 123 Add: Equity in net earnings of subsidiaries 359 153 — (512 ) — Net income $ 347 $ 359 $ 153 $ (512 ) $ 347 Interim Condensed Consolidating Statements of Income For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,127 $ 540 $ — $ 1,667 Non-freight — 33 91 (82 ) 42 Total revenues — 1,160 631 (82 ) 1,709 Operating expenses Compensation and benefits — 251 101 — 352 Fuel — 122 40 — 162 Materials — 38 9 — 47 Equipment rents — 44 (2 ) — 42 Depreciation and amortization — 102 47 — 149 Purchased services and other — 179 175 (82 ) 272 Gain on sale of Delaware & Hudson South — — (68 ) — (68 ) Total operating expenses — 736 302 (82 ) 956 Operating income — 424 329 — 753 Less: Other income and charges 29 162 (23 ) — 168 Net interest (income) expense (3 ) 119 (13 ) — 103 (Loss) income before income tax expense and equity in net earnings of subsidiaries (26 ) 143 365 — 482 Less: Income tax (recovery) expense (4 ) 50 113 — 159 Add: Equity in net earnings of subsidiaries 345 252 — (597 ) — Net income $ 323 $ 345 $ 252 $ (597 ) $ 323 Interim Condensed Consolidating Statements of Income For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 3,182 $ 1,282 $ — $ 4,464 Non-freight — 101 289 (259 ) 131 Total revenues — 3,283 1,571 (259 ) 4,595 Operating expenses Compensation and benefits — 563 339 5 907 Fuel — 317 77 — 394 Materials — 95 24 14 133 Equipment rents — 155 (23 ) — 132 Depreciation and amortization — 316 162 — 478 Purchased services and other — 499 469 (278 ) 690 Total operating expenses — 1,945 1,048 (259 ) 2,734 Operating income — 1,338 523 — 1,861 Less: Other income and charges (61 ) (89 ) 31 — (119 ) Net interest expense (income) — 373 (18 ) — 355 Income before income tax expense and equity in net earnings of subsidiaries 61 1,054 510 — 1,625 Less: Income tax expense 12 254 144 — 410 Add: Equity in net earnings of subsidiaries 1,166 366 — (1,532 ) — Net income $ 1,215 $ 1,166 $ 366 $ (1,532 ) $ 1,215 Interim Condensed Consolidating Statements of Income For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 3,377 $ 1,530 $ — $ 4,907 Non-freight — 96 270 (248 ) 118 Total revenues — 3,473 1,800 (248 ) 5,025 Operating expenses Compensation and benefits — 711 327 — 1,038 Fuel — 417 125 — 542 Materials — 116 28 — 144 Equipment rents — 132 (2 ) — 130 Depreciation and amortization — 306 134 — 440 Purchased services and other — 513 523 (248 ) 788 Gain on sale of Delaware & Hudson South — — (68 ) — (68 ) Total operating expenses — 2,195 1,067 (248 ) 3,014 Operating income — 1,278 733 — 2,011 Less: Other income and charges 44 240 (48 ) — 236 Net interest (income) expense (3 ) 313 (38 ) — 272 (Loss) income before income tax expense and equity in net earnings of subsidiaries (41 ) 725 819 — 1,503 Less: Income tax (recovery) expense (6 ) 210 266 — 470 Add: Equity in net earnings of subsidiaries 1,068 553 — (1,621 ) — Net income $ 1,033 $ 1,068 $ 553 $ (1,621 ) $ 1,033
Interim Condensed Consolidating Statements of Comprehensive Income	Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 347 $ 359 $ 153 $ (512 ) $ 347 Net (loss) gain in foreign currency translation — (70 ) 63 — (7 ) Change in derivatives designated as cash flow — 1 — — 1 Change in pension and post-retirement defined — 45 2 — 47 Other comprehensive (loss) income before — (24 ) 65 — 41 Income tax expense on above items — (3 ) — — (3 ) Equity accounted investments 38 65 — (103 ) — Other comprehensive income 38 38 65 (103 ) 38 Comprehensive income $ 385 $ 397 $ 218 $ (615 ) $ 385 Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 323 $ 345 $ 252 $ (597 ) $ 323 Net (loss) gain in foreign currency translation — (291 ) 258 — (33 ) Change in derivatives designated as cash flow — (45 ) — — (45 ) Change in pension and post-retirement defined benefit plans — 64 1 — 65 Other comprehensive (loss) income before income taxes — (272 ) 259 — (13 ) Income tax recovery on above items — 33 — — 33 Equity accounted investments 20 259 — (279 ) — Other comprehensive income 20 20 259 (279 ) 20 Comprehensive income $ 343 $ 365 $ 511 $ (876 ) $ 343 Interim Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 1,215 $ 1,166 $ 366 $ (1,532 ) $ 1,215 Net gain (loss) in foreign currency translation — 260 (227 ) — 33 Change in derivatives designated as cash flow — (75 ) — — (75 ) Change in pension and post-retirement defined — 131 6 — 137 Other comprehensive income (loss) before income taxes — 316 (221 ) — 95 Income tax expense on above items — (49 ) (2 ) — (51 ) Equity accounted investments 44 (223 ) — 179 — Other comprehensive income (loss) 44 44 (223 ) 179 44 Comprehensive income $ 1,259 $ 1,210 $ 143 $ (1,353 ) $ 1,259 Interim Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 1,033 $ 1,068 $ 553 $ (1,621 ) $ 1,033 Net (loss) gain in foreign currency translation — (589 ) 526 — (63 ) Change in derivatives designated as cash flow — (78 ) — — (78 ) Change in pension and post-retirement defined benefit plans — 198 5 — 203 Other comprehensive (loss) income before income taxes — (469 ) 531 — 62 Income tax recovery (expense) on above items — 46 (2 ) — 44 Equity accounted investments 106 529 — (635 ) — Other comprehensive income 106 106 529 (635 ) 106 Comprehensive income $ 1,139 $ 1,174 $ 1,082 $ (2,256 ) $ 1,139
Interim Condensed Consolidating Balance Sheets	Interim Condensed Consolidating Balance Sheets As at September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Assets Current assets Cash and cash equivalents $ — $ 24 $ 79 $ — $ 103 Accounts receivable, net — 435 170 — 605 Accounts receivable, inter-company 88 106 163 (357 ) — Short-term advances to affiliates 500 798 3,892 (5,190 ) — Materials and supplies — 160 32 — 192 Other current assets — 42 22 — 64 588 1,565 4,358 (5,547 ) 964 Long-term advances to affiliates — — 91 (91 ) — Investments — 28 141 — 169 Investments in subsidiaries 8,547 9,973 — (18,520 ) — Properties — 8,695 7,687 — 16,382 Goodwill and intangible assets — — 198 — 198 Pension asset — 1,638 — — 1,638 Other assets 1 51 18 — 70 Deferred income taxes 5 — — (5 ) — Total assets $ 9,141 $ 21,950 $ 12,493 $ (24,163 ) $ 19,421 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 84 $ 880 $ 282 $ — $ 1,246 Accounts payable, inter-company 14 247 96 (357 ) — Short-term advances from affiliates 4,373 808 9 (5,190 ) — Long-term debt maturing within one year — 391 — — 391 4,471 2,326 387 (5,547 ) 1,637 Pension and other benefit liabilities — 680 76 — 756 Long-term advances from affiliates — 91 — (91 ) — Other long-term liabilities — 149 131 — 280 Long-term debt — 8,434 54 — 8,488 Deferred income taxes 1 1,723 1,872 (5 ) 3,591 Total liabilities 4,472 13,403 2,520 (5,643 ) 14,752 Shareholders’ equity Share capital 2,000 1,037 5,854 (6,891 ) 2,000 Additional paid-in capital 43 1,634 419 (2,053 ) 43 Accumulated other comprehensive (loss) income (1,433 ) (1,433 ) 612 821 (1,433 ) Retained earnings 4,059 7,309 3,088 (10,397 ) 4,059 4,669 8,547 9,973 (18,520 ) 4,669 Total liabilities and shareholders’ equity $ 9,141 $ 21,950 $ 12,493 $ (24,163 ) $ 19,421 Condensed Consolidating Balance Sheets As at December 31, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Assets Current assets Cash and cash equivalents $ — $ 502 $ 148 $ — $ 650 Accounts receivable, net — 452 193 — 645 Accounts receivable, inter-company 59 105 265 (429 ) — Short-term advances to affiliates — 75 3,483 (3,558 ) — Materials and supplies — 154 34 — 188 Other current assets — 37 17 — 54 59 1,325 4,140 (3,987 ) 1,537 Long-term advances to affiliates 501 207 376 (1,084 ) — Investments — 22 130 — 152 Investments in subsidiaries 7,518 9,832 — (17,350 ) — Properties — 8,481 7,792 — 16,273 Goodwill and intangible assets — 3 208 — 211 Pension asset — 1,401 — — 1,401 Other assets — 55 8 — 63 Deferred income taxes 25 — — (25 ) — Total assets $ 8,103 $ 21,326 $ 12,654 $ (22,446 ) $ 19,637 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 54 $ 1,122 $ 241 $ — $ 1,417 Accounts payable, inter-company — 325 104 (429 ) — Short-term advances from affiliates 3,253 230 75 (3,558 ) — Long-term debt maturing within one year — 24 6 — 30 3,307 1,701 426 (3,987 ) 1,447 Pension and other benefit liabilities — 676 82 — 758 Long-term advances from affiliates — 877 207 (1,084 ) — Other long-term liabilities — 186 132 — 318 Long-term debt — 8,863 64 — 8,927 Deferred income taxes — 1,505 1,911 (25 ) 3,391 Total liabilities 3,307 13,808 2,822 (5,096 ) 14,841 Shareholders’ equity Share capital 2,058 1,037 5,465 (6,502 ) 2,058 Additional paid-in capital 43 1,568 613 (2,181 ) 43 Accumulated other comprehensive (loss) income (1,477 ) (1,477 ) 840 637 (1,477 ) Retained earnings 4,172 6,390 2,914 (9,304 ) 4,172 4,796 7,518 9,832 (17,350 ) 4,796 Total liabilities and shareholders’ equity $ 8,103 $ 21,326 $ 12,654 $ (22,446 ) $ 19,637
Interim Condensed Consolidating Statements of Cash Flows	Interim Condensed Consolidating Statements of Cash Flows For the three months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 84 $ 406 $ 229 $ (128 ) $ 591 Investing activities Additions to properties — (238 ) (56 ) — (294 ) Proceeds from sale of properties and other assets — 6 10 — 16 Advances to affiliates — (275 ) (123 ) 398 — Repayment of advances to affiliates — 14 — (14 ) — Capital contributions to affiliates — (46 ) — 46 — Cash used in investing activities — (539 ) (169 ) 430 (278 ) Financing activities Dividends paid (75 ) (75 ) (53 ) 128 (75 ) Issuance of share capital — — 46 (46 ) — Issuance of CP Common Shares 5 — — — 5 Purchase of CP Common Shares (412 ) — — — (412 ) Repayment of long-term debt, excluding commercial paper — (5 ) (7 ) — (12 ) Net issuance of commercial paper — 190 — — 190 Advances from affiliates 398 — — (398 ) — Repayment of advances from affiliates — — (14 ) 14 — Cash (used in) provided by financing activities (84 ) 110 (28 ) (302 ) (304 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — — 2 — 2 Cash position (Decrease) increase in cash and cash equivalents — (23 ) 34 — 11 Cash and cash equivalents at beginning of period — 47 45 — 92 Cash and cash equivalents at end of period $ — $ 24 $ 79 $ — $ 103 Interim Condensed Consolidating Statements of Cash Flows For the three months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 60 $ 482 $ 257 $ (103 ) $ 696 Investing activities Additions to properties — (268 ) (181 ) — (449 ) Proceeds from the sale of Delaware & Hudson South — — 281 — 281 Proceeds from sale of properties and other assets — 12 1 — 13 Advances to affiliates — (1,174 ) (646 ) 1,820 — Repayment of advances to affiliates — 33 — (33 ) — Capital contributions to affiliates — (329 ) — 329 — Other — (7 ) (1 ) — (8 ) Cash used in investing activities — (1,733 ) (546 ) 2,116 (163 ) Financing activities Dividends paid (57 ) (57 ) (46 ) 103 (57 ) Issuance of share capital — — 329 (329 ) — Issuance of CP Common Shares 5 — — — 5 Purchase of CP Common Shares (1,523 ) — — — (1,523 ) Issuance of long-term debt, excluding commercial paper — 2,601 — — 2,601 Repayment of long-term debt, excluding commercial paper — (423 ) (9 ) — (432 ) Net repayment of commercial paper — (669 ) — — (669 ) Advances from affiliates 1,515 — 305 (1,820 ) — Repayment of advances from affiliates — — (33 ) 33 — Cash (used in) provided by financing activities (60 ) 1,452 546 (2,013 ) (75 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — 14 4 — 18 Cash position Increase in cash and cash equivalents — 215 261 — 476 Cash and cash equivalents at beginning of period — 139 46 — 185 Cash and cash equivalents at end of period $ — $ 354 $ 307 $ — $ 661 Interim Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2016 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 182 $ 831 $ 646 $ (338 ) $ 1,321 Investing activities Additions to properties — (576 ) (326 ) — (902 ) Proceeds from sale of properties and other assets — 74 13 — 87 Advances to affiliates — (792 ) (408 ) 1,200 — Repayment of advances to affiliates — 222 — (222 ) — Capital contributions to affiliates — (403 ) — 403 — Repurchase of share capital from affiliates — 6 — (6 ) — Other — — (2 ) — (2 ) Cash used in investing activities — (1,469 ) (723 ) 1,375 (817 ) Financing activities Dividends paid (182 ) (182 ) (156 ) 338 (182 ) Return of share capital to affiliates — — (6 ) 6 — Issuance of share capital — — 403 (403 ) — Issuance of CP Common Shares 14 — — — 14 Purchase of CP Common Shares (1,200 ) — — — (1,200 ) Repayment of long-term debt, excluding commercial paper — (16 ) (14 ) — (30 ) Net issuance of commercial paper — 366 — — 366 Advances from affiliates 1,186 — 14 (1,200 ) — Repayment of advances from affiliates — — (222 ) 222 — Other financing activities — (3 ) — — (3 ) Cash (used in) provided by financing activities (182 ) 165 19 (1,037 ) (1,035 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — (5 ) (11 ) — (16 ) Cash position Decrease in cash and cash equivalents — (478 ) (69 ) — (547 ) Cash and cash equivalents at beginning of period — 502 148 — 650 Cash and cash equivalents at end of period $ — $ 24 $ 79 $ — $ 103 Interim Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2015 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Cash provided by operating activities $ 175 $ 1,306 $ 673 $ (318 ) $ 1,836 Investing activities Additions to properties — (571 ) (496 ) — (1,067 ) Proceeds from the sale of Delaware & Hudson South — — 281 — 281 Proceeds from sale of properties and other assets — 71 2 — 73 Advances to affiliates (500 ) (2,110 ) (1,375 ) 3,985 — Repayment of advances to affiliates — 33 — (33 ) — Capital contributions to affiliates — (946 ) — 946 — Other — 7 (2 ) — 5 Cash used in investing activities (500 ) (3,516 ) (1,590 ) 4,898 (708 ) Financing activities Dividends paid (172 ) (172 ) (146 ) 318 (172 ) Issuance of share capital — — 946 (946 ) — Issuance of CP Common Shares 32 — — — 32 Purchase of CP Common Shares (2,595 ) — — — (2,595 ) Issuance of long-term debt, excluding commercial paper — 3,411 — — 3,411 Repayment of long-term debt, excluding commercial paper — (447 ) (52 ) — (499 ) Net repayment of commercial paper — (893 ) — — (893 ) Advances from affiliates 3,060 500 425 (3,985 ) — Repayment of advances from affiliates — — (33 ) 33 — Cash provided by (used in) financing activities 325 2,399 1,140 (4,580 ) (716 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — 13 10 — 23 Cash position Increase in cash and cash equivalents — 202 233 — 435 Cash and cash equivalents at beginning of period — 152 74 — 226 Cash and cash equivalents at end of period $ — $ 354 $ 307 $ — $ 661

Changes in Accumulated Other 30

Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component - Changes in AOCL by Component (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance			CAD 4,796	CAD 5,610
Ending balance	CAD 4,669	CAD 3,992	4,669	3,992
Total [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance	(1,471)	(2,133)	(1,477)	(2,219)
Other comprehensive income (loss) before reclassifications	2	(28)	(64)	(39)
Amounts reclassified from accumulated other comprehensive loss	36	48	108	145
Net current-period other comprehensive income	38	20	44	106
Ending balance	(1,433)	(2,113)	(1,433)	(2,113)
Foreign currency net of hedging activities [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance	124	125	129	115
Other comprehensive income (loss) before reclassifications	2	6	(3)	16
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Net current-period other comprehensive income	2	6	(3)	16
Ending balance	126	131	126	131
Derivatives and other [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance	(157)	(77)	(102)	(52)
Other comprehensive income (loss) before reclassifications	(1)	(34)	(60)	(60)
Amounts reclassified from accumulated other comprehensive loss	2	2	6	3
Net current-period other comprehensive income	1	(32)	(54)	(57)
Ending balance	(156)	(109)	(156)	(109)
Pension and post-retirement defined benefit plans [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance	(1,438)	(2,181)	(1,504)	(2,282)
Other comprehensive income (loss) before reclassifications	1	0	(1)	5
Amounts reclassified from accumulated other comprehensive loss	34	46	102	142
Net current-period other comprehensive income	35	46	101	147
Ending balance	CAD (1,403)	CAD (2,135)	CAD (1,403)	CAD (2,135)

Changes in Accumulated Other 31

Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component - Amounts in Pension and Post-Retirement Defined Benefit Plans Reclassified from AOCL (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Total before tax [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from AOCL	CAD 47	CAD 65	CAD 141	CAD 196
Income tax recovery	(13)	(19)	(39)	(54)
Net of income tax	34	46	102	142
Amortization of prior service costs [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from AOCL	(2)	(2)	(5)	(5)
Recognition of net actuarial loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from AOCL	CAD 49	CAD 67	CAD 146	CAD 201

Gain on Sale of Properties - Ga

Gain on Sale of Properties - Gain on Sale of Arbutus Corridor (Details) - CAD CAD in Millions	1 Months Ended	3 Months Ended			9 Months Ended
	Mar. 31, 2016	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Sep. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale before tax		CAD 0		CAD 68	CAD 68
Arbutus Corridor [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale	CAD 55
Gain on sale before tax			CAD 50
Gain on sale after tax			CAD 43

Gain on Sale of Properties - 33

Gain on Sale of Properties - Gain on Settlement of Legal Proceedings Related to the Purchase and Sale of a Building (Details) - CAD CAD in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Discontinued Operations and Disposal Groups [Abstract]
Amount of interest free loan					CAD 20
Carrying value of purchase option					CAD 8
Proceeds from sale of building			CAD 59
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax			31
Gain on sale of building, before tax	CAD 0	CAD 68		CAD 68
Gain on sale of building, after tax			CAD 27

Other Income and Charges (Detai

Other Income and Charges (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Other Income and Expenses [Abstract]
Foreign exchange loss on long-term debt	CAD 46	CAD 128	CAD (153)	CAD 182
Other foreign exchange (gains) losses	2	(10)	(5)	(4)
Redemption Premium	0	47	0	47
Legal Fees	25	0	25	0
Other	(2)	3	14	11
Total other income and charges	CAD 71	CAD 168	CAD (119)	CAD 236

Income Taxes - Summary of Incom

Income Taxes - Summary of Income Tax Expense (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Current income tax expense	CAD 73	CAD 159	CAD 177	CAD 364
Deferred income tax expense	50	0	233	106
Income tax expense	CAD 123	CAD 159	CAD 410	CAD 470

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate	25.17%	27.50%	26.50%	27.50%
Effective tax rate	26.23%	32.92%	25.26%	31.28%

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Line Items]
Number of shares outstanding (shares)	146,300,000	153,800,000	146,300,000	153,800,000
Stock Options [Member]
Earnings Per Share [Line Items]
Number of options excluded from the computation of diluted earnings per share (shares)	331,553	364,014	405,851	179,988

Earnings Per Share - Number of

Earnings Per Share - Number of Shares Used in Earnings Per Share Calculations (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Weighted average basic shares outstanding (shares)	147.3	157.6	150.7	162
Dilutive effect of weighted average number of stock options (shares)	1	1.1	0.9	1.3
Weighted average diluted shares outstanding (shares)	148.3	158.7	151.6	163.3

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility (Details) $ in Billions	Jun. 28, 2016USD ($)
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 2
Five Year Portion [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	1
One Year Plus One Year Term Out Portion [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	1
Commercial Paper [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 1

Debt - Commercial Paper Program

Debt - Commercial Paper Program (Details) $ in Millions	3 Months Ended
	Sep. 30, 2016CAD	Sep. 30, 2016USD ($)	Jun. 28, 2016USD ($)	Dec. 31, 2015CAD
Cash and Cash Equivalents [Line Items]
Short-term Debt, Weighted Average Interest Rate	0.75%	0.75%
Commercial Paper [Member]
Cash and Cash Equivalents [Line Items]
Line of Credit Facility, Current Borrowing Capacity			$ 1,000
Long-term Debt, Current Maturities	CAD 367,000,000	$ 280		CAD 0
Debt instrument maturity	less than 90 days
One Year Plus One Year Term Out Portion [Member]
Cash and Cash Equivalents [Line Items]
Line of Credit Facility, Current Borrowing Capacity			$ 1,000

Shareholders Equity - Narrative

Shareholders Equity - Narrative (Details) shares in Thousands	Apr. 20, 2016shares
Normal Course Issuer Bid (NCIB) [Member]
Repurchase, for cancellation, outstanding Common Shares (shares)	6,910

Shareholders' Equity - Activiti

Shareholders' Equity - Activities Under Shares Repurchase Program (Detail) - CAD CAD / shares in Units, CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Stockholders' Equity [Abstract]
Stock Repurchased and Retired During Period, Shares	1,782,200	7,738,489	6,910,000	12,972,177
Weighted-average price per share (in dollars per share)	CAD 192.10	CAD 200.84	CAD 175.08	CAD 203.08
Payments for Repurchase of Common Stock	CAD 342	CAD 1,555	CAD 1,210	CAD 2,635

Financial Instruments (Details)

Financial Instruments (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016CAD	Sep. 30, 2015CAD	Sep. 30, 2016CAD	Sep. 30, 2015CAD	Jun. 30, 2016USD ($)	Dec. 31, 2015CAD	Dec. 31, 2014USD ($)
Schedule of Investments [Line Items]
Fair value	CAD 10,553,000,000		CAD 10,553,000,000			CAD 9,750,000,000
Gain (loss) on effective portion of derivative instrument designated as hedge	0	CAD (45,000,000)	(82,000,000)	CAD (82,000,000)
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Gain), Effective Portion	0	46,000,000	84,000,000	85,000,000
Derivative losses amortized to net interest expense			11,000,000
Accounts Payable and Accrued Liabilities [Member]
Schedule of Investments [Line Items]
Derivative, Net Liability Position, Aggregate Fair Value	144,000,000		144,000,000			60,000,000
Net Interest Expense [Member]
Schedule of Investments [Line Items]
Derivative Instruments, Loss Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing	0	1,000,000	2,000,000	3,000,000
Amortized Net Interest Expensed [Member]
Schedule of Investments [Line Items]
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	3,000,000	1,000,000	8,000,000	4,000,000
Forward Starting Interest Rate Swaps [Member]
Schedule of Investments [Line Items]
Floating-to-fixed interest rate swap agreements | $					$ 700		$ 700
Net Investment Hedging [Member]
Schedule of Investments [Line Items]
Gain (loss) on effective portion of derivative instrument designated as hedge	(72,000,000)	CAD (291,000,000)	260,000,000	CAD (589,000,000)
Ineffectiveness			0
Reported Value Measurement [Member]
Schedule of Investments [Line Items]
Carrying value	CAD 8,879,000,000		CAD 8,879,000,000			CAD 8,957,000,000

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - CAD CAD / shares in Units, CAD in Millions	Apr. 20, 2016	Dec. 31, 2015	Dec. 31, 2015	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2016
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock-based compensation expense				CAD 31		CAD 21	CAD 46	CAD 45
Number of options issued (shares)							402,331
Weighted average of options issued (in CAD per share)							CAD 38.98
Expected quarterly dividends per share (in CAD per share)	CAD 0.50						1.40
Stock Options [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Weighted average of options issued (in CAD per share)							CAD 165.55
Expiration period							10 years
Grant price							CAD 16
Stock Options [Member] | Minimum [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period							12 months
Stock Options [Member] | Maximum [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period							48 months
Performance Share Units [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Units issued (shares)							147,157
Grant date fair value							CAD 24
PSU payout threshold		200.00%	200.00%
PSU meeting threshold requirements (shares)		300,095	300,095
PSU payout		CAD 79			CAD 31
Number of PSUs exercised (shares)		217,179			83,563
Number of trading days			30 days
Deferred Share Units [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period							48 months
Company granted DSUs (shares)							27,400
Grant date fair value							CAD 5
Annual [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Expected quarterly dividends per share (in CAD per share)									CAD 2

Stock-Based Compensation - Weig

Stock-Based Compensation - Weighted-Average Fair Value Assumptions (Details) - CAD / shares	Apr. 20, 2016	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of options granted during the year (in CAD per share)		CAD 38.98
Expected option life (years)		5 years 3 months
Risk-free interest rate		1.21%
Expected stock price volatility		26.58%
Expected annual dividends per share (in CAD per share)	CAD 0.50	CAD 1.40
Estimated forfeiture rate		2.00%
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of options granted during the year (in CAD per share)		CAD 165.55

Pensions and Other Benefits - N

Pensions and Other Benefits - Narrative (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Contributions made by the company	CAD 4	CAD 20	CAD 38	CAD 61

Pensions and Other Benefits -47

Pensions and Other Benefits - Net Periodic Benefit Cost for DB Pension Plans and Other Benefits (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pensions [Member]
Defined Benefit Plan Disclosure [Line Items]
Current service cost (benefits earned by employees in the period)	CAD 26	CAD 31	CAD 79	CAD 95
Interest cost on benefit obligation	117	116	350	347
Expected return on fund assets	(211)	(201)	(634)	(614)
Recognized net actuarial loss	48	66	143	198
Amortization of prior service costs	(2)	(2)	(5)	(5)
Net periodic (recovery) benefit cost	(22)	10	(67)	21
Other benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Current service cost (benefits earned by employees in the period)	2	3	8	9
Interest cost on benefit obligation	6	6	16	16
Expected return on fund assets	0	0	0	0
Recognized net actuarial loss	1	0	3	2
Amortization of prior service costs	0	0	0	0
Net periodic (recovery) benefit cost	CAD 9	CAD 9	CAD 27	CAD 27

Contingencies - Legal Proceedin

Contingencies - Legal Proceedings (Details) CAD in Millions	Jul. 11, 2016CADclaim	Jul. 05, 2016CAD	Jul. 04, 2016CADclaim	Apr. 12, 2016CAD	Jul. 06, 2015CAD	Sep. 30, 2016CADclaim
Claimed loss or damages as a result of derailment [Member]
Commitments and Contingencies Disclosure [Line Items]
Settlement amounts						CAD 440
Number of notices for claims of damage to cargo | claim						2
Province of Quebec [Member] | Lac-Megantic Rail Accident [Member]
Commitments and Contingencies Disclosure [Line Items]
Value of damages sought					CAD 409
Quebec Minister of Sustainable Development and Environment [Member] | Lac-Megantic Rail Accident [Member]
Commitments and Contingencies Disclosure [Line Items]
Value of damages sought		CAD 95
Initial 8 Insurers [Member] | Lac-Megantic Rail Accident [Member] | Subrogated Insurance Claim [Member]
Commitments and Contingencies Disclosure [Line Items]
Value of damages sought			CAD 16
Number of notices for claims of damage to cargo | claim			8
Additional 2 Insurers [Member] | Lac-Megantic Rail Accident [Member] | Subrogated Insurance Claim [Member]
Commitments and Contingencies Disclosure [Line Items]
Value of damages sought	CAD 3
Number of notices for claims of damage to cargo | claim	2
The “WD Trustee” [Member] | Lac-Megantic Rail Accident [Member] | Lost Lading Loss Recovery [Member]
Commitments and Contingencies Disclosure [Line Items]
Value of damages sought				CAD 6
World Fuel Entities [Member] | Lac-Megantic Rail Accident [Member]
Commitments and Contingencies Disclosure [Line Items]
Settlement amounts				110
Irving Oil [Member] | MMA Bankruptcy Estate [Member] | Lac-Megantic Rail Accident [Member]
Commitments and Contingencies Disclosure [Line Items]
Settlement amounts				CAD 60

Contingencies - Environmental L

Contingencies - Environmental Liabilities (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Site Contingency [Line Items]
Total amount provided for provisions for environmental remediation costs	CAD 85		CAD 85		CAD 93
Term for expected payments to be made			10 years
Purchased Services and Other [Member]
Site Contingency [Line Items]
Environmental remediation expense	CAD 1	CAD 1	CAD 3	CAD 7

Condensed Consolidating Finan50

Condensed Consolidating Financial Information - Interim Condensed Consolidating Statements of Income (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues
Freight	CAD 1,510	CAD 1,667	CAD 4,464	CAD 4,907
Non-freight	44	42	131	118
Total revenues	1,554	1,709	4,595	5,025
Operating expenses
Compensation and benefits	294	352	907	1,038
Fuel	138	162	394	542
Materials	39	47	133	144
Equipment rents	43	42	132	130
Depreciation and amortization	155	149	478	440
Purchased services and other	228	272	690	788
Gain (Loss) on Disposition of Property Plant Equipment	0	(68)		(68)
Total operating expenses	897	956	2,734	3,014
Operating income	657	753	1,861	2,011
Less:
Other income and charges	71	168	(119)	236
Net interest (income) expense	116	103	355	272
Income before income tax expense	470	482	1,625	1,503
Less: Income tax (recovery) expense	123	159	410	470
Add: Equity in net earnings of subsidiaries	0	0	0	0
Net income	347	323	1,215	1,033
Consolidating Adjustments and Eliminations [Member]
Revenues
Freight	0	0	0	0
Non-freight	(86)	(82)	(259)	(248)
Total revenues	(86)	(82)	(259)	(248)
Operating expenses
Compensation and benefits	2	0	5	0
Fuel	0	0	0	0
Materials	3	0	14	0
Equipment rents	0	0	0	0
Depreciation and amortization	0	0	0	0
Purchased services and other	(91)	(82)	(278)	(248)
Gain (Loss) on Disposition of Property Plant Equipment		0		0
Total operating expenses	(86)	(82)	(259)	(248)
Operating income	0	0	0	0
Less:
Other income and charges	0	0	0	0
Net interest (income) expense	0	0	0	0
Income before income tax expense	0	0	0	0
Less: Income tax (recovery) expense	0	0	0	0
Add: Equity in net earnings of subsidiaries	(512)	(597)	(1,532)	(1,621)
Net income	(512)	(597)	(1,532)	(1,621)
CPRL (Parent Guarantor) [Member]
Revenues
Freight	0	0	0	0
Non-freight	0	0	0	0
Total revenues	0	0	0	0
Operating expenses
Compensation and benefits	0	0	0	0
Fuel	0	0	0	0
Materials	0	0	0	0
Equipment rents	0	0	0	0
Depreciation and amortization	0	0	0	0
Purchased services and other	0	0	0	0
Gain (Loss) on Disposition of Property Plant Equipment		0		0
Total operating expenses	0	0	0	0
Operating income	0	0	0	0
Less:
Other income and charges	12	29	(61)	44
Net interest (income) expense	(9)	(3)	0	(3)
Income before income tax expense	(3)	(26)	61	(41)
Less: Income tax (recovery) expense	9	(4)	12	(6)
Add: Equity in net earnings of subsidiaries	359	345	1,166	1,068
Net income	347	323	1,215	1,033
CPRC (Subsidiary Issuer) [Member]
Revenues
Freight	1,078	1,127	3,182	3,377
Non-freight	35	33	101	96
Total revenues	1,113	1,160	3,283	3,473
Operating expenses
Compensation and benefits	181	251	563	711
Fuel	111	122	317	417
Materials	30	38	95	116
Equipment rents	48	44	155	132
Depreciation and amortization	102	102	316	306
Purchased services and other	170	179	499	513
Gain (Loss) on Disposition of Property Plant Equipment		0		0
Total operating expenses	642	736	1,945	2,195
Operating income	471	424	1,338	1,278
Less:
Other income and charges	61	162	(89)	240
Net interest (income) expense	131	119	373	313
Income before income tax expense	279	143	1,054	725
Less: Income tax (recovery) expense	73	50	254	210
Add: Equity in net earnings of subsidiaries	153	252	366	553
Net income	359	345	1,166	1,068
Non-Guarantor Subsidiaries [Member]
Revenues
Freight	432	540	1,282	1,530
Non-freight	95	91	289	270
Total revenues	527	631	1,571	1,800
Operating expenses
Compensation and benefits	111	101	339	327
Fuel	27	40	77	125
Materials	6	9	24	28
Equipment rents	(5)	(2)	(23)	(2)
Depreciation and amortization	53	47	162	134
Purchased services and other	149	175	469	523
Gain (Loss) on Disposition of Property Plant Equipment		(68)		(68)
Total operating expenses	341	302	1,048	1,067
Operating income	186	329	523	733
Less:
Other income and charges	(2)	(23)	31	(48)
Net interest (income) expense	(6)	(13)	(18)	(38)
Income before income tax expense	194	365	510	819
Less: Income tax (recovery) expense	41	113	144	266
Add: Equity in net earnings of subsidiaries	0	0	0	0
Net income	CAD 153	CAD 252	CAD 366	CAD 553

Condensed Consolidating Finan51

Condensed Consolidating Financial Information - Interim Condensed Consolidating Statements of Comprehensive Income (Details) - CAD CAD in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Financial Statements, Captions [Line Items]
Net income	CAD 347	CAD 323	CAD 1,215	CAD 1,033
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	(7)	(33)	33	(63)
Change in derivatives designated as cash flow hedges	1	(45)	(75)	(78)
Change in pension and post-retirement defined benefit plans	47	65	137	203
Other comprehensive income (loss) before income taxes	41	(13)	95	62
Income tax expense on above items	(3)	33	(51)	44
Equity accounted investments	0	0	0	0
Other comprehensive (loss) income	38	20	44	106
Comprehensive income	385	343	1,259	1,139
Consolidating Adjustments and Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(512)	(597)	(1,532)	(1,621)
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	0	0	0	0
Change in derivatives designated as cash flow hedges	0	0	0	0
Change in pension and post-retirement defined benefit plans	0	0	0	0
Other comprehensive income (loss) before income taxes	0	0	0	0
Income tax expense on above items	0	0	0	0
Equity accounted investments	(103)	(279)	179	(635)
Other comprehensive (loss) income	(103)	(279)	179	(635)
Comprehensive income	(615)	(876)	(1,353)	(2,256)
CPRL (Parent Guarantor) [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	347	323	1,215	1,033
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	0	0	0	0
Change in derivatives designated as cash flow hedges	0	0	0	0
Change in pension and post-retirement defined benefit plans	0	0	0	0
Other comprehensive income (loss) before income taxes	0	0	0	0
Income tax expense on above items	0	0	0	0
Equity accounted investments	38	20	44	106
Other comprehensive (loss) income	38	20	44	106
Comprehensive income	385	343	1,259	1,139
CPRC (Subsidiary Issuer) [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	359	345	1,166	1,068
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	(70)	(291)	260	(589)
Change in derivatives designated as cash flow hedges	1	(45)	(75)	(78)
Change in pension and post-retirement defined benefit plans	45	64	131	198
Other comprehensive income (loss) before income taxes	(24)	(272)	316	(469)
Income tax expense on above items	(3)	33	(49)	46
Equity accounted investments	65	259	(223)	529
Other comprehensive (loss) income	38	20	44	106
Comprehensive income	397	365	1,210	1,174
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	153	252	366	553
Net (loss) gain in foreign currency translation adjustments, net of hedging activities	63	258	(227)	526
Change in derivatives designated as cash flow hedges	0	0	0	0
Change in pension and post-retirement defined benefit plans	2	1	6	5
Other comprehensive income (loss) before income taxes	65	259	(221)	531
Income tax expense on above items	0	0	(2)	(2)
Equity accounted investments	0	0	0	0
Other comprehensive (loss) income	65	259	(223)	529
Comprehensive income	CAD 218	CAD 511	CAD 143	CAD 1,082

Condensed Consolidating Finan52

Condensed Consolidating Financial Information - Interim Condensed Consolidating Balance Sheets (Details) - CAD CAD in Millions	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	CAD 103	CAD 92	CAD 650	CAD 661	CAD 185	CAD 226
Accounts receivable, net	605		645
Accounts receivable, inter-company	0		0
Short-term advances to affiliates	0		0
Materials and supplies	192		188
Other current assets	64		54
Total current assets	964		1,537
Long-term advances to affiliates	0		0
Investments	169		152
Investments in subsidiaries	0		0
Properties	16,382		16,273
Goodwill and intangible assets	198		211
Pension asset	1,638		1,401
Other assets	70		63
Deferred income taxes	0		0
Total assets	19,421		19,637
Current liabilities
Accounts payable and accrued liabilities	1,246		1,417
Accounts payable, inter-company	0		0
Short-term advances from affiliates	0		0
Long-term debt maturing within one year	391		30
Total current liabilities	1,637		1,447
Pension and other benefit liabilities	756		758
Long-term advances from affiliates	0		0
Other long-term liabilities	280		318
Long-term debt	8,488		8,927
Deferred income taxes	3,591		3,391
Total liabilities	14,752		14,841
Shareholders’ equity
Share capital	2,000		2,058
Additional paid-in capital	43		43
Accumulated other comprehensive (loss) income	(1,433)		(1,477)
Retained earnings	4,059		4,172
Total Shareholders' equity	4,669		4,796	3,992		5,610
Total liabilities and shareholders’ equity	19,421		19,637
Consolidating Adjustments and Eliminations [Member]
Current assets
Cash and cash equivalents	0	0	0	0	0	0
Accounts receivable, net	0		0
Accounts receivable, inter-company	(357)		(429)
Short-term advances to affiliates	(5,190)		(3,558)
Materials and supplies	0		0
Other current assets	0		0
Total current assets	(5,547)		(3,987)
Long-term advances to affiliates	(91)		(1,084)
Investments	0		0
Investments in subsidiaries	(18,520)		(17,350)
Properties	0		0
Goodwill and intangible assets	0		0
Pension asset	0		0
Other assets	0		0
Deferred income taxes	(5)		(25)
Total assets	(24,163)		(22,446)
Current liabilities
Accounts payable and accrued liabilities	0		0
Accounts payable, inter-company	(357)		(429)
Short-term advances from affiliates	(5,190)		(3,558)
Long-term debt maturing within one year	0		0
Total current liabilities	(5,547)		(3,987)
Pension and other benefit liabilities	0		0
Long-term advances from affiliates	(91)		(1,084)
Other long-term liabilities	0		0
Long-term debt	0		0
Deferred income taxes	(5)		(25)
Total liabilities	(5,643)		(5,096)
Shareholders’ equity
Share capital	(6,891)		(6,502)
Additional paid-in capital	(2,053)		(2,181)
Accumulated other comprehensive (loss) income	821		637
Retained earnings	(10,397)		(9,304)
Total Shareholders' equity	(18,520)		(17,350)
Total liabilities and shareholders’ equity	(24,163)		(22,446)
CPRL (Parent Guarantor) [Member]
Current assets
Cash and cash equivalents	0	0	0	0	0	0
Accounts receivable, net	0		0
Accounts receivable, inter-company	88		59
Short-term advances to affiliates	500		0
Materials and supplies	0		0
Other current assets	0		0
Total current assets	588		59
Long-term advances to affiliates	0		501
Investments	0		0
Investments in subsidiaries	8,547		7,518
Properties	0		0
Goodwill and intangible assets	0		0
Pension asset	0		0
Other assets	1		0
Deferred income taxes	5		25
Total assets	9,141		8,103
Current liabilities
Accounts payable and accrued liabilities	84		54
Accounts payable, inter-company	14		0
Short-term advances from affiliates	4,373		3,253
Long-term debt maturing within one year	0		0
Total current liabilities	4,471		3,307
Pension and other benefit liabilities	0		0
Long-term advances from affiliates	0		0
Other long-term liabilities	0		0
Long-term debt	0		0
Deferred income taxes	1		0
Total liabilities	4,472		3,307
Shareholders’ equity
Share capital	2,000		2,058
Additional paid-in capital	43		43
Accumulated other comprehensive (loss) income	(1,433)		(1,477)
Retained earnings	4,059		4,172
Total Shareholders' equity	4,669		4,796
Total liabilities and shareholders’ equity	9,141		8,103
CPRC (Subsidiary Issuer) [Member]
Current assets
Cash and cash equivalents	24	47	502	354	139	152
Accounts receivable, net	435		452
Accounts receivable, inter-company	106		105
Short-term advances to affiliates	798		75
Materials and supplies	160		154
Other current assets	42		37
Total current assets	1,565		1,325
Long-term advances to affiliates	0		207
Investments	28		22
Investments in subsidiaries	9,973		9,832
Properties	8,695		8,481
Goodwill and intangible assets	0		3
Pension asset	1,638		1,401
Other assets	51		55
Deferred income taxes	0		0
Total assets	21,950		21,326
Current liabilities
Accounts payable and accrued liabilities	880		1,122
Accounts payable, inter-company	247		325
Short-term advances from affiliates	808		230
Long-term debt maturing within one year	391		24
Total current liabilities	2,326		1,701
Pension and other benefit liabilities	680		676
Long-term advances from affiliates	91		877
Other long-term liabilities	149		186
Long-term debt	8,434		8,863
Deferred income taxes	1,723		1,505
Total liabilities	13,403		13,808
Shareholders’ equity
Share capital	1,037		1,037
Additional paid-in capital	1,634		1,568
Accumulated other comprehensive (loss) income	(1,433)		(1,477)
Retained earnings	7,309		6,390
Total Shareholders' equity	8,547		7,518
Total liabilities and shareholders’ equity	21,950		21,326
Non-Guarantor Subsidiaries [Member]
Current assets
Cash and cash equivalents	79	CAD 45	148	CAD 307	CAD 46	CAD 74
Accounts receivable, net	170		193
Accounts receivable, inter-company	163		265
Short-term advances to affiliates	3,892		3,483
Materials and supplies	32		34
Other current assets	22		17
Total current assets	4,358		4,140
Long-term advances to affiliates	91		376
Investments	141		130
Investments in subsidiaries	0		0
Properties	7,687		7,792
Goodwill and intangible assets	198		208
Pension asset	0		0
Other assets	18		8
Deferred income taxes	0		0
Total assets	12,493		12,654
Current liabilities
Accounts payable and accrued liabilities	282		241
Accounts payable, inter-company	96		104
Short-term advances from affiliates	9		75
Long-term debt maturing within one year	0		6
Total current liabilities	387		426
Pension and other benefit liabilities	76		82
Long-term advances from affiliates	0		207
Other long-term liabilities	131		132
Long-term debt	54		64
Deferred income taxes	1,872		1,911
Total liabilities	2,520		2,822
Shareholders’ equity
Share capital	5,854		5,465
Additional paid-in capital	419		613
Accumulated other comprehensive (loss) income	612		840
Retained earnings	3,088		2,914
Total Shareholders' equity	9,973		9,832
Total liabilities and shareholders’ equity	CAD 12,493		CAD 12,654

Condensed Consolidating Finan53

Condensed Consolidating Financial Information - Interim Condensed Consolidating Statements of Cash Flows (Details) CAD in Millions, $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2016CAD	Sep. 30, 2015CAD	Sep. 30, 2015USD ($)	Sep. 30, 2016CAD	Sep. 30, 2015CAD
Condensed Financial Statements, Captions [Line Items]
Cash provided by operating activities	CAD 591	CAD 696		CAD 1,321	CAD 1,836
Investing activities
Additions to properties	(294)	(449)		(902)	(1,067)
Proceeds from Sale of Property Held-for-sale	0	281			281
Proceeds from sale of properties and other assets	16	13		87	73
Advances to affiliates	0	0		0	0
Proceeds from Collection of Advance to Affiliate	0	0		0	0
Capital contributions to affiliates	0	0		0	0
Proceeds from (Repurchase of) Equity				0
Other	0	(8)		(2)	5
Cash used in investing activities	(278)	(163)		(817)	(708)
Financing activities
Dividends paid	(75)	(57)		(182)	(172)
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital				0
Issuance of share capital	0	0		0	0
Issuance of CP Common Shares	5	5		14	32
Purchase of CP Common Shares	(412)	(1,523)		(1,200)	(2,595)
Issuance of long-term debt, excluding commercial paper	0	2,601		0	3,411
Repayment of long-term debt, excluding commercial paper	(12)	(432)		(30)	(499)
Proceeds from Contributions from (Payments of Distributions to) Affiliates	0	0		0	0
Repayment Of Advances From Affiliates	0	0		0	0
Other	0	0		(3)	0
Net repayment of commercial paper	190	(669)		366	(893)
Cash used in financing activities	(304)	(75)		(1,035)	(716)
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	2	18		(16)	23
Cash position
Increase (decrease) in cash and cash equivalents	11	476		(547)	435
Cash and cash equivalents at beginning of period	92	185		650	226
Cash and cash equivalents at end of period	103	661		103	661
Consolidating Adjustments and Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Cash provided by operating activities	(128)	(103)		(338)	(318)
Investing activities
Additions to properties	0	0		0	0
Proceeds from Sale of Property Held-for-sale			$ 0		0
Proceeds from sale of properties and other assets	0	0		0	0
Advances to affiliates	398	1,820		1,200	3,985
Proceeds from Collection of Advance to Affiliate	(14)	(33)		(222)	(33)
Capital contributions to affiliates	46	329		403	946
Proceeds from (Repurchase of) Equity				(6)
Other		0		0	0
Cash used in investing activities	430	2,116		1,375	4,898
Financing activities
Dividends paid	128	103		338	318
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital				6
Issuance of share capital	(46)	(329)		(403)	(946)
Issuance of CP Common Shares	0	0		0	0
Purchase of CP Common Shares	0	0		0	0
Issuance of long-term debt, excluding commercial paper		0			0
Repayment of long-term debt, excluding commercial paper	0	0		0	0
Proceeds from Contributions from (Payments of Distributions to) Affiliates	(398)	(1,820)		(1,200)	(3,985)
Repayment Of Advances From Affiliates	14	33		222	33
Other				0
Net repayment of commercial paper	0	0		0	0
Cash used in financing activities	(302)	(2,013)		(1,037)	(4,580)
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	0	0		0	0
Cash position
Increase (decrease) in cash and cash equivalents	0	0		0	0
Cash and cash equivalents at beginning of period	0	0		0	0
Cash and cash equivalents at end of period	0	0		0	0
CPRL (Parent Guarantor) [Member]
Condensed Financial Statements, Captions [Line Items]
Cash provided by operating activities	84	60		182	175
Investing activities
Additions to properties	0	0		0	0
Proceeds from Sale of Property Held-for-sale		0			0
Proceeds from sale of properties and other assets	0	0		0	0
Advances to affiliates	0	0		0	(500)
Proceeds from Collection of Advance to Affiliate	0	0		0	0
Capital contributions to affiliates	0	0		0	0
Proceeds from (Repurchase of) Equity				0
Other		0		0	0
Cash used in investing activities	0	0		0	(500)
Financing activities
Dividends paid	(75)	(57)		(182)	(172)
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital				0
Issuance of share capital	0	0		0	0
Issuance of CP Common Shares	5	5		14	32
Purchase of CP Common Shares	(412)	(1,523)		(1,200)	(2,595)
Issuance of long-term debt, excluding commercial paper		0			0
Repayment of long-term debt, excluding commercial paper	0	0		0	0
Proceeds from Contributions from (Payments of Distributions to) Affiliates	398	1,515		1,186	3,060
Repayment Of Advances From Affiliates	0	0		0	0
Other				0
Net repayment of commercial paper	0	0		0	0
Cash used in financing activities	(84)	(60)		(182)	325
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	0	0		0	0
Cash position
Increase (decrease) in cash and cash equivalents	0	0		0	0
Cash and cash equivalents at beginning of period	0	0		0	0
Cash and cash equivalents at end of period	0	0		0	0
CPRC (Subsidiary Issuer) [Member]
Condensed Financial Statements, Captions [Line Items]
Cash provided by operating activities	406	482		831	1,306
Investing activities
Additions to properties	(238)	(268)		(576)	(571)
Proceeds from Sale of Property Held-for-sale		0			0
Proceeds from sale of properties and other assets	6	12		74	71
Advances to affiliates	(275)	(1,174)		(792)	(2,110)
Proceeds from Collection of Advance to Affiliate	14	33		222	33
Capital contributions to affiliates	(46)	(329)		(403)	(946)
Proceeds from (Repurchase of) Equity				6
Other		(7)		0	7
Cash used in investing activities	(539)	(1,733)		(1,469)	(3,516)
Financing activities
Dividends paid	(75)	(57)		(182)	(172)
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital				0
Issuance of share capital	0	0		0	0
Issuance of CP Common Shares	0	0		0	0
Purchase of CP Common Shares	0	0		0	0
Issuance of long-term debt, excluding commercial paper		2,601			3,411
Repayment of long-term debt, excluding commercial paper	(5)	(423)		(16)	(447)
Proceeds from Contributions from (Payments of Distributions to) Affiliates	0	0		0	500
Repayment Of Advances From Affiliates	0	0		0
Other				(3)
Net repayment of commercial paper	190	(669)		366	(893)
Cash used in financing activities	110	1,452		165	2,399
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	0	14		(5)	13
Cash position
Increase (decrease) in cash and cash equivalents	(23)	215		(478)	202
Cash and cash equivalents at beginning of period	47	139		502	152
Cash and cash equivalents at end of period	24	354		24	354
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash provided by operating activities	229	257		646	673
Investing activities
Additions to properties	(56)	(181)		(326)	(496)
Proceeds from Sale of Property Held-for-sale		281			281
Proceeds from sale of properties and other assets	10	1		13	2
Advances to affiliates	(123)	(646)		(408)	(1,375)
Proceeds from Collection of Advance to Affiliate	0	0		0	0
Capital contributions to affiliates	0	0		0	0
Proceeds from (Repurchase of) Equity				0
Other		(1)		(2)	(2)
Cash used in investing activities	(169)	(546)		(723)	(1,590)
Financing activities
Dividends paid	(53)	(46)		(156)	(146)
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital				(6)
Issuance of share capital	46	329		403	946
Issuance of CP Common Shares	0	0		0	0
Purchase of CP Common Shares	0	0		0	0
Issuance of long-term debt, excluding commercial paper		0			0
Repayment of long-term debt, excluding commercial paper	(7)	(9)		(14)	(52)
Proceeds from Contributions from (Payments of Distributions to) Affiliates	0	305		14	425
Repayment Of Advances From Affiliates	(14)	(33)		(222)	(33)
Other				0
Net repayment of commercial paper	0	0		0	0
Cash used in financing activities	(28)	546		19	1,140
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	2	4		(11)	10
Cash position
Increase (decrease) in cash and cash equivalents	34	261		(69)	233
Cash and cash equivalents at beginning of period	45	46		148	74
Cash and cash equivalents at end of period	CAD 79	CAD 307		CAD 79	CAD 307