Condensed Consolidating Financial Information | 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 June 30, 2019 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,403 $ 528 $ — $ 1,931 Non-freight — 34 115 (103 ) 46 Total revenues — 1,437 643 (103 ) 1,977 Operating expenses Compensation and benefits — 257 125 1 383 Fuel — 189 47 — 236 Materials — 37 13 4 54 Equipment rents — 47 (13 ) — 34 Depreciation and amortization — 110 73 — 183 Purchased services and other — 240 133 (108 ) 265 Total operating expenses — 880 378 (103 ) 1,155 Operating income — 557 265 — 822 Less: Other (income) expense (5 ) (38 ) 3 — (40 ) Other components of net periodic benefit (recovery) expense — (100 ) 2 — (98 ) Net interest (income) expense (1 ) 120 (7 ) — 112 Income before income tax expense and equity in net earnings of subsidiaries 6 575 267 — 848 Less: Income tax expense 2 113 9 — 124 Add: Equity in net earnings of subsidiaries 720 258 — (978 ) — Net income $ 724 $ 720 $ 258 $ (978 ) $ 724 Interim Condensed Consolidating Statements of Income For the three months ended June 30, 2018 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 1,196 $ 513 $ — $ 1,709 Non-freight — 31 90 (80 ) 41 Total revenues — 1,227 603 (80 ) 1,750 Operating expenses Compensation and benefits — 237 114 — 351 Fuel — 178 52 — 230 Materials — 38 12 3 53 Equipment rents — 30 3 — 33 Depreciation and amortization — 105 67 — 172 Purchased services and other — 205 162 (83 ) 284 Total operating expenses — 793 410 (80 ) 1,123 Operating income — 434 193 — 627 Less: Other expense (income) 5 79 (32 ) — 52 Other components of net periodic benefit (recovery) expense — (96 ) 1 — (95 ) Net interest (income) expense (2 ) 121 (7 ) — 112 (Loss) income before income tax expense and equity in net earnings of subsidiaries (3 ) 330 231 — 558 Less: Income tax (recovery) expense (1 ) 99 24 — 122 Add: Equity in net earnings of subsidiaries 438 207 — (645 ) — Net income $ 436 $ 438 $ 207 $ (645 ) $ 436 Interim Condensed Consolidating Statements of Income For the six months ended June 30, 2019 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 2,647 $ 1,010 $ — $ 3,657 Non-freight — 63 229 (205 ) 87 Total revenues — 2,710 1,239 (205 ) 3,744 Operating expenses Compensation and benefits — 531 255 3 789 Fuel — 354 91 — 445 Materials — 75 28 8 111 Equipment rents — 80 (11 ) — 69 Depreciation and amortization — 206 137 — 343 Purchased services and other — 518 320 (216 ) 622 Total operating expenses — 1,764 820 (205 ) 2,379 Operating income — 946 419 — 1,365 Less: Other (income) expense (10 ) (81 ) 4 — (87 ) Other components of net periodic benefit (recovery) expense — (198 ) 3 — (195 ) Net interest (income) expense (2 ) 242 (14 ) — 226 Income before income tax expense and equity in net earnings of subsidiaries 12 983 426 — 1,421 Less: Income tax expense 2 217 44 — 263 Add: Equity in net earnings of subsidiaries 1,148 382 — (1,530 ) — Net income $ 1,158 $ 1,148 $ 382 $ (1,530 ) $ 1,158 Interim Condensed Consolidating Statements of Income For the six months ended June 30, 2018 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Revenues Freight $ — $ 2,351 $ 983 $ — $ 3,334 Non-freight — 58 179 (159 ) 78 Total revenues — 2,409 1,162 (159 ) 3,412 Operating expenses Compensation and benefits — 494 229 2 725 Fuel — 346 99 — 445 Materials — 73 27 8 108 Equipment rents — 61 5 — 66 Depreciation and amortization — 209 133 — 342 Purchased services and other — 423 305 (169 ) 559 Total operating expenses — 1,606 798 (159 ) 2,245 Operating income — 803 364 — 1,167 Less: Other expense (income) 11 127 (35 ) — 103 Other components of net periodic benefit (recovery) expense — (192 ) 1 — (191 ) Net interest expense (income) 6 235 (14 ) — 227 (Loss) income before income tax expense and equity in net earnings of subsidiaries (17 ) 633 412 — 1,028 Less: Income tax (recovery) expense (1 ) 185 60 — 244 Add: Equity in net earnings of subsidiaries 800 352 — (1,152 ) — Net income $ 784 $ 800 $ 352 $ (1,152 ) $ 784 Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended June 30, 2019 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 724 $ 720 $ 258 $ (978 ) $ 724 Net gain (loss) in foreign currency translation adjustments, net of hedging activities — 121 (106 ) — 15 Change in derivatives designated as cash flow — 4 — — 4 Change in pension and post-retirement defined — 20 1 — 21 Other comprehensive income (loss) before income taxes — 145 (105 ) — 40 Income tax expense on above items — (22 ) — — (22 ) Equity accounted investments 18 (105 ) — 87 — Other comprehensive income (loss) 18 18 (105 ) 87 18 Comprehensive income $ 742 $ 738 $ 153 $ (891 ) $ 742 Interim Condensed Consolidating Statements of Comprehensive Income For the three months ended June 30, 2018 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 436 $ 438 $ 207 $ (645 ) $ 436 Net (loss) gain in foreign currency translation adjustments, net of hedging activities — (123 ) 107 — (16 ) Change in derivatives designated as cash flow — 14 — — 14 Change in pension and post-retirement defined — 27 2 — 29 Other comprehensive (loss) income before income taxes — (82 ) 109 — 27 Income tax recovery (expense) on above items — 6 (1 ) — 5 Equity accounted investments 32 108 — (140 ) — Other comprehensive income 32 32 108 (140 ) 32 Comprehensive income $ 468 $ 470 $ 315 $ (785 ) $ 468 Interim Condensed Consolidating Statements of Comprehensive Income For the six months ended June 30, 2019 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 1,158 $ 1,148 $ 382 $ (1,530 ) $ 1,158 Net gain (loss) in foreign currency translation adjustments, net of hedging activities — 241 (210 ) — 31 Change in derivatives designated as cash flow — 6 — — 6 Change in pension and post-retirement defined — 39 2 — 41 Other comprehensive income (loss) before income taxes — 286 (208 ) — 78 Income tax expense on above items — (44 ) — — (44 ) Equity accounted investments 34 (208 ) — 174 — Other comprehensive income (loss) 34 34 (208 ) 174 34 Comprehensive income $ 1,192 $ 1,182 $ 174 $ (1,356 ) $ 1,192 Interim Condensed Consolidating Statements of Comprehensive Income For the six months ended June 30, 2018 (in millions of Canadian dollars) CPRL (Parent Guarantor) CPRC (Subsidiary Issuer) Non-Guarantor Subsidiaries Consolidating Adjustments and Eliminations CPRL Consolidated Net income $ 784 $ 800 $ 352 $ (1,152 ) $ 784 Net (loss) gain in foreign currency translation adjustments, net of hedging activities — (273 ) 237 — (36 ) Change in derivatives designated as cash flow — 35 — — 35 Change in pension and post-retirement defined — 55 3 — 58 Other comprehensive (loss) income before income taxes — (183 ) 240 — 57 Income tax recovery (expense) on above items — 12 (1 ) — 11 Equity accounted investments 68 239 — (307 ) — Other comprehensive income 68 68 239 (307 ) 68 Comprehensive income $ 852 $ 868 $ 591 $ (1,459 ) $ 852 Interim Condensed Consolidating Balance Sheets As at June 30, 2019 (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 $ — $ 20 $ 25 $ — $ 45 Accounts receivable, net — 593 202 — 795 Accounts receivable, intercompany 153 146 205 (504 ) — Short-term advances to affiliates — 1,197 4,910 (6,107 ) — Materials and supplies — 158 37 — 195 Other current assets — 61 19 — 80 153 2,175 5,398 (6,611 ) 1,115 Long-term advances to affiliates 1,090 6 85 (1,181 ) — Investments — 31 179 — 210 Investments in subsidiaries 11,819 12,225 — (24,044 ) — Properties — 9,761 8,728 — 18,489 Goodwill and intangible assets — — 193 — 193 Pension asset — 1,460 — — 1,460 Other assets — 161 305 — 466 Deferred income taxes 5 — — (5 ) — Total assets $ 13,067 $ 25,819 $ 14,888 $ (31,841 ) $ 21,933 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 156 $ 872 $ 373 $ — $ 1,401 Accounts payable, intercompany 5 354 145 (504 ) — Short-term advances from affiliates 5,749 356 2 (6,107 ) — Long-term debt maturing within one year — 273 — — 273 5,910 1,855 520 (6,611 ) 1,674 Pension and other benefit liabilities — 638 75 — 713 Long-term advances from affiliates — 1,175 6 (1,181 ) — Other long-term liabilities — 234 364 — 598 Long-term debt — 8,213 53 — 8,266 Deferred income taxes — 1,885 1,645 (5 ) 3,525 Total liabilities 5,910 14,000 2,663 (7,797 ) 14,776 Shareholders’ equity Share capital 1,996 537 6,071 (6,608 ) 1,996 Additional paid-in capital 45 1,645 95 (1,740 ) 45 Accumulated other comprehensive (loss) income (2,009 ) (2,009 ) 631 1,378 (2,009 ) Retained earnings 7,125 11,646 5,428 (17,074 ) 7,125 7,157 11,819 12,225 (24,044 ) 7,157 Total liabilities and shareholders’ equity $ 13,067 $ 25,819 $ 14,888 $ (31,841 ) $ 21,933 Condensed Consolidating Balance Sheets As at December 31, 2018 (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 $ — $ 42 $ 19 $ — $ 61 Accounts receivable, net — 629 186 — 815 Accounts receivable, intercompany 125 167 224 (516 ) — Short-term advances to affiliates — 1,602 4,651 (6,253 ) — Materials and supplies — 136 37 — 173 Other current assets — 39 29 — 68 125 2,615 5,146 (6,769 ) 1,117 Long-term advances to affiliates 1,090 5 93 (1,188 ) — Investments — 24 179 — 203 Investments in subsidiaries 11,443 12,003 — (23,446 ) — Properties — 9,579 8,839 — 18,418 Goodwill and intangible assets — — 202 — 202 Pension asset — 1,243 — — 1,243 Other assets — 57 14 — 71 Deferred income taxes 6 — — (6 ) — Total assets $ 12,664 $ 25,526 $ 14,473 $ (31,409 ) $ 21,254 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities $ 115 $ 1,017 $ 317 $ — $ 1,449 Accounts payable, intercompany 4 344 168 (516 ) — Short-term advances from affiliates 5,909 341 3 (6,253 ) — Long-term debt maturing within one year — 506 — — 506 6,028 2,208 488 (6,769 ) 1,955 Pension and other benefit liabilities — 639 79 — 718 Long-term advances from affiliates — 1,182 6 (1,188 ) — Other long-term liabilities — 120 117 — 237 Long-term debt — 8,135 55 — 8,190 Deferred income taxes — 1,799 1,725 (6 ) 3,518 Total liabilities 6,028 14,083 2,470 (7,963 ) 14,618 Shareholders’ equity Share capital 2,002 538 5,946 (6,484 ) 2,002 Additional paid-in capital 42 1,656 92 (1,748 ) 42 Accumulated other comprehensive (loss) income (2,043 ) (2,043 ) 839 1,204 (2,043 ) Retained earnings 6,635 11,292 5,126 (16,418 ) 6,635 6,636 11,443 12,003 (23,446 ) 6,636 Total liabilities and shareholders’ equity $ 12,664 $ 25,526 $ 14,473 $ (31,409 ) $ 21,254 Interim Condensed Consolidating Statements of Cash Flows For the three months ended June 30, 2019 (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 $ 98 $ 565 $ 235 $ (177 ) $ 721 Investing activities Additions to properties — (316 ) (143 ) — (459 ) Proceeds from sale of properties and other assets — 8 — — 8 Advances to affiliates — — (245 ) 245 — Repayment of advances to affiliates — 5 19 (24 ) — Capital contributions to affiliates — (125 ) — 125 — Other — 1 (5 ) — (4 ) Cash used in investing activities — (427 ) (374 ) 346 (455 ) Financing activities Dividends paid (91 ) (91 ) (86 ) 177 (91 ) Issuance of share capital — — 125 (125 ) — Issuance of CP Common Shares 10 — — — 10 Purchase of CP Common Shares (257 ) — — — (257 ) Repayment of long-term debt, excluding commercial paper — (480 ) — — (480 ) Net issuance of commercial paper — 246 — — 246 Advances from affiliates 245 — — (245 ) — Repayment of advances from affiliates (5 ) (19 ) — 24 — Cash (used in) provided by financing activities (98 ) (344 ) 39 (169 ) (572 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — — (1 ) — (1 ) Cash position Decrease in cash and cash equivalents — (206 ) (101 ) — (307 ) Cash and cash equivalents at beginning of period — 226 126 — 352 Cash and cash equivalents at end of period $ — $ 20 $ 25 $ — $ 45 Interim Condensed Consolidating Statements of Cash Flows For the three months ended June 30, 2018 (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 $ 83 $ 501 $ 328 $ (201 ) $ 711 Investing activities Additions to properties — (276 ) (137 ) — (413 ) Proceeds from sale of properties and other assets — 3 2 — 5 Advances to affiliates — (255 ) (7 ) 262 — Repurchase of share capital from affiliates — 124 — (124 ) — Cash used in investing activities — (404 ) (142 ) 138 (408 ) Financing activities Dividends paid (81 ) (81 ) (120 ) 201 (81 ) Return of share capital to affiliates — (124 ) 124 — Issuance of CP Common Shares 4 — — — 4 Purchase of CP Common Shares (261 ) — — — (261 ) Issuance of long-term debt, excluding commercial paper — 638 — — 638 Repayment of long-term debt, excluding commercial paper — (734 ) — — (734 ) Net issuance of commercial paper 53 — — 53 Advances from affiliates 255 7 — (262 ) — Cash used in financing activities (83 ) (117 ) (244 ) 63 (381 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — (3 ) 7 — 4 Cash position Decrease in cash and cash equivalents — (23 ) (51 ) — (74 ) Cash and cash equivalents at beginning of period — 43 82 — 125 Cash and cash equivalents at end of period $ — $ 20 $ 31 $ — $ 51 Interim Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2019 (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 $ 785 $ 763 $ 454 $ (868 ) $ 1,134 Investing activities Additions to properties — (457 ) (226 ) — (683 ) Proceeds from sale of properties and other assets — 12 2 — 14 Advances to affiliates — (250 ) (260 ) 510 — Repayment of advances to affiliates — 648 4 (652 ) — Capital contributions to affiliates — (125 ) — 125 — Other — 1 (6 ) — (5 ) Cash used in investing activities — (171 ) (486 ) (17 ) (674 ) Financing activities Dividends paid (182 ) (782 ) (86 ) 868 (182 ) Issuance of share capital — — 125 (125 ) — Issuance of CP Common Shares 14 — — — 14 Purchase of CP Common Shares (464 ) — — — (464 ) Issuance of long-term debt, excluding commercial paper — 397 — — 397 Repayment of long-term debt, excluding commercial paper — (485 ) — — (485 ) Net issuance of commercial paper — 246 — — 246 Advances from affiliates 495 15 — (510 ) — Repayment of advances from affiliates (648 ) (4 ) — 652 — Cash (used in) provided by financing activities (785 ) (613 ) 39 885 (474 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — (1 ) (1 ) — (2 ) Cash position (Decrease) increase in cash and cash equivalents — (22 ) 6 — (16 ) Cash and cash equivalents at beginning of year — 42 19 — 61 Cash and cash equivalents at end of year $ — $ 20 $ 25 $ — $ 45 Interim Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2018 (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 $ 148 $ 893 $ 463 $ (396 ) $ 1,108 Investing activities Additions to properties — (398 ) (256 ) — (654 ) Proceeds from sale of properties and other assets — 6 3 — 9 Advances to affiliates — (562 ) — 562 — Repayment of advances to affiliates — — 495 (495 ) — Repurchase of share capital from affiliates — 547 — (547 ) — Other — — (1 ) — (1 ) Cash (used in) provided by investing activities — (407 ) 241 (480 ) (646 ) Financing activities Dividends paid (163 ) (163 ) (233 ) 396 (163 ) Return of share capital to affiliates — — (547 ) 547 — Issuance of CP Common Shares 12 — — — 12 Purchase of CP Common Shares (559 ) — — — (559 ) Issuance of long-term debt, excluding commercial paper — 638 — — 638 Repayment of long-term debt, excluding commercial paper — (739 ) — — (739 ) Net issuance of commercial paper — 53 — — 53 Advances from affiliates 562 — — (562 ) — Repayment of advances from affiliates — (495 ) — 495 — Cash used in financing activities (148 ) (706 ) (780 ) 876 (758 ) Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents — (1 ) 10 — 9 Cash position Decrease in cash and cash equivalents — (221 ) (66 ) — (287 ) Cash and cash equivalents at beginning of year — 241 97 — 338 Cash and cash equivalents at end of year $ — $ 20 $ 31 $ — $ 51 |