CANADIAN PACIFIC ANNOUNCES FIRST QUARTER 2011 RESULTS

CALGARY, April 21 /CNW/ - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) announced its first-quarter 2011 results today. Reported net income in the first-quarter was $33.7 million and diluted earnings per share were $0.20. As previously announced, operations were impacted by unusually severe winter weather decreasing shipping volumes and increasing costs.

"We are intensely focused on improving network velocity and service reliability," said Fred Green, President and Chief Executive Officer. "Demand is strong and we have additional resources coming online to meet our customers' growth."

FIRST-QUARTER 2011 RESULTS COMPARED WITH FIRST-QUARTER 2010

    <<
    -   Total revenues were $1.2 billion, essentially flat
    -   Operating expenses were $1.1 billion, an increase of $94.0 million
    -   Average fuel price was $3.12 U.S. dollars per U.S. gallon, an
        increase of 28 per cent
    -   Operating income was $109.2 million, a decrease of $97.4 million
    -   Net income was $33.7 million, a decrease of $67.3 million
    -   Diluted earnings per share were $0.20 per share, a decline of
        $0.40 per share
    >>

"The first quarter was an extremely difficult winter with weather-related outages significantly constraining our capacity and our service to our customers," added Fred Green. "We remain committed to delivering our two- to four-year target of a low 70's operating ratio and providing a quality service offering."

Note on forward-looking information

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

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

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

About Canadian Pacific

Canadian Pacific (TSX: CP) (NYSE: CP) operates a North American transcontinental railroad providing freight transportation services, logistics solutions and supply chain expertise. Incorporating best-in-class technology and environmental practices, CP is re-defining itself as a modern 21st century transportation company built on safety, service reliability and operational efficiency. Visit cpr.ca and see how Canadian Pacific is Driving the Digital Railway.

    <<

    CANADIAN PACIFIC RAILWAY LIMITED

    CONSOLIDATED STATEMENT OF INCOME
    (in millions of Canadian dollars, except per share data)
    (unaudited)

                                                       For the three months
                                                          ended March 31
                                                        2011         2010
                                                                   Restated
                                                                 (see Note 2)
                                                   --------------------------

    Revenues
      Freight                                        $  1,135.2   $  1,138.2
      Other                                                28.2         28.6
                                                   --------------------------
                                                        1,163.4      1,166.8
    Operating expenses
      Compensation and benefits                           364.5        353.8
      Fuel                                                225.7        181.7
      Materials                                            71.6         64.0
      Equipment rents                                      51.4         49.0
      Depreciation and amortization                       122.3        121.2
      Purchased services and other                        218.7        190.5
                                                   --------------------------
                                                        1,054.2        960.2
                                                   --------------------------
    Operating income                                      109.2        206.6

    Less:
      Other income and charges                             (0.5)        (4.9)
      Net interest expense                                 64.2         66.7
                                                   --------------------------
    Income before income tax expense                       45.5        144.8

    Income tax expense (Note 3)                            11.8         43.8
                                                   --------------------------
    Net income                                       $     33.7   $    101.0
                                                   --------------------------
                                                   --------------------------
    Earnings per share (Note 4)

      Basic earnings per share                       $     0.20   $     0.60

      Diluted earnings per share                     $     0.20   $     0.60

    Weighted-average number of shares (millions)

      Basic                                               169.3        168.5

      Diluted                                             170.7        169.1

    Dividends declared per share                     $   0.2700   $   0.2475

    See notes to Consolidated Financial Statements.



    CONSOLIDATED BALANCE SHEET
    (in millions of Canadian dollars)
    (unaudited)

                                                      March 31   December 31
                                                        2011         2010
                                                   --------------------------

    Assets
    Current assets
      Cash and cash equivalents                      $    310.5   $    360.6
      Accounts receivable, net                            520.2        459.0
      Materials and supplies                              122.4        114.1
      Deferred income taxes                               140.9        222.3
      Other current assets                                 60.2         47.8
                                                   --------------------------
                                                        1,154.2      1,203.8

    Investments                                           145.5        144.9
    Net properties                                     11,902.6     11,996.8
    Goodwill and intangible assets                        184.7        189.8
    Other assets                                          136.3        140.6
                                                   --------------------------
    Total assets                                     $ 13,523.3   $ 13,675.9
                                                   --------------------------
                                                   --------------------------

    Liabilities and shareholders' equity
    Current liabilities
      Accounts payable and accrued liabilities       $  1,029.2   $  1,007.8
      Long-term debt maturing within one year             279.8        281.7
                                                   --------------------------
                                                        1,309.0      1,289.5

    Pension and other benefit liabilities               1,069.3      1,115.7
    Other long-term liabilities                           420.9        468.0
    Long-term debt                                      3,940.9      4,033.2
    Deferred income taxes                               1,882.5      1,944.8
                                                   --------------------------
    Total liabilities                                   8,622.6      8,851.2

    Shareholders' equity
      Share capital                                     1,824.0      1,812.8
      Additional paid-in capital                           80.2         24.7
      Accumulated other comprehensive loss             (2,064.5)    (2,085.8)
      Retained earnings                                 5,061.0      5,073.0
                                                   --------------------------
                                                        4,900.7      4,824.7
                                                   --------------------------
    Total liabilities and shareholders' equity       $ 13,523.3   $ 13,675.9
                                                   --------------------------
                                                   --------------------------

    Commitments and contingencies (Note 8)

    See notes to Consolidated Financial Statements.



    CONSOLIDATED STATEMENT OF CASH FLOWS
    (in millions of Canadian dollars)
    (unaudited)

                                                       For the three months
                                                          ended March 31
                                                        2011         2010
                                                                   Restated
                                                                 (see Note 2)
                                                   --------------------------

    Operating activities
      Net income                                     $     33.7   $    101.0
      Reconciliation of net income to cash
       provided by operating activities:
        Depreciation and amortization                     122.3        121.2
        Deferred income taxes                               7.9         41.5
        Pension funding in excess of expense (Note 7)     (11.5)        (9.3)
        Other operating activities, net                     2.4         11.9
        Change in non-cash working capital balances
         related to operations                            (19.8)       (82.0)
                                                   --------------------------
      Net cash provided by operating activities           135.0        184.3
                                                   --------------------------
    Investing activities
      Additions to properties                            (133.2)       (90.8)
      Proceeds from the sale of properties and
       other assets                                         5.6          9.0
                                                   --------------------------
      Net cash used in investing activities              (127.6)       (81.8)
                                                   --------------------------
    Financing activities
      Dividends paid                                      (45.7)       (41.7)
      Issuance of CP Common Shares                          9.1          3.0
      Repayment of long-term debt                         (12.4)        (9.1)
                                                   --------------------------
      Net cash used in financing activities               (49.0)       (47.8)
                                                   --------------------------
    Effect of foreign currency fluctuations on
     U.S. dollar-denominated cash and cash
     equivalents                                           (8.5)       (10.0)
                                                   --------------------------
    Cash position
      (Decrease) increase in cash and cash
       equivalents                                        (50.1)        44.7
      Cash and cash equivalents at beginning
       of period                                          360.6        679.1
                                                   --------------------------
    Cash and cash equivalents at end of period       $    310.5   $    723.8
                                                   --------------------------
                                                   --------------------------

    Supplemental disclosures of cash flow
     information:
      Income taxes (refunded) paid                   $     (0.1)  $      1.9
                                                   --------------------------
                                                   --------------------------
      Interest paid                                  $     49.1   $     45.1
                                                   --------------------------
                                                   --------------------------

    See notes to Consolidated Financial Statements.



    CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
    (in millions of Canadian dollars, except common share amounts)
    (unaudited)

                 ---------- -------------------------------------------------
                                                Accumulated
                   Common                          other              Total
                   shares            Additional   compre-             share-
                    (in       Share    paid-in    hensive  Retained  holders'
                  millions)  capital   capital     loss    earnings   equity
                 ---------- -------------------------------------------------
    Balance at
     January 1,
     2011            169.2  $1,812.8  $  24.7  $(2,085.8) $5,073.0  $4,824.7
    Net income           -         -        -          -      33.7      33.7
    Other
     comprehensive
     income              -         -        -       21.3         -      21.3
                 ---------- -------------------------------------------------
    Comprehensive
     income              -         -        -       21.3      33.7      55.0
                 ---------- -------------------------------------------------
    Dividends
     declared            -         -        -          -     (45.7)    (45.7)
    Effect of
     stock-based
     compensation
     expense             -         -      5.3          -         -       5.3
    Change to
     stock-based
     compensation
     awards (Note 6)     -         -     51.9          -         -      51.9
    Shares issued
     under stock
     option plans      0.2      11.2     (1.7)         -         -       9.5
                 ---------- -------------------------------------------------
    Balance at
     March 31,
     2011            169.4  $1,824.0  $  80.2  $(2,064.5) $5,061.0  $4,900.7
                 ---------- -------------------------------------------------
                 ---------- -------------------------------------------------


                                              -------------------------------
                                                  Other
                                                  compre-             Compre-
                                                 hensive      Net    hensive
                                                  income    income    income
                                              -------------------------------
    Comprehensive income -
     three months ended
     March 31, 2010                            $    10.6  $  101.0  $  111.6
                                              -------------------------------
                                              -------------------------------

    See notes to Consolidated Financial Statements.



    CANADIAN PACIFIC RAILWAY LIMITED

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    MARCH 31, 2011
    (unaudited)

    1   Basis of presentation

        These unaudited interim consolidated financial statements of Canadian
        Pacific Railway Limited ("CP", "the Company" or "Canadian Pacific
        Railway") reflect management's estimates and assumptions that are
        necessary for their fair presentation in conformity with accounting
        principles generally accepted in the United States ("GAAP"). They do
        not include all disclosures required under GAAP for annual financial
        statements and should be read in conjunction with the 2010
        consolidated financial statements. The policies used are consistent
        with the policies used in preparing the 2010 consolidated financial
        statements. The Company's investments in which CP has significant
        influence, which are not consolidated, are accounted for using the
        equity method.

        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 solely of normal
        recurring adjustments) necessary to present fairly such information.
        Interim results are not necessarily indicative of the results
        expected for the fiscal year.

    2   Accounting changes

        Fair value measurement and disclosure

        In January 2010, the Financial Accounting Standards Board amended the
        disclosure requirements related to fair value measurements. Most of
        the new disclosures and clarifications of existing disclosures were
        effective for interim and annual reporting periods beginning after
        December 15, 2009, except for the expanded disclosures in the Level 3
        reconciliation, which are effective for fiscal years beginning after
        December 15, 2010. The Company has adopted the remaining guidance
        which did not impact the consolidated financial statements.

        Rail grinding

        During the second quarter of 2010, the Company changed its accounting
        policy for the treatment of rail grinding costs. In prior periods, CP
        had capitalized such costs and depreciated them over the expected
        economic life of the rail grinding. The Company concluded that,
        although the accounting treatment was within acceptable accounting
        standards, it is preferable to expense the costs as incurred, given
        the subjectivity in determining the expected economic life and the
        associated depreciation methodology. The accounting policy change has
        been accounted for on a retrospective basis. The effects of the
        adjustment to January 1, 2010 resulted in an adjustment to decrease
        net properties by $89.0 million, deferred income tax liability by
        $26.3 million, and shareholders' equity by $62.7 million. As a result
        of the change the following increases (decreases) to financial
        statement line items occurred:

        (in millions of Canadian dollars, except per share data)

        Changes to the Consolidated Statement                 For the three
         of Income and Comprehensive                           months ended
         Income (Loss)                                        March 31, 2010
                                                            -----------------
        Depreciation and amortization                             $     (3.8)
        Compensation and benefits                                        0.3
        Materials                                                        0.1
        Purchased services and other                                     1.8
                                                            -----------------
        Total operating expenses                                        (1.6)

        Income tax expense                                               0.4
                                                            -----------------
        Net income                                                $      1.2
                                                            -----------------

        Basic earnings per share                                  $     0.01
        Diluted earnings per share                                $     0.01

        Other comprehensive income (loss)                                0.5
                                                            -----------------
        Comprehensive income (loss)                               $      1.7
                                                            -----------------
                                                            -----------------
        Changes to the Consolidated Statement
         of Cash Flows
        Net cash provided by operating activities
         (decrease)                                               $     (2.2)
        Net cash used in investing activities (decrease)          $     (2.2)


                                                                   As at
        Changes to the Consolidated Balance Sheet             March 31, 2010
                                                            -----------------
        Net properties                                            $    (86.5)
        Deferred income tax liability                                  (25.5)
        Accumulated other comprehensive loss (income)                    2.1
        Retained earnings                                              (63.1)


    3   Income taxes

                                                       For the three months
                                                          ended March 31
        (in millions of Canadian dollars)               2011         2010
                                                                   Restated
                                                                 (see Note 2)
                                                   --------------------------
        Current income tax expense                   $      3.9   $      2.3
        Deferred income tax expense                         7.9         41.5
                                                   --------------------------
        Income tax expense                           $     11.8   $     43.8
                                                   --------------------------
                                                   --------------------------

    4   Earnings per share

        At March 31, 2011, the number of shares outstanding was 169.4 million
        (March 31, 2010 - 168.6 million).

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

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

                                                       For the three months
                                                          ended March 31
        (in millions)                                    2011         2010
                                                    -------------------------
        Weighted average shares outstanding               169.3        168.5
        Dilutive effect of stock options                    1.4          0.6
                                                    -------------------------
        Weighted average diluted shares
         outstanding                                      170.7        169.1
                                                    -------------------------
                                                    -------------------------

        For the three months ended March 31, 2011, 888,542 options were
        excluded from the computation of diluted earnings per share because
        their effects were not dilutive (three months ended March 31, 2010 -
        2,529,642).

    5   Financial instruments

        A.  Fair values of financial instruments

        The Company categorizes its financial assets and liabilities measured
        at fair value into one of three different levels depending on the
        observability of the inputs employed in the measurement.

            -  Level 1: Unadjusted quoted prices for identical assets and
               liabilities in active markets that are accessible at the
               measurement date.

            -  Level 2: Directly or indirectly observable inputs other than
               quoted prices included within Level 1 or quoted prices for
               similar assets and liabilities. Derivative instruments in this
               category are valued using models or other industry standard
               valuation techniques derived from observable market data.

            -  Level 3: Valuations based on inputs which are less observable,
               unavailable or where the observable data does not support a
               significant portion of the instruments' fair value. Generally,
               Level 3 valuations are longer dated transactions, occur in
               less active markets, occur at locations where pricing
               information is not available, or have no binding broker quote
               to support Level 2 classifications.

        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. These
        methods include discounted mark to market for forwards, futures and
        swaps. Primary inputs to these techniques include observable market
        prices (interest, foreign exchange 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. Wherever possible the Company uses
        observable inputs. All derivatives are classified as Level 2. A
        detailed analysis of the techniques used to value long-term floating
        rate notes, which are classified as Level 3, is discussed below.

        Gain/loss in fair value of long-term floating rate notes

        At March 31, 2011, and December 31, 2010, the Company held long-term
        floating rate notes with a total settlement value of $117.0 million,
        and carrying values of $71.3 million and $69.5 million, respectively.
        The carrying values, being the estimated fair values, are reported in
        "Investments".

        At March 31, 2011 the Company held long-term floating rate notes with
        settlement value, as follows:

        -  $116.8 million Master Asset Vehicle ("MAV") 2 notes with eligible
           assets; and
        -  $0.2 million MAV 3 Class 9 Traditional Asset ("TA") Tracking
           notes.

        The valuation technique used by the Company to estimate the fair
        value of its investment in long-term floating rate notes at March 31,
        2011 and December 31, 2010, incorporates probability weighted
        discounted cash flows considering the best available public
        information regarding market conditions and other factors that a
        market participant would consider for such investments. Accretion and
        other minor changes in assumptions have resulted in a gain of
        $1.8 million in the three months ended March 31, 2011 (three months
        ended March 31, 2010 - gain of $2.5 million) which was reported in
        "Other income and charges". The interest rates and maturities of the
        various long-term floating rate notes, discount rates and credit
        losses modelled at March 31, 2011 and December 31, 2010,
        respectively, are:

                                   March 31, 2011       December 31, 2010

        Probability weighted
         average coupon
         interest rate             0.8%                 0.8%

        Weighted average
         discount rate             7.4%                 7.1%

        Expected repayments of
         long-term floating        Approximately        Approximately
         rate notes                 5 1/2 to 6 years     6 years

        Credit losses              MAV 2 eligible       MAV 2 eligible
                                    asset notes:         asset notes:
                                    nil to 100%          1% to 100%

                                   MAV 3 Class 9 TA     MAV 3 Class 9 TA
                                    Tracking notes:      Tracking notes:
                                    nil                  1%

        The probability weighted discounted cash flows resulted in an
        estimated fair value of the Company's long-term floating rate notes
        of $71.3 million at March 31, 2011 (December 31, 2010 -
        $69.5 million). The change in the original cost and estimated fair
        value of the Company's long-term floating rate notes is as follows
        (representing a roll-forward of assets measured at fair value using
        Level 3 inputs):

                                          2011                  2010
                                             Estimated             Estimated
        (in millions of            Original    fair      Original    fair
         Canadian dollars)           cost      value       cost      value
                                 --------------------------------------------

        As at January 1           $   117.0  $    69.5  $   129.1  $    69.3
        Redemption of notes               -          -       (0.1)         -
        Accretion                         -        1.4          -        1.5
        Change in market
         assumptions                      -        0.4          -        1.0
                                 --------------------------------------------
        As at March 31            $   117.0  $    71.3  $   129.0  $    71.8
                                 --------------------------------------------
                                 --------------------------------------------

        B.  Financial risk management

        The Company's policy with respect to using derivative financial
        instruments is to selectively reduce volatility associated with
        fluctuations in interest rates, foreign exchange ("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 Consolidated Balance Sheet,
        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.

        Foreign exchange management
        ---------------------------
        The Company is exposed to fluctuations of financial commitments,
        assets, liabilities, income or cash flows due to changes in FX rates.
        The Company conducts business transactions and owns assets in both
        Canada and the United States; as a result, revenues and expenses are
        incurred in both Canadian and U.S. dollars. We enter into foreign
        exchange risk management transactions primarily to manage
        fluctuations in the exchange rate between Canadian and U.S.
        currencies. In terms of net income, excluding FX on long-term debt,
        mitigation of U.S. dollar FX exposure is provided primarily through
        offsets created by revenues and expenses incurred in the same
        currency. Where appropriate, the Company negotiates with customers
        and suppliers to reduce the net exposure.

        Occasionally the Company will enter into short-term FX forward
        contracts as part of its cash management strategy.

        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 long-term debt and gains and losses on its net
        investment. In addition, the Company may enter into FX forward
        contracts to lock-in the amount of Canadian dollars it has to pay on
        its U.S. denominated debt maturities.

        Foreign exchange forward contracts

        At March 31, 2011, the Company had FX forward contracts to fix the
        exchange rate on US$101.4 million of its 5.75% Notes due in May 2013
        and US$125.0 million of its 6.50% Notes due in May 2018. These
        derivatives, which are accounted for as cash flow hedges, guarantee
        the amount of Canadian dollars that the Company will repay when these
        Notes mature. During the three months ended March 31, 2011, the
        Company recorded an unrealized foreign exchange loss on long-term
        debt of $4.0 million in "Other income and charges" and $0.3 million
        in "Other comprehensive income" in relation to these derivatives.
        During this period the underlying debt which these derivatives are
        designated to hedge benefited largely from an equal and offsetting
        unrealized FX gain on long-term debt also recorded in "Other income
        and charges". At March 31, 2011, the unrealized loss derived from
        these FX forwards was $5.9 million (December 31, 2010 - $1.6 million)
        which was included in "Other long-term liabilities" with the offset,
        net of tax, reflected in "Accumulated other comprehensive loss" of
        $1.4 million (December 31, 2010 - $1.1 million), and "Retained
        earnings" of $4.5 million (December 31, 2010 - $0.5 million), on the
        Consolidated Balance Sheet.

        At March 31, 2010, the Company had FX forward contracts of
        US$70 million to fix the exchange rate on its 6.25% Notes due in
        October 2011. This derivative was not designated as a hedge and
        changes in fair value were recognized in net income in the period in
        which the change occurs. During the three months ended March 31,
        2010, the Company recorded an unrealized foreign exchange loss on
        long-term debt of $1.9 million in "Other income and charges". At
        March 31, 2010, the unrealized loss derived from these FX forwards
        was $1.7 million which was included in "Other long-term liabilities".
        This derivative was subsequently unwound during the three months
        ended June 30, 2010, for total proceeds of $0.2 million.

        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 such as treasury rate locks, bond forwards or forward
        starting swaps, 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 to manage the mix of
        fixed and floating rate debt. The Company does not currently hold any
        derivative financial instruments to manage its interest rate risk.

        Interest rate swaps

        During the three months ended March 31, 2011, the Company amortized
        $1.6 million (three months ended March 31, 2010 - $1.1 million) of
        deferred gains to "Net interest expense" relating to interest rate
        swaps previously unwound in the three months ended September 30, 2010
        and three months ended June 30, 2009. The gains were deferred as a
        fair value adjustment to the underlying debts that were hedged and
        will be amortized to "Net interest expense" until such time the debts
        are repaid through May 2013.

        At March 31, 2011 and December 31, 2010, the Company had no
        outstanding interest rate swaps.

        Treasury rate locks

        At March 31, 2011, the Company had net unamortized losses related to
        interest rate locks, which are accounted for as cash flow hedges,
        settled in previous years totalling $22.2 million (December 31, 2010
        - $22.1 million). This amount is composed of various unamortized
        gains and losses related to specific debts which are reflected in
        "Accumulated other comprehensive loss", net of tax, and are amortized
        to "Net interest expense" in the period that interest on the related
        debt is charged. The amortization of these gains and losses resulted
        in a decrease in "Net interest expense" and "Other comprehensive
        income" of $0.1 million for the three months ended March 31, 2011
        (three months ended March 31, 2010 - $0.1 million).

        Stock-based compensation expense management
        -------------------------------------------
        The Company is exposed to stock-based compensation risk, which is the
        probability of increased compensation expense due to the increase in
        the Company's share price.

        The Company's compensation expense is subject to volatility due to
        the movement of CP's share price and its impact on the value of
        certain management and director stock-based compensation programs.
        These programs include tandem share appreciation rights ("TSARs"),
        deferred share units ("DSUs"), restricted share units ("RSUs"), and
        performance share units ("PSUs"). As the share price appreciates,
        these instruments create increased compensation expense.

        The Company entered into a Total Return Swap ("TRS") to reduce the
        volatility to the Company over time on three types of stock-based
        compensation programs: TSARs, DSUs and RSUs. The TRS is a derivative
        that provides price appreciation and dividends, in return for a
        charge by the counterparty. The swaps are intended to minimize
        volatility to "Compensation and benefits" expense by providing a gain
        to offset increased compensation expense as the share price increases
        and a loss to offset reduced compensation expense when the share
        price falls. If stock-based compensation share units fall out of the
        money after entering the program, the loss associated with the swap
        would no longer be fully offset by compensation expense reductions,
        which would reduce the effectiveness of the swap. This derivative was
        not designated as a hedge and changes in fair value were recognized
        in net income in the period in which the change occurs. CP has
        reduced the size of the TRS program to reflect the cancellation of
        SARs in Canada (see Note 6).

        "Compensation and benefits" expense on the Company's Consolidated
        Statement of Income included a net loss on these swaps of
        $0.7 million for the three months ended March 31, 2011, which was
        inclusive of both realized gains and unrealized losses (three months
        ended March 31, 2010 - unrealized gain of $0.8 million). During the
        three months ended March 31, 2011, CP unwound a portion of the
        program for total proceeds of $0.3 million. At March 31, 2011, the
        unrealized loss on the remaining TRS of $7.0 million (December 31,
        2010 - $6.0 million) was included in "Accounts payable and accrued
        liabilities" on the Consolidated Balance Sheet.

        Fuel price management
        ---------------------
        The Company is exposed to commodity risk related to purchases of
        diesel fuel and the potential reduction in net income due to
        increases in the price of diesel. Fuel expense constitutes a large
        portion of the Company's operating costs and volatility in diesel
        fuel prices can have a significant impact on the Company's income.
        Items affecting volatility in diesel prices include, but are not
        limited to, fluctuations in world markets for crude oil and
        distillate fuels, which can be affected by supply disruptions and
        geopolitical events.

        The impact of variable fuel expense is mitigated substantially
        through fuel cost recovery programs which apportion incremental
        changes in fuel prices to shippers through price indices, tariffs,
        and by contract, within agreed upon guidelines. While these programs
        provide effective and meaningful coverage, residual exposure remains
        as the fuel expense risk cannot be completely recovered from shippers
        due to timing and volatility in the market. The Company continually
        monitors residual exposure, and where appropriate, may enter into
        derivative instruments.

        Derivative instruments used by the Company to manage fuel expense
        risk may include, but are not limited to, swaps and options for crude
        oil, diesel and crack spreads.

        At March 31, 2011, the Company had diesel futures contracts, which
        are accounted for as cash flow hedges, to purchase approximately
        13.2 million US gallons during the period April 2011 to March 2012 at
        an average price of US$2.56 per US gallon. This represents
        approximately 5% of estimated fuel purchases for this period. At
        March 31, 2011, the unrealized gain on these futures contracts was
        $7.9 million (December 31, 2010 - $4.1 million) and was reflected in
        "Other current assets" with the offset, net of tax, reflected in
        "Accumulated other comprehensive loss" on the Consolidated Balance
        Sheet.

        The impact of settled commodity swaps decreased "Fuel" expense for
        the three months ended March 31, 2011, by $3.4 million (three months
        ended March 31, 2010 - $0.9 million) as a result of realized gains on
        diesel swaps.

        The following table summarizes information on the location and
        amounts of gains and losses, before tax, related to derivatives on
        the Consolidated Statement of Income and in comprehensive income for
        the three months ended March 31, 2011 and 2010:

                                                              Amount of gain
                                                            (loss) recognized
                        Location of gain    Amount of gain       in other
        (in millions   (loss) recognized  (loss) recognized    comprehensive
         of Canadian      in income on       in income on        income on
         dollars)          derivatives        derivatives       derivatives
                       ------------------------------------------------------
                                                For the           For the
                                             three months      three months
                                            ended March 31    ended March 31
                                             2011     2010     2011     2010
                                          -----------------------------------
        Derivatives
         designated
         as hedging
         instruments
          Effective
           portion
          Diesel future
           contracts        Fuel expense  $   3.4  $   0.9  $   3.8  $   0.3
          Interest          Net interest
           rate swap             expense      1.6      1.1
          Treasury          Net interest
           rate locks            expense      0.1      0.1     (0.1)    (0.1)
          FX forward        Other income
           contracts         and charges     (4.0)       -     (0.3)       -

        Derivatives
         not designated
         as hedging
         instruments
          Total return      Compensation
           swap             and benefits     (0.7)     0.8
          FX forward        Other income
           contracts         and charges        -     (1.9)
                                          -----------------------------------
                                          $   0.4  $   1.0  $   3.4  $   0.2
                                          -----------------------------------
                                          -----------------------------------

        At March 31, 2011, the Company expected that, during the next
        12 months, $7.9 million of unrealized holding gains on diesel future
        contracts will be realized and recognized in the consolidated
        statement of income, reported in "Fuel" expense as a result of these
        derivatives being settled.

        The following table summarizes information on the effective and
        ineffective portions, before tax, of the Company's net investment
        hedge on the Consolidated Statement of Income and in comprehensive
        income for the three months ended March 31, 2011 and 2010:

                                                                 Effective
                                                                  portion
                            Location of       Ineffective       recognized
                            ineffective         portion          in other
        (in millions          portion         recognized       comprehensive
         of Canadian        recognized         in income          income
         dollars)            in income        gain/(loss)       gain/(loss)
                       ------------------------------------------------------
                                                For the           For the
                                             three months      three months
                                            ended March 31    ended March 31
                                             2011     2010     2011     2010
                                          -----------------------------------
        FX on long-
         term debt
         within net
         investment         Other income
         hedge               and charges  $     -  $   2.0  $  74.3  $  50.2
                                          -----------------------------------
                                          -----------------------------------

    6   Stock-based compensation

        At March 31, 2011, 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 months ended March 31, 2011 of $11.9 million
        (three months ended March 31, 2010 - expense of $17.9 million).

        Tandem share appreciation rights ("TSARs")

        As a result of changes to Canadian tax legislation, which eliminated
        the favourable tax treatment on cash settled compensation awards, the
        Company offered employees the option of cancelling the outstanding
        SAR and keeping in place the outstanding option. Effective
        January 31, 2011, the Company cancelled 3.1 million SARs and
        reclassified the fair value of the previously recognized liability
        ($69.8 million) and the recognized deferred tax asset ($17.9 million)
        to "Additional paid-in capital". The terms of the awards were not
        changed and as a result no incremental cost was recognized. The
        weighted average fair value of the units cancelled at January 31,
        2011 was $25.36 per unit. Compensation cost will continue to be
        recognized over the remaining vesting period for those options not
        yet vested.

        Regular options

        In the first three months of 2011, under CP's stock option plans, the
        Company issued 628,900 regular options at the weighted average price
        of $65.06 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 24 months and 36 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 $12.2 million. The weighted average fair value
        assumptions were approximately:

                                                        For the three months
                                                           ended March 31
                                                                2011
                                                       ----------------------
        Grant price                                            $65.06
        Expected life (years)(1)                                 6.30
        Risk-free interest rate(2)                               2.79%
        Expected stock price volatility(3)                      31.48%
        Expected annual dividends per share(4)                  $1.08
        Expected forfeiture rate(5)                               0.7%
        Weighted average fair value of regular
         options granted during the period                     $19.46
                                                       ----------------------
                                                       ----------------------

        (1) Represents the period of time that awards are expected to be
            outstanding. Historical data on exercise behaviour was 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 divided by the current
            stock price. The Company does not employ different dividend
            yields throughout the year.
        (5) The Company estimated forfeitures based on past experience. This
            rate is monitored on a periodic basis.


        Performance share unit ("PSU") plan

        In the first three months of 2011, the Company issued 268,230 PSUs
        with a grant date fair value of $15.7 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 approximately three years after the grant date
        contingent upon CP's performance (performance factor). The fair value
        of PSUs are measured, both on the grant date and each subsequent
        quarter until settlement, using a Monte Carlo simulation model. The
        model utilizes multiple input variables that determine the
        probability of satisfying the performance and market condition
        stipulated in the grant.

    7   Pensions and other benefits

        In the three months ended March 31, 2011, the Company made
        contributions of $23.0 million (2010 - $18.7 million) to its defined
        benefit pension plans.

        At March 31, the elements of net periodic benefit cost for defined
        benefit pension plans and other benefits recognized in the quarter
        included the following components:

                                              For the three months
                                                 ended March 31

                                         Pensions           Other benefits
                                 --------------------------------------------
        (in millions of
         Canadian dollars)           2011       2010       2011       2010
                                 --------------------------------------------
        Current service cost
         (benefits earned by
         employees in the
         period)                  $    26.1  $    21.6  $     4.1  $     3.9
        Interest cost on
         benefit obligation           114.9      116.1        6.4        7.0
        Expected return on fund
         assets                      (168.3)    (149.6)      (0.2)      (0.2)
        Recognized net
         actuarial loss                35.6       17.8        1.2        1.3
        Amortization of prior
         service costs                  3.2        3.3       (0.3)      (0.4)
                                 --------------------------------------------
        Net periodic benefit
         cost                     $    11.5  $     9.2  $    11.2  $    11.6
                                 --------------------------------------------
                                 --------------------------------------------

    8   Commitments and contingencies

        In the normal course of its operations, the Company becomes involved
        in various legal actions, including claims relating to injuries and
        damages to property. The Company maintains provisions it considers to
        be adequate for such actions. While the final outcome with respect to
        actions outstanding or pending at March 31, 2011, 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.

        At March 31, 2011, the Company had committed to total future capital
        expenditures amounting to $375.8 million and operating expenditures
        amounting to $1,419.5 million for the years 2011-2028.

        Environmental remediation accruals cover site-specific remediation
        programs. Environmental remediation accruals are measured on an
        undiscounted basis and are recorded when the costs to remediate are
        probable and reasonably estimable. The estimate of the probable costs
        to be incurred in the remediation of properties contaminated by past
        railway use reflects the nature of contamination at individual sites
        according to typical activities and scale of operations conducted. CP
        has developed remediation strategies for each property based on the
        nature and extent of the contamination, as well as the location of
        the property and surrounding areas that may be adversely affected by
        the presence of contaminants, considering available technologies,
        treatment and disposal facilities and the acceptability of site-
        specific plans based on the local regulatory environment. Site-
        specific plans range from containment and risk management of the
        contaminants through to the removal and treatment of the contaminants
        and affected soils and ground water. The details of the estimates
        reflect the environmental liability at each property. 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 March 31, 2011 was $104.6 million (December 31, 2010 -
        $107.4 million). Payments are expected to be made over 10 years to
        2021.

        The accruals for environmental remediation represent CP's best
        estimate of its probable future obligation and includes both asserted
        and unasserted claims, without reduction for anticipated recoveries
        from third parties. Although the recorded accruals include CP's best
        estimate of all probable costs, CP's total environmental remediation
        costs cannot be predicted with certainty. Accruals for environmental
        remediation may change from time to time as new information about
        previously untested sites becomes known, environmental laws and
        regulations evolve and advances are made in environmental remediation
        technology. The accruals may also vary as the courts decide legal
        proceedings against outside parties responsible for contamination.
        These potential charges, which cannot be quantified at this time, are
        not expected to be material to 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. Changes to costs are
        reflected as changes to "Other long-term liabilities" or "Accounts
        payable and accrued liabilities" and to "Purchased services and
        other" within operating expenses. The amount charged to income in the
        three months ended March 31, 2011 was $0.7 million (three months
        ended March 31, 2010 - $1.6 million).

        The DM&E was purchased for $1.5 billion resulting in goodwill of
        $142.9 million (US$147.4 million) as at March 31, 2011. Future
        contingent payments of up to approximately US$1.1 billion consisting
        of US$390 million which would become due if construction of the
        Powder River Basin expansion project starts prior to December 31,
        2025 and up to approximately US$740 million would become due upon the
        movement of specified volumes over the Powder River Basin extension
        prior to December 31, 2025. Certain interest and inflationary
        adjustments would also become payable up to December 31, 2025 upon
        achievement of certain milestones. The contingent payments would be
        accounted for as an increase in the purchase price. Certain
        intangible assets acquired are subject to amortization.


                            Summary of Rail Data
                            --------------------

                                                 First Quarter
                                 --------------------------------------------
                                     2011     2010(1)   Fav/(Unfav)      %
                                 --------------------------------------------
    Financial (millions, except
    ---------------------------
     per share data)
     ---------------

    Revenues
    --------
      Freight revenue             $ 1,135.2  $ 1,138.2  $    (3.0)      (0.3)
      Other revenue                    28.2       28.6       (0.4)      (1.4)
                                 ---------------------------------
                                    1,163.4    1,166.8       (3.4)      (0.3)
                                 ---------------------------------
    Operating expenses
    ------------------
      Compensation and benefits       364.5      353.8      (10.7)      (3.0)
      Fuel                            225.7      181.7      (44.0)     (24.2)
      Materials                        71.6       64.0       (7.6)     (11.9)
      Equipment rents                  51.4       49.0       (2.4)      (4.9)
      Depreciation and
       amortization                   122.3      121.2       (1.1)      (0.9)
      Purchased services and other    218.7      190.5      (28.2)     (14.8)
                                 ---------------------------------
                                    1,054.2      960.2      (94.0)      (9.8)
                                 ---------------------------------
    Operating income                  109.2      206.6      (97.4)     (47.1)

    Less:
      Other income and charges         (0.5)      (4.9)      (4.4)     (89.8)
      Net interest expense             64.2       66.7        2.5        3.7
                                 ---------------------------------
    Income before income tax
     expense                           45.5      144.8      (99.3)     (68.6)

      Income tax expense               11.8       43.8       32.0       73.1
                                 ---------------------------------
    Net income                    $    33.7  $   101.0  $   (67.3)     (66.6)
                                 ---------------------------------
                                 ---------------------------------

    Operating ratio (%)                90.6       82.3       (8.3)  (830) bps
                                 ---------------------------------
                                 ---------------------------------

    Basic earnings per share      $    0.20  $    0.60  $   (0.40)     (66.7)
                                 ---------------------------------
                                 ---------------------------------

    Diluted earnings per share    $    0.20  $    0.60  $   (0.40)     (66.7)
                                 ---------------------------------
                                 ---------------------------------

    Shares Outstanding
    ------------------
    Weighted average number
     of shares outstanding
     (millions)                       169.3      168.5        0.8        0.5
    Weighted average number
     of diluted shares
     outstanding (millions)           170.7      169.1        1.6        0.9

    Foreign Exchange
    ----------------
    Average foreign exchange
     rate (US$/Canadian$)              1.01       0.96      (0.05)      (5.2)
    Average foreign exchange
     rate (Canadian$/US$)              0.99       1.04      (0.05)      (4.8)


    (1) Restated for the Company's change in accounting policy in relation to
        the accounting for rail grinding.



                        Summary of Rail Data (Page 2)
                        -----------------------------

                                                 First Quarter
                                 --------------------------------------------
                                     2011       2010    Fav/(Unfav)      %
                                 --------------------------------------------
    Commodity Data
    --------------

    Freight Revenues (millions)
    - Grain                       $   232.0  $   271.3  $   (39.3)     (14.5)
    - Coal                            105.9      110.5       (4.6)      (4.2)
    - Sulphur and fertilizers         129.0      117.8       11.2        9.5
    - Forest products                  45.5       43.2        2.3        5.3
    - Industrial and consumer
       products                       231.0      205.5       25.5       12.4
    - Automotive                       80.0       77.6        2.4        3.1
    - Intermodal                      311.8      312.3       (0.5)      (0.2)
                                 ---------------------------------
    Total Freight Revenues        $ 1,135.2  $ 1,138.2  $    (3.0)      (0.3)
                                 ---------------------------------

    Millions of Revenue
     Ton-Miles (RTM)
    - Grain                           7,260      8,636     (1,376)     (15.9)
    - Coal                            3,970      4,308       (338)      (7.8)
    - Sulphur and fertilizers         4,869      4,392        477       10.9
    - Forest products(1)              1,292      1,231         61        5.0
    - Industrial and consumer
       products(1)                    5,962      5,034        928       18.4
    - Automotive                        523        545        (22)      (4.0)
    - Intermodal                      5,808      6,057       (249)      (4.1)
                                 ---------------------------------
    Total RTMs                       29,684     30,203       (519)      (1.7)
                                 ---------------------------------

    Freight Revenue per RTM
     (cents)
    - Grain                            3.20       3.14       0.06        1.9
    - Coal                             2.67       2.56       0.11        4.3
    - Sulphur and fertilizers          2.65       2.68      (0.03)      (1.1)
    - Forest products(1)               3.52       3.51       0.01        0.3
    - Industrial and consumer
       products(1)                     3.87       4.08      (0.21)      (5.1)
    - Automotive                      15.30      14.24       1.06        7.4
    - Intermodal                       5.37       5.16       0.21        4.1

    Total Freight Revenue per RTM      3.82       3.77       0.05        1.3

    Carloads (thousands)
    - Grain                            99.4      113.2      (13.8)     (12.2)
    - Coal                             60.3       76.0      (15.7)     (20.7)
    - Sulphur and fertilizers          48.5       44.3        4.2        9.5
    - Forest products                  18.3       17.6        0.7        4.0
    - Industrial and consumer
       products                       100.1       91.8        8.3        9.0
    - Automotive                       36.3       33.5        2.8        8.4
    - Intermodal                      243.0      248.6       (5.6)      (2.3)
                                 ---------------------------------
    Total Carloads                    605.9      625.0      (19.1)      (3.1)
                                 ---------------------------------

    Freight Revenue per Carload
    - Grain                       $   2,334  $   2,397  $     (63)      (2.6)
    - Coal                            1,756      1,454        302       20.8
    - Sulphur and fertilizers         2,660      2,659          1          -
    - Forest products                 2,486      2,455         31        1.3
    - Industrial and consumer
       products                       2,308      2,239         69        3.1
    - Automotive                      2,204      2,316       (112)      (4.8)
    - Intermodal                      1,283      1,256         27        2.1

    Total Freight Revenue per
     Carload                      $   1,874  $   1,821  $      53        2.9


    (1) Certain prior period figures have been updated to reflect new
        information.



                        Summary of Rail Data (Page 3)
                        -----------------------------

                                                 First Quarter
                                 --------------------------------------------
                                     2011     2010(1)   Fav/(Unfav)      %
                                 --------------------------------------------
    Operations Performance
    ----------------------

    Total operating expenses
     per gross ton-miles (GTM)
     (cents)(2)                        1.87       1.64      (0.23)     (14.0)
    Operating expenses, exclusive
     of land sales, per GTM
     (cents)(2)(3)                     1.87       1.64      (0.23)     (14.0)

    Freight gross ton-miles
     (millions)                      56,235     58,524     (2,289)      (3.9)
    Train miles (000)                 9,245      9,557       (312)      (3.3)

    Average number of active
     employees - Total               14,915     14,431       (484)      (3.4)
    Average number of active
     employees - Expense             14,009     13,824       (185)      (1.3)

    Number of employees at end
     of period - Total               15,143     14,530       (613)      (4.2)
    Number of employees at end
     of period - Expense             13,969     13,840       (129)      (0.9)

    U.S. gallons of locomotive
     fuel consumed per 1,000 GTMs
     - freight & yard                  1.31       1.23      (0.08)      (6.5)
    U.S. gallons of locomotive
     fuel consumed - total
     (millions)(4)                     73.1       71.5       (1.6)      (2.2)
    Average fuel price (U.S.
     dollars per U.S. gallon)          3.12       2.44      (0.68)     (27.9)

    Fluidity Data
    -------------

    Average terminal dwell -
     AAR definition (hours)            23.7       24.1        0.4        1.7
    Average train speed -
     AAR definition (mph)              19.8       22.9       (3.1)     (13.5)
    Car miles per car day(5)          137.9      148.6      (10.7)      (7.2)
    Average daily active cars
     on-line (000)(5)                  55.1       53.6       (1.5)      (2.8)
    Average daily active road
     locomotives on-line              1,062        978        (84)      (8.6)

    Safety
    ------

    FRA personal injuries per
     200,000 employee-hours            1.73       1.98       0.25       12.6
    FRA train accidents per
     million train-miles               2.26       1.44      (0.82)     (56.9)


    (1) Certain prior period figures have been revised to conform with
        current presentation or have been updated to reflect new information.
    (2) Restated for the Company's change in accounting policy in relation to
        the accounting for rail grinding.
    (3) Operating expenses, exclusive of land sales, per GTM is calculated
        consistently with total operating expenses per GTM except for the
        exclusion of net (loss)/gain on land sales of $(0.2) million and
        $2.4 million for the three months ended March 31, 2011 and 2010
        respectively.
    (4) Includes gallons of fuel consumed from freight, yard and commuter
        service but excludes fuel used in capital projects and other non-
        freight activities.
    (5) Incorporates a new reporting methodology which excludes cars already
        placed at a customer location waiting for loading or unloading or
        cars that cannot be placed at a customer location due to shipper or
        receiver issues.
    >>

SOURCE Canadian Pacific

For further information: Media: Nicole Sasaki, Canadian Pacific, Tel.: (403) 835-9005, e-mail: nicole_sasaki@cpr.ca; Investment Community: Janet Weiss, Canadian Pacific, Tel.: (403) 319-3233, e-mail: investor@cpr.ca


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