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CANADIAN PACIFIC

CANADIAN PACIFIC

Attention Business/Financial Editors

Canadian Pacific announces second-quarter results

	    CALGARY, July 28 /CNW/ - Canadian Pacific Railway Limited (TSX/NYSE: CP)
today announced second-quarter net income of $166.6 million. Diluted earnings
per share were $0.98, up 23 per cent from $0.80 in the second-quarter 2009
which included a $0.41 per share gain from an asset sale.
	    "We leveraged volume growth in the quarter to deliver a solid financial
performance through a keen focus on cost management," said Fred Green,
President and CEO. "Our emphasis on safety, productivity and asset velocity is
improving service reliability for our customers."

	    <<
	    SECOND-QUARTER 2010 COMPARED WITH SECOND-QUARTER 2009

	    -   Adjusted diluted earnings per share increased 96 per cent to $0.92
	    -   Total revenues were up 20 per cent to $1.23 billion
	    -   Operating income increased 48 per cent to $274.1 million
	    -   Adjusted earnings increased 97 per cent to $156.2 million
	    -   Operating ratio improved 430 basis points to 77.8 per cent
	    >>

	    "Markets are likely to remain volatile," added Green. "Our proven track
record of quickly adjusting our resources to meet changing volume demands
position us well for the second half."

	    Presentation of non-GAAP earnings measures

	    CP presents non-GAAP earnings measures in this news release to provide an
additional basis for evaluating underlying earnings and liquidity trends in
its business that can be compared with prior periods' results of operations.
When foreign exchange gains and losses on long-term debt and other specified
items are excluded from diluted earnings per share, income and income tax
expense, these are non-GAAP measures.
	    These non-GAAP earnings measures exclude foreign currency translation
effects on long-term debt and related income taxes, which can be volatile and
short term. The impact of volatile short-term rate fluctuations on foreign-
denominated debt is only realized when long-term debt matures or is settled. A
reconciliation of income, excluding foreign exchange gains and losses on long-
term debt and other specified items, to net income as presented in the
financial statements is detailed in the attached Summary of Rail Data. In
addition, these non-GAAP measures exclude other specified items (described
below) that are not a part of CP's normal ongoing revenues and operating
expenses.
	    Net income and diluted earnings per share, excluding foreign exchange
gains and losses on long-term debt and other specified items, are referred to
in this news release as "Adjusted earnings" and "Adjusted diluted earnings per
share".
	    Other specified items are material transactions that may include, but are
not limited to, restructuring and asset impairment charges, gains and losses
on non-routine sales of assets, unusual income tax adjustments, and other
items that do not typify normal business activities.
	    The non-GAAP earnings measures described in this news release have no
standardized meanings and are not defined by accounting principles generally
accepted in the United States and, therefore, are unlikely to be comparable to
similar measures presented by other companies.

	    FOREIGN EXCHANGE GAIN AND LOSS ON LONG-TERM DEBT AND OTHER SPECIFIED
ITEMS

	    CP had a net foreign exchange gain on long-term debt of $9.4 million
after tax in the second-quarter of 2010, compared with a loss of $15.7 million
after tax in second-quarter of 2009.
	    As part of a consolidated financing strategy, CP structures its U.S.
dollar long-term debt in different taxing jurisdictions. As well, a portion of
this debt is designated as a net investment hedge against the net investment
in foreign subsidiaries. Although the taxes on foreign exchange gains and
losses on long-term debt generally offset one another, because they may be in
different tax jurisdictions, the resulting net tax can vary significantly.
	    In the second quarter of 2010 the Company recorded an unrealized gain of
$1.0 million after tax as a result of the change in the market assumptions
used to estimate the fair value of our investment in long-term floating rate
notes. Other specified items in the second-quarter of 2009 included an after
tax gain on the sale of a portion of CP's interest in the Detroit River Tunnel
Partnership of $68.7 million. There was also a gain in 2009 in the fair value
of long-term floating rates of $3.2 million after tax as a result of the
change in the market assumptions.
	    For the first six months of 2010, CP had a foreign exchange gain on long-
term debt of $6.3 million after tax, compared to a loss of $9.2 million after
tax in the first half of 2009. CP also had a gain on long-term floating rate
notes of $1.9 million after tax, down from $3.2 million after tax in the first
half of 2009.
	    CP began reporting its financial results in accordance with U.S. GAAP as
of January 1, 2010. All prior period comparative numbers contained in this
release are to U.S. GAAP. Additional historical U.S. GAAP financial reports
can be found at www.cpr.ca.

	    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.
	    There are factors that could cause actual results to differ from those
described in the forward-looking statements contained in this news release.
These more specific factors are identified and discussed elsewhere in this
news release with the particular forward-looking statement in question.
	    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, through the ingenuity of its employees located across
Canada and in the United States, remains committed to being the safest, most
fluid railway in North America. Our people are the key to delivering
innovative transportation solutions to our customers and to ensuring the safe
operation of our trains through the more than 1,100 communities where we
operate. Our combined ingenuity makes Canadian Pacific a better place to work,
rail a better way to ship, and North America a better place to live. Come and
visit us at www.cpr.ca to see how we can put our ingenuity to work for you.

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

	                                For the three months      For the six months
	                                    ended June 30           ended June 30
	                                   2010       2009         2010       2009

	                                            Restated                Restated
	                                         (see Note 2)            (see Note 2)
	                              ----------------------- -----------------------

	    Revenues
	      Freight                 $  1,202.2  $  1,001.4  $  2,340.4  $  2,077.4
	      Other                         32.0        29.9        60.6        63.5
	                              ----------------------- -----------------------
	                                 1,234.2     1,031.3     2,401.0     2,140.9

	    Operating expenses
	      Compensation and
	       benefits                    349.7       324.5       703.5       667.5
	      Fuel                         177.9       117.7       359.6       288.7
	      Materials                     51.0        53.5       115.0       130.2
	      Equipment rents               54.9        55.1       103.9       121.5
	      Depreciation and
	       amortization                123.3       123.2       244.5       239.4
	      Purchased services and
	       other                       203.3       172.4       393.8       373.9
	                              ----------------------- -----------------------
	                                   960.1       846.4     1,920.3     1,821.2
	                              ----------------------- -----------------------
	    Operating income               274.1       184.9       480.7       319.7
	    Gain on sale of partnership
	     interest (Note 4)                 -        81.2           -        81.2
	    Less:
	      Other (income) and charges    (3.4)        9.6        (8.3)       18.1
	      Interest expense              64.8        72.6       131.5       144.2
	                              ----------------------- -----------------------

	    Income before income tax
	     expense                       212.7       183.9       357.5       238.6

	    Income tax expense
	     (Note 5)                       46.1        48.4        89.9        44.1
	                              ----------------------- -----------------------
	    Net income                $    166.6  $    135.5  $    267.6  $    194.5
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------

	    Earnings per share
	     (Note 6)
	      Basic earnings per
	       share                  $     0.99  $     0.81  $     1.59  $     1.18

	      Diluted earnings per
	       share                  $     0.98  $     0.80  $     1.58  $     1.18

	    Weighted average number
	     of shares (millions)
	      Basic                        168.6       168.0       168.6       164.5
	      Diluted                      169.2       168.4       169.0       164.7

	    Dividends declared per
	     share                    $   0.2700  $   0.2475  $   0.5175  $   0.4950

	    See notes to consolidated financial statements.



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

	                                                         June 30 December 31
	                                                            2010        2009

	                                                                    Restated
	                                                                 (see Note 2)
	                                                     ------------------------
	    Assets
	    Current assets
	      Cash and cash equivalents                       $    373.6  $    679.1
	      Accounts receivable, net                             441.2       655.1
	      Materials and supplies                               136.8       132.7
	      Deferred income taxes                                137.6       128.1
	      Other current assets                                  62.2        46.5
	                                                     ------------------------
	                                                         1,151.4     1,641.5

	    Investments                                            167.9       156.7
	    Net properties                                      12,044.5    11,978.5
	    Goodwill and intangible assets                         204.0       202.3
	    Other assets                                           171.2       175.8

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

	    Total assets                                      $ 13,739.0  $ 14,154.8

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


	    Liabilities and shareholders' equity
	    Current liabilities
	      Accounts payable and accrued liabilities        $    897.7  $    927.1
	      Income and other taxes payable                        36.1        31.9
	      Dividends payable                                     45.5        41.7
	      Long-term debt maturing within one year               40.2       605.3

	                                                     ------------------------
	                                                         1,019.5     1,606.0

	    Pension and other benefit liabilities                1,252.2     1,453.9
	    Other long-term liabilities                            486.8       479.9
	    Long-term debt                                       4,160.4     4,138.2
	    Deferred income taxes                                1,938.1     1,818.7
	                                                     ------------------------

	    Total liabilities                                    8,857.0     9,496.7

	    Shareholders' equity
	      Share capital                                      1,780.8     1,771.1
	      Additional paid-in capital                            29.4        30.8
	      Accumulated other comprehensive loss              (1,709.5)   (1,744.7)
	      Retained earnings                                  4,781.3     4,600.9

	                                                     ------------------------
	                                                         4,882.0     4,658.1
	                                                     ------------------------

	    Total liabilities and shareholders' equity        $ 13,739.0  $ 14,154.8
	                                                     ------------------------
	                                                     ------------------------

	    Commitments and contingencies (Note 12)

	    See notes to consolidated financial statements.



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

	                                For the three months      For the six months
	                                    ended June 30           ended June 30
	                                   2010       2009         2010       2009

	                                            Restated                Restated
	                                         (see Note 2)            (see Note 2)
	                              ----------------------- -----------------------

	    Operating activities
	      Net income              $    166.6  $    135.5  $    267.6  $    194.5
	      Reconciliation of net
	       income to cash provided
	       by operating activities:
	        Depreciation and
	         amortization              123.3       123.2       244.5       239.4
	        Deferred income taxes
	         (Note 5)                   43.5        53.3        85.1        43.8
	        Gain on sale of
	         partnership interest          -       (81.2)          -       (81.2)
	        Restructuring and
	         environmental
	         payments                   (6.0)      (10.5)      (11.6)      (19.0)
	        Pension funding in
	         excess of expense        (150.7)      (17.3)     (160.0)      (32.6)
	        Other operating
	         activities, net             0.4       (16.7)       17.8       (12.4)
	        Change in non-cash
	         working capital
	         balances related to
	         operations                 10.0       (51.2)      (72.0)      (63.1)
	                              ----------------------- -----------------------
	      Cash provided by
	       operating activities        187.1       135.1       371.4       269.4
	                              ----------------------- -----------------------
	    Investing activities
	      Additions to properties     (168.0)     (246.4)     (258.8)     (368.6)
	      Proceeds from the sale
	       of properties and other
	       assets                       17.4       144.3        26.4       152.3
	      Proceeds from sale of
	       long-term floating rate
	       notes                           -        12.3           -        12.3
	                              ----------------------- -----------------------
	      Cash used in investing
	       activities                 (150.6)      (89.8)     (232.4)     (204.0)
	                              ----------------------- -----------------------
	    Financing activities
	      Dividends paid               (41.7)      (41.7)      (83.4)      (79.7)
	      Issuance of CP Common
	       Shares                        3.9         3.4         6.9       499.2
	      Collection of receivable
	       from financial
	       institution                 219.8           -       219.8           -
	      Net decrease in
	       short-term borrowing            -       (76.4)          -       (94.5)
	      Issuance of long-term
	       debt                            -       409.5           -       409.5
	      Repayment of long-term
	       debt                       (581.2)     (593.3)     (590.3)     (606.5)
	      Other financing
	       activities                    0.2        29.2         0.2        29.2
	                              ----------------------- -----------------------
	      Cash (used in) provided
	       by financing activities    (399.0)     (269.3)     (446.8)      157.2
	                              ----------------------- -----------------------
	    Effect of foreign exchange
	     fluctuations on U.S.
	     dollar-denominated cash
	     and cash equivalents           12.3        (8.2)        2.3        (5.8)
	                              ----------------------- -----------------------
	    Cash position
	      (Decrease) increase in
	       cash and cash
	       equivalents                (350.2)     (232.2)     (305.5)      216.8
	      Cash and cash
	       equivalents at
	       beginning of period         723.8       566.5       679.1       117.5
	                              ----------------------- -----------------------
	    Cash and cash equivalents
	     at end of period         $    373.6  $    334.3  $    373.6  $    334.3
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------

	    Supplemental disclosures
	     of cash flow information
	      Income taxes paid       $      3.2  $      0.3  $      5.0  $      3.7
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------
	      Interest paid (see
	       Note 10)               $    174.0  $    101.7  $    219.1  $    160.3
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------

	    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
	     December 31,
	     2009, as
	     previously
	     reported        168.5  $1,771.1  $  30.8  $(1,746.3) $4,665.2  $4,720.8
	    Cumulative
	     adjustment
	     for change
	     in accounting
	     policy (see
	     Note 2)             -         -        -        1.6     (64.3)    (62.7)
	                  --------- -------------------------------------------------

	    Balance at
	     December 31,
	     2009, as
	     restated        168.5   1,771.1     30.8   (1,744.7)  4,600.9   4,658.1
	                  --------- -------------------------------------------------
	    Net income           -         -        -          -     267.6     267.6

	    Other
	     comprehensive
	     income              -         -        -       35.2         -      35.2
	                  --------- -------------------------------------------------
	    Comprehensive
	     income              -         -        -       35.2     267.6     302.8
	                  --------- -------------------------------------------------
	    Dividends
	     declared            -         -        -          -     (87.2)    (87.2)
	    Stock
	     compensation
	     expense             -         -      0.8          -         -       0.8
	    Shares issued
	     under stock
	     option plans      0.2       9.7     (2.2)         -         -       7.5
	                  --------- -------------------------------------------------
	    Balance at
	     June 30, 2010   168.7  $1,780.8  $  29.4  $(1,709.5) $4,781.3  $4,882.0
	                  --------- -------------------------------------------------
	                  --------- -------------------------------------------------
	    Comprehensive
	     income -
	     three months
	     ended
	     June 30, 2010       -         -        -  $    25.1  $  167.8  $  192.9
	                  --------- -------------------------------------------------

	    See notes to consolidated financial statements.



	    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
	    JUNE 30, 2010
	    (unaudited)

	    1   Basis of presentation

	        These unaudited 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 2009 U.S. GAAP
	        consolidated financial statements. The policies used are consistent
	        with the policies used in preparing the 2009 U.S. GAAP consolidated
	        financial statements, except as discussed in Note 2. 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. The 2009
	        global recession has affected financial results such that seasonal
	        fluctuations may not be consistent with those in prior years. The
	        timing of a return to seasonal trends consistent with prior years
	        will depend on the continued recovery of the economy and the related
	        impact on the Company's customers.

	    2   Accounting changes

	        Consolidations

	        In June 2009, the Financial Accounting Standards Board ("FASB")
	        issued Amendments to Consolidation of Variable Interest Entities. The
	        guidance retains the scope of the previous guidance and removes the
	        exemption of entities previously considered qualifying special
	        purpose entities. In addition, it replaces the previous quantitative
	        approach with a qualitative analysis approach for determining whether
	        the enterprise's variable interest or interests give it a controlling
	        financial interest in a variable interest entity. The guidance is
	        further amended to require ongoing reassessments of whether an
	        enterprise is the primary beneficiary of a variable interest entity
	        and requires enhanced disclosures about an enterprise's involvement
	        in a variable interest entity. The guidance is applicable to all
	        variable interest entities that existed at January 1, 2010, the date
	        of adoption, or are created thereafter. The Company has variable
	        interests in variable interest entities, however, the adoption of the
	        new guidance did not change the previous assessment that the Company
	        is not the primary beneficiary and as such does not consolidate the
	        variable interest entities. Additional note disclosure regarding the
	        nature of the Company's variable interests and where judgment was
	        required to assess the primary beneficiary of these variable interest
	        entities has been provided in Note 11.

	        Accounting for transfers of financial assets

	        The FASB has released additional guidance with respect to the
	        accounting and disclosure of transfers of financial assets such as
	        securitized accounts receivable. Although the Company currently does
	        not have an accounts receivable securitization program, the guidance,
	        which includes revisions to the derecognition criteria in a transfer
	        and the treatment of qualifying special purpose entities, would be
	        applicable to any future securitization. The new guidance is
	        effective for the Company from January 1, 2010. The adoption of this
	        guidance had no impact to the Company's financial statements.

	        Fair value measurement and disclosure

	        In January 2010, the FASB amended the disclosure requirements related
	        to fair value measurements. The update provides for new disclosures
	        regarding transfers in and out of Level 1 and Level 2 financial asset
	        and liability categories and expanded disclosures in the Level 3
	        reconciliation. The update also provides clarification that the level
	        of disaggregation should be at the class level and that disclosures
	        about inputs and valuation techniques are required for both recurring
	        and nonrecurring fair value measurements that fall in either Level 2
	        or Level 3. New disclosures and clarifications of existing
	        disclosures are 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 this guidance resulting in expanded note disclosure (Note 7).

	        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 taxes 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)

	                       For the three     For the six
	                        months ended    months ended         For the year
	                           June 30         June 30        ended December 31
	                        2010    2009    2010    2009    2009    2008    2007
	                      -------------------------------------------------------
	    Changes to Consolidated Statement of Income and Comprehensive Income

	      Depreciation and
	       amortization   $ (3.8) $ (3.5) $ (7.6) $ (7.0) $(14.0) $ (8.9) $ (9.5)

	      Compensation and
	       benefits          0.3     0.7     0.6     0.8     2.8     2.7     2.0
	      Fuel                 -       -       -       -     0.1     0.1     0.1
	      Materials          0.1     0.4     0.2     0.5     1.8     1.7     1.3
	      Purchased services
	       and other         2.1     4.1     3.9     4.8    15.9    15.4    11.3

	                      -------------------------------------------------------
	    Total operating
	     expenses           (1.3)    1.7    (2.9)   (0.9)    6.6    11.0     5.2

	    Income tax
	     expense             0.2    (0.6)    0.6     0.3    (1.2)   (3.2)    0.4
	                      -------------------------------------------------------
	    Net income        $  1.1  $ (1.1) $  2.3  $  0.6  $ (5.4) $ (7.8) $ (5.6)
	                      -------------------------------------------------------

	      Basic earnings
	       per share      $ 0.01  $(0.01) $ 0.01  $    -  $(0.03) $(0.05) $(0.04)
	      Diluted
	       earnings per
	       share          $ 0.01  $(0.01) $ 0.01  $    -  $(0.03) $(0.05) $(0.04)

	      Other
	       comprehensive
	       income (loss)    (0.8)    1.3    (0.3)    0.7     2.4    (2.8)    2.0
	                      -------------------------------------------------------
	    Comprehensive
	     income           $  0.3  $  0.2  $  2.0  $  1.3  $ (3.0) $(10.6) $ (3.6)
	                      -------------------------------------------------------

	    Changes to Consolidated Statement of Cash Flows

	      Cash provided by
	       operating
	       activities
	       (decrease)     $ (2.5) $ (5.2) $ (4.7) $ (6.1) $(20.6) $(19.9) $(14.7)
	      Cash used in
	       investing
	       activities
	       (decrease)     $ (2.5) $ (5.2) $ (4.7) $ (6.1) $(20.6) $(19.9) $(14.7)



	    Changes to Consolidated Balance Sheet

	                                               As at       As at       As at
	                                             June 30 December 31 December 31
	                                                2010        2009        2008
	                                          -----------------------------------
	      Net properties                       $   (86.4)  $   (89.0)  $   (86.2)
	      Deferred income tax liability            (25.7)      (26.3)      (26.5)
	      Accumulated other comprehensive
	       loss (income)                             1.3         1.6        (0.8)
	      Retained earnings                        (62.0)      (64.3)      (58.9)


	    3   Future accounting changes

	        There have been no new accounting pronouncements issued that are
	        expected to have a significant impact to the Company's financial
	        statements.

	    4   Gain on sale of partnership interest

	        During the second quarter of 2009, the Company completed a sale of a
	        portion of its investment in the Detroit River Tunnel Partnership
	        ("DRTP") to its existing partner, reducing the Company's ownership
	        from 50% to 16.5%. The proceeds received in the quarter from the
	        transaction were $110 million. Additional proceeds of $22 million are
	        contingent on achieving certain future freight volumes through the
	        tunnel, and have not been recognized. The gain on this transaction
	        was $81.2 million ($68.7 million after tax).

	    5   Income taxes

	                                For the three months      For the six months
	        (in millions of              ended June 30           ended June 30
	        Canadian dollars)           2010        2009        2010        2009
	                                            Restated                Restated
	                                         (see Note 2)            (see Note 2)
	                              ----------------------- -----------------------

	        Current income tax
	         expense              $      2.6  $     (4.9) $      4.8  $      0.3
	        Deferred income tax
	         expense                    43.5        53.3        85.1        43.8
	                              ----------------------- -----------------------

	        Income tax expense    $     46.1  $     48.4  $     89.9  $     44.1
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------

	        During the first quarter of 2009, legislation was enacted to reduce
	        British Columbia provincial income tax rates. As a result, the
	        Company recorded in the first quarter of 2009 a $6.2 million income
	        tax benefit related to the revaluation of its deferred income tax
	        balances as at December 31, 2008. In addition, during the three and
	        six months ended June 30, 2009, the tax impact of foreign exchange
	        losses increased expected income tax expense, based on the expected
	        annual effective tax rate, by approximately $17 million and
	        $9 million, respectively. Also, for the three and six months ended
	        June 30, 2009, the tax impact of a gain on sale of partnership
	        interest reduced expected income tax expense by approximately
	        $9 million. In the three and six months ended June 30, 2010, the tax
	        impact of foreign exchange gains decreased expected income tax
	        expense by approximately $9 million and $3 million, respectively.

	    6   Earnings per share

	        At June 30, 2010, the number of shares outstanding was 168.7 million
	        (June 30, 2009 - 168.1 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.

	        Diluted earnings per share have been calculated using the treasury
	        stock method, which assumes that any proceeds received from the
	        exercise of in-the-money options would be used to purchase Common
	        Shares at the average market price for the period.

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

	                                For the three months      For the six months
	                                     ended June 30           ended June 30
	        (in millions)               2010        2009        2010        2009
	                              ----------------------- -----------------------
	        Weighted average
	         shares outstanding        168.6       168.0       168.6       164.5
	        Dilutive effect of
	         stock options               0.6         0.4         0.4         0.2
	                              ----------------------- -----------------------
	        Weighted average
	         diluted shares
	         outstanding               169.2       168.4       169.0       164.7
	                              ----------------------- -----------------------
	                              ----------------------- -----------------------

	        For the three and six months ended June 30, 2010, 1,711,200 and
	        2,120,421 options, respectively, were excluded from the computation
	        of diluted earnings per share because their effects were not dilutive
	        (three and six months ended June 30, 2009 - 2,809,967 and 3,101,592,
	        respectively).

	    7   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 June 30, 2010 and December 31, 2009, the Company held long-term
	        floating rate notes with a total settlement value of $129.0 million
	        and $129.1 million, respectively, and carrying values of $74.9
	        million and $69.3 million, respectively. The carrying values, being
	        the estimated fair values, are reported in "Investments".

	        During the three and six months ended June 30, 2010, the Company
	        received $nil and $0.1 million, respectively, in partial redemption
	        of certain of the notes held. At June 30, 2010, the Company held
	        long-term floating rate notes with settlement value, as follows:

	        -  $116.7 million Master Asset Vehicle ("MAV") 2 notes with eligible
	           assets;
	        -  $12.1 million MAV 2 Ineligible Asset ("IA") Tracking notes; and
	        -  $0.2 million MAV 3 Class 9 Traditional Asset ("TA") Tracking
	           notes.

	        The MAV 2 Class A-1 notes have received a rating of A Under Review
	        with Positive Implications from DBRS. The MAV 2 Class A-2 notes have
	        received a BBB (low) rating from DBRS.

	        The valuation technique used by the Company to estimate the fair
	        value of its investment in long-term floating rate notes at June 30,
	        2010 and December 31, 2009 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. The above
	        noted redemption of notes, accretion and other minor changes in
	        assumptions have resulted in gains of $3.1 million and $5.6 million
	        in the three and six months ended June 30, 2010, respectively (three
	        and six months ended June 30, 2009 - $5.3 million and $5.3 million,
	        respectively). The interest rates and maturities of the various long-
	        term floating rate notes, discount rates and credit losses modelled
	        at June 30, 2010 and December 31, 2009, respectively, are:


	                               June 30, 2010          December 31, 2009

	        Probability weighted   0.4%                   Nil
	         average coupon
	         interest rate

	        Weighted average       7.5%                   7.9%
	         discount rate

	        Expected repayments    Three to 19 years      Three and a half
	         of long-term                                  to 19 years
	         floating rate notes

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

	                               MAV 2 IA Tracking      MAV 2 IA Tracking
	                                notes: 25%             notes: 25%

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


	        The probability weighted discounted cash flows resulted in an
	        estimated fair value of the Company's long-term floating rate notes
	        of $74.9 million at June 30, 2010 (December 31, 2009 - $69.3
	        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):


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

	        As at January 1, 2010                         $    129.1  $     69.3

	        Redemption of notes                                 (0.1)          -
	        Accretion                                              -         2.9
	        Change in market assumptions                           -         2.7
	                                                      -----------------------

	        As at June 30, 2010                           $    129.0  $     74.9
	                                                      -----------------------
	                                                      -----------------------

	        Accretion and gains and losses from the redemption of notes and
	        change in market assumptions are reported in "Other income and
	        charges".

	        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.

	        Financial derivatives or commodity instruments are used to mitigate
	        financial risk and are not 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 Canada,
	        the United States and other countries; as a result, revenues and
	        expenses are incurred in both Canadian and U.S. dollars. The Company
	        enters 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.

	        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. A portion 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 against 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.

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

	        Foreign exchange forward contracts

	        In 2007, the Company entered into a FX forward contract to fix the
	        exchange rate on US$400 million 6.250% Notes due 2011. This
	        derivative guaranteed the amount of Canadian dollars that the Company
	        will repay when its US$400 million 6.250% Notes mature in October
	        2011. This derivative was not designated as a hedge and changes in
	        fair value are recognized in net income in the period in which the
	        change occurs. During the first quarter of 2009, CP unwound and
	        settled US$25 million of the US$400 million currency forward for
	        total proceeds of $4.5 million received in the second quarter. In the
	        second quarter of 2009, a further US$275 million of the currency
	        forward was unwound and settled for total proceeds of $26.6 million.
	        During the remainder of 2009, CP unwound a further US$30 million for
	        total proceeds of $3.0 million. During the three months ended June
	        30, 2010, CP unwound the remaining US$70 million for total proceeds
	        of $0.2 million.

	        During the three months ended June 30, 2010, the Company recognized a
	        foreign exchange gain on long-term debt of $1.9 million recorded to
	        "Other income and charges" related to the currency forward comprised
	        of unrealized and realized gains. For the six months ended June 30,
	        2010, no gain or loss was reported. For the same periods in 2009, the
	        Company recorded a net loss of $30.9 million and $16.8 million,
	        respectively, inclusive of both realized and unrealized losses.

	        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.

	        Interest rate swaps

	        During the three months ended June 30, 2010, the Company entered into
	        interest rate swaps, classified as fair value hedges, for a notional
	        amount of US$101.4 million. The swap agreements converted the
	        Company's outstanding fixed interest rate liability into variable
	        rate liability for the 5.75% Notes due in May 2013. During the three
	        months ended June 30, 2010, accounting for the associated debt at the
	        floating interest rate decreased "Interest expense" by $0.1 million.
	        At June 30, 2010, the unrealized gain derived from the fair value of
	        these swap agreements was $1.6 million of which $0.5 million was
	        reflected in "Other current assets" and $1.1 million in "Other
	        assets" with an offset reflected in "Long-term debt". At December 31,
	        2009, the Company had no outstanding interest rate swaps.

	        During the second quarter of 2009, CP unwound its outstanding fixed-
	        to-floating interest rate swap, which converted a portion of its
	        US$400 million 6.250% Notes to floating-rate debt, for a gain of
	        $16.8 million. The gain was deferred as a fair value adjustment to
	        the underlying debt that was hedged and will be amortized to
	        "Interest expense" until such time the 6.250% Notes are repaid.
	        Subsequently, in the second quarter of 2009, CP repurchased a portion
	        of the underlying debt as part of a tender offer and recognized $6.5
	        million of the deferred gain to "Other income and charges" offsetting
	        part of the loss on repurchase of debt recognized in the second
	        quarter of 2009. During the three and six months ended June 30, 2010,
	        the Company amortized $1.1 million and $2.1 million, respectively, of
	        the remaining deferred gain to "Interest expense". Prior to the
	        unwind, accounting for the associated debt at the floating interest
	        rate decreased "Interest expense" by $1.7 million and $3.1 million
	        for the three and six months ended June 30, 2009, respectively.

	        The combined impact of current and previously settled interest rate
	        swaps reduced interest expense in the three months ended June 30,
	        2010 by $1.2 million and $2.2 million for the six months ended June
	        30, 2010 (three and six months ended June 30, 2009 - $1.7 million and
	        $3.1 million, respectively).

	        Treasury rate locks

	        At June 30, 2010, 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, 2009
	        - $23.9 million). This amount is composed of various unamortized
	        gains and losses related to specific debts which are reflected in
	        "Accumulated other comprehensive loss" and are amortized to "Interest
	        expense" in the period that interest on the related debt is charged.
	        The amortization of these gains and losses resulted in an increase in
	        "Interest expense" and "Other comprehensive income" of $1.8 million
	        and $1.7 million for the three and six months ended June 30, 2010,
	        respectively (three and six months ended June 30, 2009 - $1.9 million
	        and $1.8 million, respectively).

	        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 were intended to minimize
	        volatility to "Compensation and benefits" expense by providing a gain
	        to offset increased compensation expense as the share price increased
	        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. During 2009, the
	        Company decided not to expand its TRS program.

	        "Compensation and benefits" expense included an unrealized loss on
	        these swaps of $0.4 million for the three months ended June 30, 2010,
	        and an unrealized gain of $0.4 million for the six months ended June
	        30, 2010. For the same periods in 2009, the Company recorded an
	        unrealized gain of $13.6 million and a net gain of $2.9 million which
	        was inclusive of both realized losses and unrealized gains,
	        respectively. During the first quarter of 2009, in order to improve
	        the effectiveness of the TRS in mitigating the volatility of stock-
	        based compensation programs, CP unwound a portion of the program for
	        a total cost of $31.1 million. This cost had previously been
	        recognized in "Compensation and benefits" expense and was settled in
	        the second quarter of 2009. At June 30, 2010, the unrealized loss on
	        the TRS of $17.8 million was included in "Accounts payable and
	        accrued liabilities" (December 31, 2009 - $18.2 million).

	        Fuel price management
	        ---------------------

	        The Company is exposed to potential volatility in net income due to
	        increases or decreases in the price of diesel. Volatility in diesel
	        fuel prices can have a significant impact on the Company's income.

	        The impact of variable fuel expense is mitigated substantially
	        through fuel cost recovery programs. 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
	        diesel and crude oil. In addition, the Company may combine FX
	        forward contracts with fuel derivatives to effectively hedge the
	        risk associated with FX variability on fuel purchases and commodity
	        hedges.

	        At June 30, 2010, the Company had diesel futures contracts, which are
	        accounted for as cash flow hedges, to purchase approximately 14.7
	        million US gallons during the period July 2010 to June 2011 at an
	        average price of US$2.16 per US gallon. This represents approximately
	        5% of estimated fuel purchases for this period. At June 30, 2010, the
	        unrealized loss on these futures contracts was $0.9 million and was
	        reflected in "Accounts payable and accrued liabilities" with the
	        offset, net of tax, reflected in "Accumulated other comprehensive
	        loss". At December 31, 2009, the unrealized gain on these futures
	        contracts was $2.5 million and was reflected in "Other current
	        assets" with the offset, net of tax, reflected in "Accumulated other
	        comprehensive loss".

	        At June 30, 2010 and December 31, 2009, the Company had no remaining
	        crude futures and associated FX forward contracts.

	        During the three and six months ended June 30, 2010, the impact of
	        settled commodity swaps benefited "Fuel" expense by $0.7 million and
	        $1.6 million, respectively, as a result of realized gains on diesel
	        swaps. For the three months ended June 30, 2009, the net impact of
	        settled commodity swaps decreased "Fuel" expense by $0.9 million as a
	        result of realized gains on diesel swaps and crude oil swaps. For the
	        six months ended June 30, 2009, the net impact of settled commodity
	        swaps increased "Fuel" expense by $4.8 million, as a result of
	        realized losses on diesel swaps, offset in part by gains on crude oil
	        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 and six months ended June 30, 2010 and 2009:

	                                                                  Amount of
	                                                                 gain (loss)
	                              Location of       Amount of        recognized
	                              gain (loss)      gain (loss)        in other
	        (in millions          recognized       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             ended
	                                                 June 30           June 30
	                                             2010     2009     2010     2009
	                                          -----------------------------------
	        Derivatives
	         designated
	         as hedging
	         instruments
	          Effective
	           portion
	          Crude oil
	           swaps            Fuel expense  $     -  $   0.8  $     -  $   0.9
	          Diesel future
	           contracts        Fuel expense      0.7      0.1     (3.7)     1.6
	          FX contracts
	           on fuel          Fuel expense        -        -        -     (0.4)
	          Interest
	           rate swap    Interest expense      1.2      1.7        -        -
	                            Other income
	                             and charges        -      6.5        -        -
	          Treasury rate
	           locks        Interest expense     (1.8)    (1.9)     1.8      1.9

	        Derivatives
	         not designated
	         as hedging
	         instruments
	          Total return      Compensation
	           swap             and benefits     (0.4)    13.6        -        -
	          FX forward        Other income
	           contracts         and charges      1.9    (30.9)       -        -
	          Treasury rate
	           locks        Interest expense        -     (0.7)       -        -
	                                          -----------------------------------
	                                          $   1.6  $ (10.8) $  (1.9) $   4.0
	                                          -----------------------------------
	                                          -----------------------------------



	                                                                  Amount of
	                                                                 gain (loss)
	                              Location of       Amount of        recognized
	                              gain (loss)      gain (loss)        in other
	        (in millions          recognized       recognized      comprehensive
	         of Canadian         in income on     in income on       income on
	         dollars)             derivatives      derivatives      derivatives
	                        -----------------------------------------------------
	                                                 For the           For the
	                                                six months       six months
	                                                  ended             ended
	                                                 June 30           June 30
	                                             2010     2009     2010     2009
	                                          -----------------------------------
	        Derivatives
	         designated
	         as hedging
	         instruments
	          Effective
	           portion
	          Crude oil
	           swaps            Fuel expense  $     -  $   1.0  $     -  $   0.3
	          Diesel future
	           contracts        Fuel expense      1.6     (5.8)    (3.4)     6.0
	          FX contracts
	           on fuel          Fuel expense        -        -        -     (0.2)
	          Interest rate
	           swap         Interest expense      2.2      3.1        -        -
	                            Other income
	                             and charges        -      6.5        -        -
	          Treasury rate
	           locks        Interest expense     (1.7)    (1.8)     1.7      1.8

	        Derivatives
	         not designated
	         as hedging
	         instruments
	          Total return
	           swap             Compensation
	                            and benefits      0.4      2.9        -        -
	          FX forward
	           contracts        Other income
	                             and charges        -    (16.8)       -        -
	          Treasury rate
	           locks         Interest expense       -     (0.7)       -        -
	                                          -----------------------------------

	                                          $   2.5  $ (11.6) $  (1.7) $   7.9
	                                          -----------------------------------
	                                          -----------------------------------

	        At June 30, 2010, the Company expected that, during the next 12
	        months, $0.9 million of unrealized holding losses 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 and six months ended June 30, 2010 and 2009:

	                                                                   Effective
	                                 Location of                         portion
	                                 ineffective     Ineffective   recognized in
	                                     portion         portion           other
	        (in millions of        recognized in      recognized   comprehensive
	         Canadian dollars)            income       in income          income
	                           --------------------------------------------------
	                                               For the three   For the three
	                                                months ended    months ended
	                                                     June 30         June 30
	                                                2010    2009    2010    2009
	                                              -------------------------------

	        FX on LTD within net
	         investment hedge       Other income
	                                 and charges  $  0.6  $ (1.3) $(75.4) $143.5
	                                              -------------------------------
	                                              -------------------------------

	                                                                   Effective
	                                 Location of                         portion
	                                 ineffective     Ineffective   recognized in
	                                     portion         portion           other
	        (in millions of        recognized in      recognized   comprehensive
	         Canadian dollars)            income       in income          income
	                        -----------------------------------------------------
	                                                 For the six     For the six
	                                                months ended    months ended
	                                                     June 30         June 30
	                                                2010    2009    2010    2009
	                                              -------------------------------

	        FX on LTD within net
	         investment hedge       Other income
	                                 and charges  $  2.6  $ (4.9) $(25.2) $ 85.6
	                                              -------------------------------
	                                              -------------------------------


	    8   Stock-based compensation

	        At June 30, 2010, 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 six months ended June 30, 2010 of $12.9
	        million and $30.8 million, respectively (three and six months ended
	        June 30, 2009 - $41.8 million and $37.8 million, respectively).

	        Tandem stock appreciation rights ("TSARs")

	        In the first six months of 2010, under CP's stock option plans, the
	        Company issued 812,900 TSARs at the weighted average exercise price
	        of $51.81 per share, based on the closing price on the grant date.

	        Pursuant to the employee plan, these TSARs 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 at the grant date was
	        $11.6 million for TSARs issued in the first six months of 2010 (first
	        six months of 2009 - $5.4 million). The weighted average fair value
	        assumptions were approximately:

	                                                          For the six months
	                                                             ended June 30
	                                                            2010        2009
	                                                     ------------------------
	        Grant price                                   $    51.81  $    36.29

	        Expected life (years)(1)                            6.25        5.00
	        Risk-free interest rate(2)                          2.74%       2.14%
	        Expected stock price volatility(3)                    30%         30%
	        Expected annual dividends per share(4)        $     0.99  $     0.99
	        Weighted average fair value of TSARs
	         granted during the period                    $    14.27  $     7.24
	                                                     ------------------------

	        (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) Based on the annualized dividend rate on the date of grant.


	        Regular options

	        In the first six months of 2010, under CP's stock option plans, the
	        Company issued 29,800 regular options at the weighted average
	        exercise price of $56.69 per share, based on the closing price on the
	        grant date.

	        Under the fair value method, the fair value at the grant date was
	        $0.5 million for options issued in the first six months of 2010
	        (first six months of 2009 - $nil).

	        Performance share unit ("PSU") plan

	        In the first six months of 2010, the Company issued 328,020 PSUs with
	        a grant date fair value of $15.4 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.

	    9   Pensions and other benefits

	        At June 30, the elements of net periodic benefit cost for defined
	        benefit pension plans and other benefits recognized in the three and
	        six months ended June 30, 2010, included the following components:

	                                                 For the three months
	                                                    ended June 30
	                                             Pensions         Other benefits
	                                     ----------------------------------------
	        (in millions of
	         Canadian dollars)                2010      2009      2010      2009
	                                     ----------------------------------------
	        Current service cost
	         (benefits earned by
	          employees in the period)    $   21.6  $   16.8  $    3.9  $    3.1
	        Interest cost on benefit
	         obligation                      116.1     120.6       7.0       6.8
	        Expected return on fund
	         assets                         (149.6)   (139.4)     (0.2)     (0.2)
	        Recognized net actuarial loss     17.8       1.9       1.3       0.9
	        Amortization of prior
	         service costs                     3.3       5.7      (0.4)     (0.4)
	        Settlement gain(1)                   -         -         -      (8.7)
	                                     ----------------------------------------
	        Net periodic benefit cost     $    9.2  $    5.6  $   11.6  $    1.5
	                                     ----------------------------------------
	                                     ----------------------------------------


	                                                 For the six months
	                                                   ended June 30
	                                             Pensions         Other benefits
	                                     ----------------------------------------
	        (in millions of
	         Canadian dollars)                2010      2009      2010      2009
	                                     ----------------------------------------
	        Current service cost
	         (benefits earned by
	         employees in the period)     $   43.2  $   33.7  $    7.8  $    7.3
	        Interest cost on benefit
	         obligation                      232.2     241.3      14.0      14.7
	        Expected return on fund
	         assets                         (299.2)   (278.9)     (0.4)     (0.5)
	        Recognized net actuarial
	         loss                             35.6       3.8       2.6       1.9
	        Amortization of prior
	         service costs                     6.6      11.4      (0.8)     (0.8)
	        Settlement gain(1)                   -         -         -      (8.7)
	                                     ----------------------------------------
	        Net periodic benefit cost     $   18.4  $   11.3  $   23.2  $   13.9
	                                     ----------------------------------------
	                                     ----------------------------------------

	        (1) Settlement gains resulted from certain post-retirement benefit
	            obligations being assumed by a U.S. national multi-employer
	            benefit plan.

	        In the three months ended June 30, 2010, the Company made
	        contributions of $159.7 million and $178.4 million, respectively
	        (2009 - $21.4 million and $43.7 million, respectively) to its defined
	        benefit pension plans. The contributions made in the second quarter
	        of 2010 included, at the Company's option, amounts equivalent to the
	        estimated current and past service contribution requirements for the
	        Company's main Canadian defined benefit plan for the balance of 2010.

	    10  Interest paid

	        Interest paid in the three and six months ended June 30, 2010,
	        included an amount of $71.7 million of accrued interest in relation
	        to a long-term debt that matured in June 2010.

	    11  Variable interest entities

	        The Company leases equipment from certain trusts, which have been
	        determined to be variable interest entities financed by a combination
	        of debt and equity provided by unrelated third parties. The lease
	        agreements, which are classified as operating leases, have a fixed
	        price purchase option which create the Company's variable interest
	        and result in the trusts being considered variable interest entities.
	        These fixed price purchase options are set at the estimated fair
	        market value as determined at the inception of the lease and could
	        provide the Company with potential gains. These options are
	        considered variable interests, however, they are not expected to
	        provide a significant benefit to the Company.

	        The Company is responsible for maintaining and operating the leased
	        assets according to specific contractual obligations outlined in the
	        terms of the lease agreements and industry standards. The rigor of
	        the contractual terms of the lease agreements and industry standards
	        are such that the Company has limited discretion over the maintenance
	        activities associated with these assets. As such the Company
	        concluded these terms do not provide the Company with the power to
	        direct the activities of the variable interest entities in a way that
	        has a significant impact on the entities' economic performance.

	        The Company's financial exposure as a result of its involvement with
	        the variable interest entities is equal to the fixed lease payments
	        due to the trusts. In 2010 lease payments after tax will amount to
	        $9.3 million. Future minimum lease payments, before tax, of
	        $256.2 million will be payable over the next 20 years (Note 12).

	        The Company does not guarantee the residual value of the assets to
	        the lessor, however, it must deliver to the lessor the assets in good
	        operating condition, subject to normal wear and tear, at the end of
	        the lease term.

	        As the Company's actions and decisions do not significantly effect on
	        the variable interest entities' performance, and the Company's fixed
	        purchase price option is not considered to be potentially significant
	        to the variable interest entities, the Company is not considered to
	        be the primary beneficiary, and does not consolidate these variable
	        interest entities. As the leases are considered to be operating
	        leases, the Company does not recognize any balances in the
	        Consolidated Balance Sheet in relation to the variable interest
	        entities.

	    12  Commitments and 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 June 30, 2010, 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 June 30, 2010, the Company had committed to total future capital
	        expenditures amounting to $177.7 million and operating expenditures
	        amounting to $1,750.1 million for the years 2010-2028.

	        Operating lease commitments

	        At June 30, 2010, minimum payments under operating leases were
	        estimated at $876.8 million in aggregate, with annual payments in
	        each of the next five years of: balance of 2010 - $72.7 million;
	        2011 - $131.9 million; 2012 - $121.0 million; 2013 - $106.4 million;
	        2014 - $79.9 million.

	        Environmental remediation accruals

	        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". Payments are expected to
	        be made over 10 years to 2020.

	        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 credited to income in
	        the three months ended June 30, 2010 was $0.1 million and charged to
	        income in the six months ended June 30, 2010 was $1.5 million (three
	        and six months ended June 30, 2009 - charges of $0.6 million and $1.6
	        million, respectively).

	        Guarantees

	        At June 30, 2010, the Company had residual value guarantees on
	        operating lease commitments of $169.9 million. The maximum amount
	        that could be payable under these and all of the Company's other
	        guarantees cannot be reasonably estimated due to the nature of
	        certain of the guarantees. All or a portion of amounts paid under
	        certain guarantees could be recoverable from other parties or through
	        insurance. The Company accrues for all guarantees that it expects to
	        pay. At June 30, 2010, these accruals amounted to $9.4 million.

	    13  Reconciliation of U.S. GAAP to Canadian GAAP

	        The unaudited consolidated financial statements of the Company
	        have been prepared in accordance with U.S. GAAP. The material
	        differences between U.S. GAAP and Canadian generally accepted
	        accounting principles ("Canadian GAAP") as they relate to the
	        Company are explained and quantified below, along with their
	        effect on the Company's Consolidated Statement of Income and
	        Consolidated Balance Sheet.

	        (a) Accounting for derivative instruments and hedging: The
	            measurement and recognition rules for derivative instruments and
	            hedging under Canadian GAAP are largely harmonized with U.S.
	            GAAP. However, under Canadian GAAP, only the ineffective portion
	            of a net investment hedge that represents an over hedge is
	            recognized in income, whereas under U.S. GAAP, any ineffective
	            portion is recognized in income immediately.

	        (b) Pensions and post-retirement benefits: The Company is required to
	            recognize the over or under funded status of defined benefit
	            pension and other post-retirement benefit plans on the balance
	            sheet under U.S. GAAP. The over or under funded status is
	            measured as the difference between the fair value of the plan
	            assets and the benefit obligation, being the projected benefit
	            obligation for pension plans and the accumulated benefit
	            obligation for other post-retirement benefit plans. In addition,
	            any previously unrecognized actuarial gains and losses and prior
	            service costs and credits that arise during the period will be
	            recognized as a component of other comprehensive income ("OCI"),
	            net of tax. Under Canadian GAAP the over or under funded status
	            of defined benefit pension and post-retirement benefit plans is
	            not recognized in the balance sheet. Canadian GAAP recognizes an
	            asset for contributions made in excess of amounts recognized as
	            expense in the Consolidated Statement of Income and a liability
	            when contributions are less than amounts recognized as expense.

	            Prior service costs are amortized under Canadian GAAP and U.S.
	            GAAP. However, the period over which costs related to events
	            before 2000 are amortized differs between Canadian GAAP and U.S.
	            GAAP.

	        (c) Post-employment benefits: Post-employment benefits are covered by
	            the CICA Section 3461 "Employee Future Benefits". Consistent with
	            accounting for post-retirement benefits, the policy permits
	            amortization of actuarial gains and losses if they fall outside
	            of the corridor. Under U.S. GAAP, such gains and losses on post-
	            employment benefits that do not vest or accumulate are included
	            immediately in income.

	        (d) Termination and severance benefits: Termination and severance
	            benefits are covered by the CICA Section 3461 "Employee Future
	            Benefits" and the CICA Emerging Issues Committee Abstract 134
	            "Accounting for Severance and Termination Benefits" ("EIC 134").
	            Upon transition to the CICA Section 3461 effective January 1,
	            2000, a net transitional asset was created and was being
	            amortized to income. During the first quarter of 2009 this
	            transitional asset was fully amortized. Under U.S. GAAP, the
	            expected benefits were not accrued and are expensed when paid.

	        (e) Stock-based compensation: U.S. GAAP requires the use of an
	            option-pricing model to fair value, at the grant date, share-
	            based awards issued to employees, including stock options, TSARs,
	            PSUs, RSUs, and DSUs. TSARs, PSUs, RSUs, and DSUs are
	            subsequently re-measured at fair value each reporting period.
	            Under Canadian GAAP, liability awards that are settled, such as
	            TSARs, PSUs, RSUs and DSUs, are accounted for using the intrinsic
	            method. U.S. GAAP also requires that CP accounts for forfeitures
	            on an estimated basis. Under Canadian GAAP, CP has elected to
	            account for forfeitures on an actual basis as they occur.

	        (f) Internal use software: Under U.S. GAAP certain costs, including
	            preliminary project phase costs, are expensed as incurred. These
	            costs are capitalized and depreciated under Canadian GAAP.

	        (g) Capitalization of interest: U.S. GAAP requires interest costs to
	            be capitalized for all qualifying capital programs. Under
	            Canadian GAAP capitalization of interest is a policy choice and
	            the Company expenses interest related to capital projects
	            undertaken during the year unless specific debt is attributed to
	            a capital program. Differences in GAAP result in additional
	            capitalization of interest under U.S. GAAP and subsequent related
	            depreciation.

	        (h) Joint venture: The CICA Section 3055 "Interest in Joint
	            Ventures" requires the proportionate consolidation method to be
	            applied to the recognition of interests in joint ventures in
	            consolidated financial statements. Until April 1, 2009, the
	            Company accounted for its joint-venture interest in the DRTP
	            under Canadian GAAP using the proportionate consolidation method.
	            During the second quarter of 2009, the Company completed a sale
	            of a portion of its investment in the DRTP to its existing
	            partner, reducing the Company's ownership from 50% to 16.5%.
	            Effective April 1, 2009, the Company discontinued proportionate
	            consolidation and accounts for its remaining investment in the
	            DRTP under the equity method of accounting. U.S. GAAP requires
	            the equity method of accounting to be applied to interests in
	            joint ventures. This had no effect on net income as it represents
	            a classification difference within the Consolidated Statement of
	            Income and Consolidated Balance Sheet for periods prior to
	            April, 2009.

	        (i) Long-term debt: Under Canadian GAAP, offsetting amounts with the
	            same party and with a legal right to offset are netted against
	            each other. U.S. GAAP does not allow netting of assets and
	            liabilities among three parties. In 2003, the Company and one of
	            its subsidiaries entered into a contracts with a financial
	            institution resulting in a receivable amount and long-term debt
	            payable. In the second quarter of 2010, these contracts were
	            unwound eliminating this difference.

	            As well, transaction costs have been added to the fair value of
	            the "Long-term debt" under Canadian GAAP whereas under U.S. GAAP
	            such costs are recorded separately with "Other assets".

	        (j) Capital leases: Under U.S. GAAP, certain leases, which are
	            recorded as capital leases under Canadian GAAP, do not meet the
	            criteria for capital leases and are recorded as operating leases.
	            These relate to equipment leases, previously recorded as
	            operating leases under Canadian and U.S. GAAP, which were renewed
	            within the last 25 percent of the equipment's useful life.

	        (k) Investment tax credits: Under U.S. GAAP investment tax credits
	            are credited against income tax expense whereas under Canadian
	            GAAP these tax credits are offset against the related operating
	            expense. There is no impact to net income as a result of this
	            GAAP difference.

	        (l) Cash flows: There are no material differences between cash flows
	            under U.S. GAAP and Canadian GAAP.

	        Comparative income statement

	        Consolidated net income is reconciled from Canadian to U.S. GAAP
	        below.


	        (in millions of Canadian
	         dollars, except per
	         share data)                           Three months ended June 30
	                                                          2010
	                                           ----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                              GAAP    adjustments     GAAP

	        Revenues
	        Freight (h)                         $1,202.2    $      -    $1,202.2
	        Other (h)                               32.0           -        32.0
	                                           ----------------------------------
	                                             1,234.2           -     1,234.2

	        Operating expenses
	        Compensation and benefits
	         (b, c, d, e, f)                       349.1         0.6       349.7
	        Fuel                                   177.9           -       177.9
	        Materials (f)                           48.5         2.5        51.0
	        Equipment rents (j)                     54.6         0.3        54.9
	        Depreciation and amortization
	         (f, g, h, j, k)                       122.7         0.6       123.3
	        Purchased services and other
	         (c, f, h, k)                          207.7        (4.4)      203.3
	                                           ----------------------------------
	                                               960.5        (0.4)      960.1

	        Operating income                       273.7         0.4       274.1

	        Gain on sale of partnership
	         interest                                  -           -           -
	        Less:
	          Other (income) and charges (a)        (2.6)       (0.8)       (3.4)
	          Interest expense (g, j)               67.3        (2.5)       64.8
	                                           ----------------------------------
	        Income before income tax expense       209.0         3.7       212.7

	        Income tax expense
	         (recovery) (k)(2)                      46.0         0.1        46.1
	                                           ----------------------------------
	        Net income                          $  163.0    $    3.6    $  166.6
	                                           ----------------------------------
	                                           ----------------------------------
	        Basic earnings per share            $   0.97    $    0.2    $   0.99

	        Diluted earnings per share          $   0.96    $    0.2    $   0.98


	        (in millions of Canadian
	         dollars, except per
	         share data)                           Three months ended June 30
	                                                          2009
	                                           ----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                             GAAP(1)  adjustments     GAAP

	        Revenues
	        Freight (h)                         $1,000.8    $    0.6    $1,001.4
	        Other (h)                               56.3       (26.4)       29.9
	                                           ----------------------------------
	                                             1,057.1       (25.8)    1,031.3

	        Operating expenses
	        Compensation and benefits
	         (b, c, d, e, f)                       302.5        22.0       324.5
	        Fuel                                   117.7           -       117.7
	        Materials (f)                           52.4         1.1        53.5
	        Equipment rents (j)                     54.7         0.4        55.1
	        Depreciation and amortization
	         (f, g, h, j, k)                       120.8         2.4       123.2
	        Purchased services and other
	         (c, f, h, k)                          183.3       (10.9)      172.4
	                                           ----------------------------------
	                                               831.4        15.0       846.4

	        Operating income                       225.7       (40.8)      184.9

	        Gain on sale of partnership
	         interest                               81.2           -        81.2
	        Less:
	          Other (income) and charges (a)        14.0        (4.4)        9.6
	          Interest expense (g, j)               73.4        (0.8)       72.6
	                                           ----------------------------------
	        Income before income tax expense       219.5       (35.6)      183.9

	        Income tax expense
	         (recovery) (k)(2)                      64.3       (15.9)       48.4
	                                           ----------------------------------
	        Net income                          $  155.2    $  (19.7)   $  135.5
	                                           ----------------------------------
	                                           ----------------------------------
	        Basic earnings per share            $   0.92    $  (0.11)   $   0.81

	        Diluted earnings per share          $   0.92    $  (0.12)   $   0.80


	        (1) Restated for the Company's changes in accounting policies in
	            relation to the accounting for rail grinding, discussed in Note 2
	            to these consolidated financial statements, and for locomotive
	            overhauls and amortization of pension plan amendments for
	            unionized employees, discussed in Note 2 of the Company's 2009
	            annual consolidated financial statements. In addition, certain
	            revenue and operating expense items have been reclassified in
	            order to be consistent with U.S. GAAP presentation.
	        (2) Adjustment for income tax expense (recovery) includes the tax
	            effect of other U.S. to Canadian GAAP differences, in addition to
	            the impact of difference (k) Investment tax credits.


	        Comparative income statement

	        Consolidated net income is reconciled from Canadian to U.S. GAAP
	        below:

	        (in millions of Canadian
	         dollars, except per
	         share data)                            Six months ended June 30
	                                                          2010
	                                           ----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                              GAAP    adjustments     GAAP

	        Revenues
	        Freight (h)                         $2,340.4    $      -    $2,340.4
	        Other (h)                               60.6           -        60.6
	                                           ----------------------------------
	                                             2,401.0           -     2,401.0

	        Operating expenses
	        Compensation and benefits
	         (b, c, d, e, f)                       694.4         9.1       703.5
	        Fuel                                   359.6           -       359.6
	        Materials (f)                          110.6         4.4       115.0
	        Equipment rents (j)                    103.3         0.6       103.9
	        Depreciation and amortization
	         (f, g, h, j, k)                       243.2         1.3       244.5
	        Purchased services and other
	         (c, f, h, k)                          402.8        (9.0)      393.8
	                                           ----------------------------------
	                                             1,913.9         6.4     1,920.3

	        Operating income                       487.1        (6.4)      480.7

	        Gain on sale of partnership
	         interest                                  -           -           -
	        Less:
	          Other (income) and charges (a)        (5.6)       (2.7)       (8.3)
	          Interest expense (g, j)              136.5        (5.0)      131.5
	                                           ----------------------------------
	        Income before income tax expense       356.2         1.3       357.5

	        Income tax expense
	         (recovery) (k)(2)                      88.3         1.6        89.9
	                                           ----------------------------------
	        Net income                          $  267.9    $   (0.3)   $  267.6

	                                           ----------------------------------
	                                           ----------------------------------
	        Basic earnings per share            $   1.59    $      -    $   1.59
	        Diluted earnings per share          $   1.59    $  (0.01)   $   1.58


	        (in millions of Canadian
	         dollars, except per
	         share data)                            Six months ended June 30
	                                                          2009
	                                           ----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                             GAAP(1)  adjustments     GAAP

	        Revenues
	        Freight (h)                         $2,079.9    $   (2.5)   $2,077.4
	        Other (h)                               86.3       (22.8)       63.5
	                                           ----------------------------------
	                                             2,166.2       (25.3)    2,140.9

	        Operating expenses
	        Compensation and benefits
	         (b, c, d, e, f)                       643.8        23.7       667.5
	        Fuel                                   288.7           -       288.7
	        Materials (f)                          128.6         1.6       130.2
	        Equipment rents (j)                    120.8         0.7       121.5
	        Depreciation and amortization
	         (f, g, h, j, k)                       238.8         0.6       239.4
	        Purchased services and other
	         (c, f, h, k)                          380.3        (6.4)      373.9
	                                           ----------------------------------
	                                             1,801.0        20.2     1,821.2

	        Operating income                       365.2       (45.5)      319.7

	        Gain on sale of partnership
	         interest                               81.2           -        81.2
	        Less:
	          Other (income) and charges (a)        21.7        (3.6)       18.1
	          Interest expense (g, j)              145.7        (1.5)      144.2
	                                           ----------------------------------
	        Income before income tax expense       279.0       (40.4)      238.6

	        Income tax expense
	         (recovery) (k)(2)                      62.0       (17.9)       44.1
	                                           ----------------------------------
	        Net income                          $  217.0    $  (22.5)   $  194.5

	                                           ----------------------------------
	                                           ----------------------------------
	        Basic earnings per share            $   1.32    $  (0.14)   $   1.18
	        Diluted earnings per share          $   1.32    $  (0.14)   $   1.18


	        (1) Restated for the Company's changes in accounting policies in
	            relation to the accounting for rail grinding, discussed in Note 2
	            to these consolidated financial statements, and for locomotive
	            overhauls and amortization of pension plan amendments for
	            unionized employees, discussed in Note 2 of the Company's 2009
	            annual consolidated financial statements. In addition, certain
	            revenue and operating expense items have been reclassified in
	            order to be consistent with U.S. GAAP presentation.
	        (2) Adjustment for income tax expense (recovery) includes the tax
	            effect of other U.S. to Canadian GAAP differences, in addition to
	            the impact of difference (k) Investment tax credits.


	        Consolidated balance sheet

	        The Consolidated Balance Sheet is reconciled from Canadian to U.S.
	        GAAP below:

	        (in millions of
	         Canadian dollars)                           June 30, 2010
	                                          -----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                              GAAP    adjustments     GAAP

	        Assets
	        Current assets
	          Cash and cash equivalents        $   373.6   $       -   $   373.6
	          Accounts receivable, net (i)         441.2           -       441.2
	          Materials and supplies               136.8           -       136.8
	          Deferred income taxes                137.6           -       137.6
	          Other current assets                  62.2           -        62.2
	                                          -----------------------------------
	                                             1,151.4           -     1,151.4

	        Investments                            167.9           -       167.9
	        Net properties (e, f, g, j)         11,946.0        98.5    12,044.5
	        Goodwill and intangible assets         204.0           -       204.0
	        Other assets (b, i)                  2,013.2    (1,842.0)      171.2
	                                          -----------------------------------
	        Total assets                       $15,482.5   $(1,743.5)  $13,739.0
	                                          -----------------------------------
	                                          -----------------------------------

	        Liabilities and shareholders'
	         equity
	        Current liabilities
	          Accounts payable and accrued
	           liabilities (e)                 $   882.6   $    15.1   $   897.7
	          Income and other taxes payable        36.1           -        36.1
	          Dividends payable                     45.5           -        45.5
	          Long-term debt maturing within
	           one year (i, j)                      41.1        (0.9)       40.2
	                                          -----------------------------------
	                                             1,005.3        14.2     1,019.5

	        Pension and other benefit
	         liabilities (b, c)                        -     1,252.2     1,252.2
	        Other long-term liabilities
	         (b, c, e)                             803.9      (317.1)      486.8
	        Long-term debt (i, j)                4,210.5       (50.1)    4,160.4
	        Future/deferred income taxes
	         (b, c, e, f, g, j)                  2,628.6      (690.5)    1,938.1
	                                          -----------------------------------
	        Total liabilities                    8,648.3       208.7     8,857.0

	        Shareholders' equity
	          Share capital (e)                  1,755.0        25.8     1,780.8
	          Contributed surplus/Additional
	           paid-in capital (e)                  33.4        (4.0)       29.4
	          Accumulated other comprehensive
	           income (loss) (a, b)                 52.9    (1,762.4)   (1,709.5)
	          Retained income/earnings
	           (a, b, c, e, f, g, j)             4,992.9      (211.6)    4,781.3
	                                          -----------------------------------
	                                             6,834.2    (1,952.2)    4,882.0
	                                          -----------------------------------
	        Total liabilities and
	         shareholders' equity              $15,482.5   $(1,743.5)  $13,739.0
	                                          -----------------------------------
	                                          -----------------------------------


	        (in millions of
	         Canadian dollars)                         December 31, 2009
	                                          -----------------------------------
	                                            Canadian   U.S. GAAP      U.S.
	                                             GAAP(1)  adjustments     GAAP

	        Assets
	        Current assets
	          Cash and cash equivalents        $   679.1   $       -   $   679.1
	          Accounts receivable, net (i)         441.0       214.1       655.1
	          Materials and supplies               132.7           -       132.7
	          Deferred income taxes                128.1           -       128.1
	          Other current assets                  46.5           -        46.5
	                                          -----------------------------------
	                                             1,427.4       214.1     1,641.5

	        Investments                            156.7           -       156.7
	        Net properties (e, f, g, j)         11,878.8        99.7    11,978.5
	        Goodwill and intangible assets         202.3           -       202.3
	        Other assets (b, i)                  1,777.2    (1,601.4)      175.8
	                                          -----------------------------------
	        Total assets                       $15,442.4   $(1,287.6)  $14,154.8
	                                          -----------------------------------
	                                          -----------------------------------

	        Liabilities and shareholders'
	         equity
	        Current liabilities
	          Accounts payable and accrued
	           liabilities (e)                 $   917.3   $     9.8   $   927.1
	          Income and other taxes payable        31.9           -        31.9
	          Dividends payable                     41.7           -        41.7
	          Long-term debt maturing within
	           one year (i, j)                     392.1       213.2       605.3
	                                          -----------------------------------
	                                             1,383.0       223.0     1,606.0

	        Pension and other benefit
	         liabilities (b, c)                        -     1,453.9     1,453.9
	        Other long-term liabilities
	         (b, c, e)                             790.2      (310.3)      479.9
	        Long-term debt (i, j)                4,102.7        35.5     4,138.2
	        Future/deferred income taxes
	         (b, c, e, f, g, j)                  2,523.2      (704.5)    1,818.7
	                                          -----------------------------------
	        Total liabilities                    8,799.1       697.6     9,496.7

	        Shareholders' equity
	          Share capital (e)                  1,746.4        24.7     1,771.1
	          Contributed surplus/Additional
	           paid-in capital (e)                  33.5        (2.7)       30.8
	          Accumulated other comprehensive
	           income (loss) (a, b)                 51.1    (1,795.8)   (1,744.7)
	          Retained income/earnings
	           (a, b, c, e, f, g, j)             4,812.3      (211.4)    4,600.9
	                                          -----------------------------------
	                                             6,643.3    (1,985.2)    4,658.1
	                                          -----------------------------------
	        Total liabilities and
	         shareholders' equity              $15,442.4   $(1,287.6)  $14,154.8
	                                          -----------------------------------
	                                          -----------------------------------

	        (1) Restated for the Company's changes in accounting policies in
	            relation to the accounting for rail grinding, discussed in Note 2
	            to these consolidated financial statements, and for locomotive
	            overhauls and amortization of pension plan amendments for
	            unionized employees, discussed in Note 2 of the Company's 2009
	            annual consolidated financial statements. In addition, certain
	            revenue and operating expense items have been reclassified in
	            order to be consistent with U.S. GAAP presentation.

	        Disclosures required by Canadian GAAP

	        Future accounting changes
	        -------------------------

	        U.S. GAAP/International Financial Reporting Standards ("IFRS")

	        On February 13, 2008, the Canadian Accounting Standards Board
	        ("AcSB") confirmed that publicly accountable enterprises will be
	        required to adopt IFRS in place of Canadian GAAP for interim and
	        annual reporting purposes for fiscal years beginning on or after
	        January 1, 2011, unless, as permitted by Canadian securities
	        regulations, SEC registrants were to adopt U.S. GAAP on or before
	        this date. Commencing on January 1, 2010, CP adopted U.S. GAAP for
	        its financial reporting, which is consistent with the reporting of
	        other North American Class I railways. As a result, CP will not be
	        adopting IFRS in 2011.

	        Business combinations, consolidated financial statements and non-
	        controlling interests

	        In January 2009, the CICA issued three new standards:

	        Business Combinations, Section 1582

	        This section which replaces the former Section 1581 "Business
	        Combinations" and provides the Canadian equivalent to IFRS 3
	        "Business Combinations" (January 2008). The new standard requires the
	        acquiring entity in a business combination to recognize most of the
	        assets acquired and liabilities assumed in the transaction at fair
	        value including contingent assets and liabilities; and to recognize
	        and measure the goodwill acquired in the business combination or a
	        gain from a bargain purchase. Acquisition-related costs are also to
	        be expensed.

	        Consolidated Financial Statements, Section 1601 and Non-controlling
	        Interests, Section 1602

	        These two sections replace Section 1600 "Consolidated Financial
	        Statements". Section 1601 "Consolidated Financial Statements" carries
	        forward guidance from Section 1600 "Consolidated Financial
	        Statements" with the exception of non-controlling interests which are
	        addressed in a separate section. Section 1602 "Non-controlling
	        Interests", requires the Company to report non-controlling interests
	        within equity, separately from the equity of the owners of the
	        parent, and transactions between an entity and non-controlling
	        interests as equity transactions.

	        All three standards are effective January 1, 2011 and therefore will
	        not impact the Company as it has adopted U.S. GAAP for financial
	        reporting.

	        Capital disclosures
	        -------------------

	        The Company's objectives when managing its capital are:

	        -   to maintain a flexible capital structure which optimizes the cost
	            of capital at acceptable risk while providing an appropriate
	            return to its shareholders;
	        -   to manage capital in a manner which balances the interests of
	            equity and debt holders;
	        -   to manage capital in a manner that will maintain compliance with
	            its financial covenants;
	        -   to manage its long-term financing structure to maintain its
	            investment grade rating; and
	        -   to maintain a strong capital base so as to maintain investor,
	            creditor and market confidence and to sustain future development
	            of the business.

	        The Company defines its capital as follows:

	        -   shareholders' equity;
	        -   long-term debt, including the current portion thereof; and
	        -   short-term borrowing.

	        The Company manages its capital structure and makes adjustments to it
	        in accordance with the aforementioned objectives, as well as in light
	        of changes in economic conditions and the risk characteristics of the
	        underlying assets. In order to maintain or adjust its capital
	        structure, the Company may, among other things, adjust the amount of
	        dividends paid to shareholders, purchase shares for cancellation
	        pursuant to normal course issuer bids, issue new shares, issue new
	        debt, and/or issue new debt to replace existing debt with different
	        characteristics.

	        The Company monitors capital using a number of key financial metrics,
	        including:

	        -  debt to total capitalization; and
	        -  interest coverage ratio.

	        The calculations for the aforementioned key financial metrics are as
	        follows:

	        Debt to total capitalization
	        ----------------------------
	        Debt is the sum of long-term debt, long-term debt maturing within one
	        year and short-term borrowing. This sum is divided by debt plus total
	        shareholders' equity as presented on our Consolidated Balance Sheet.

	        Interest coverage ratio
	        -----------------------
	        Interest coverage ratio is measured, on a twelve month rolling basis,
	        as adjusted EBIT divided by interest expense. Adjusted EBIT excludes
	        changes in the estimated fair value of the Company's investment in
	        long-term floating rate notes/asset-backed commercial paper ("ABCP"),
	        the gains on sales of partnership interest and significant
	        properties and the loss on termination of a lease with a shortline
	        railway as these are not in the normal course of business and
	        foreign exchange gains and losses on long-term debt, which can be
	        volatile and short term. The interest coverage ratio and adjusted
	        EBIT are non-GAAP measures and do not have standardized meanings
	        prescribed by GAAP and, therefore, are unlikely to be comparable to
	        similar measures of other companies.

	        The following table illustrates the financial metrics and their
	        corresponding guidelines currently in place:

	        ---------------------------------------------------------------------
	        (in millions of Canadian        Guidelines     June 30,    June 30,
	         dollars, U.S. GAAP)                             2010        2009
	                                                                   Restated
	                                                                 (See Note 2)
	        ---------------------------------------------------------------------
	        Long-term debt                               $  4,160.4   $  4,218.1
	        Long-term debt maturing
	         within one year                                   40.2        385.7
	        Short-term borrowing                                  -         55.6
	        ---------------------------------------------------------------------
	        Total debt                                   $  4,200.6   $  4,659.4
	        ---------------------------------------------------------------------
	        ---------------------------------------------------------------------

	        Shareholders' equity                         $  4,882.0   $  4,887.5
	        Total debt                                      4,200.6      4,659.4
	        ---------------------------------------------------------------------
	        Total debt plus equity                       $  9,082.6   $  9,546.9
	        ---------------------------------------------------------------------
	        ---------------------------------------------------------------------

	        Operating income for the
	         twelve months ended June 30                 $    966.5   $    910.6

	          Other income and charges                          1.2        (30.5)
	          (Gain) loss in long-term
	           floating rate notes/ABCP                        (4.3)        23.4
	          Foreign exchange (gain)
	           loss on long-term debt                          (8.5)        (3.1)
	          Equity income in DM&E                               -         26.8
	          Gain on sales of
	           significant properties                         (79.1)           -
	          Loss on termination of lease
	           with shortline railway                          54.5            -
	        ---------------------------------------------------------------------
	        Adjusted EBIT(1)(2) for the
	         twelve months ended June 30                 $    930.3   $    927.2
	        ---------------------------------------------------------------------
	        ---------------------------------------------------------------------

	        Total debt                                   $  4,200.6   $  4,659.4
	        Total debt plus equity                       $  9,082.6   $  9,546.9
	        ---------------------------------------------------------------------
	        Total debt to total                No more
	         capitalization(1)               than 50.0%       46.2%        48.8%
	        ---------------------------------------------------------------------

	        Adjusted EBIT(1)(2)                          $    930.3   $    927.2
	        Interest expense(2)                          $    254.9   $    272.7
	        ---------------------------------------------------------------------
	                                            No less
	        Interest coverage ratio(1)(2)      than 4.0         3.6          3.4
	        ---------------------------------------------------------------------
	        ---------------------------------------------------------------------
	        (1) These earnings measures have no standardized meanings prescribed
	            by GAAP and, therefore, are unlikely to be comparable to similar
	            measures of other companies.
	        (2) The amount is calculated on a twelve month rolling basis.


	        The Company's financial objectives and strategy as described above
	        have remained substantially unchanged over the last two fiscal years.
	        The objectives are reviewed on an annual basis and financial metrics
	        and their management targets are monitored on a quarterly basis. The
	        interest coverage ratio has improved during the twelve-month period
	        ended June 30, 2010 due to an increase in year-over-year adjusting
	        earnings and a reduction in year-over- year interest expense. The
	        interest coverage ratio for the period is below the management target
	        provided in the above table, due to lower volumes as a result of the
	        global recession that occurred during the period.

	        The Company is subject to a financial covenant of funded debt to
	        total capitalization in the revolver loan agreement. Performance to
	        this financial covenant is well within permitted limits.



	                            Summary of Rail Data
	                            --------------------
	     (Reconciliation of GAAP earnings to non-GAAP earnings on pages 2 and 3)
	     -----------------------------------------------------------------------

	    Financial (millions, except                  Second Quarter
	    ---------------------------   -------------------------------------------
	     per share data)                 2010       2009(1) Fav/(Unfav)     %
	     ---------------              -------------------------------------------

	    Revenues
	    --------
	      Freight revenue             $ 1,202.2  $ 1,001.4  $   200.8       20.1
	      Other revenue                    32.0       29.9        2.1        7.0
	                                  --------------------------------
	                                    1,234.2    1,031.3      202.9       19.7
	                                  --------------------------------
	    Operating expenses
	    ------------------
	      Compensation and benefits       349.7      324.5      (25.2)      (7.8)
	      Fuel                            177.9      117.7      (60.2)     (51.1)
	      Materials                        51.0       53.5        2.5        4.7
	      Equipment rents                  54.9       55.1        0.2        0.4
	      Depreciation and
	       amortization                   123.3      123.2       (0.1)      (0.1)
	      Purchased services
	       and other                      203.3      172.4      (30.9)     (17.9)
	                                  --------------------------------
	                                      960.1      846.4     (113.7)     (13.4)
	                                  --------------------------------

	    Operating income                  274.1      184.9       89.2       48.2
	      Gain on sale of
	       partnership interest               -       81.2      (81.2)    (100.0)

	    Less:
	      Other (income) and
	       charges                         (3.4)       9.6       13.0      135.4
	      Interest expense                 64.8       72.6        7.8       10.7
	                                  --------------------------------
	    Income before income tax
	     expense                          212.7      183.9       28.8       15.7
	      Income tax expense               46.1       48.4        2.3        4.8
	                                  --------------------------------

	    Net income                    $   166.6  $   135.5  $    31.1       23.0
	                                  --------------------------------
	                                  --------------------------------

	    Basic earnings per share      $    0.99  $    0.81  $    0.18       22.2
	                                  --------------------------------
	                                  --------------------------------

	    Diluted earnings per share    $    0.98  $    0.80  $    0.18       22.5
	                                  --------------------------------
	                                  --------------------------------

	    Operating ratio (%)                77.8       82.1        4.3          -

	    Shares Outstanding
	    ------------------
	      Weighted average (avg)
	       number of shares
	       outstanding (millions)         168.6      168.0        0.6        0.4
	      Weighted avg number
	       of diluted shares
	       outstanding (millions)         169.2      168.4        0.8        0.5

	    Foreign Exchange
	    ----------------
	      Average foreign exchange
	       rate (US$/Canadian$)            0.98       0.85      (0.13)     (15.3)
	      Average foreign exchange
	       rate (Canadian$/US$)            1.02       1.18      (0.16)     (13.6)


	    Financial (millions, except                   Year-to-date
	    ---------------------------   -------------------------------------------
	     per share data)                 2010       2009(1) Fav/(Unfav)     %
	     ---------------              -------------------------------------------

	    Revenues
	    --------
	      Freight revenue             $ 2,340.4  $ 2,077.4  $   263.0       12.7
	      Other revenue                    60.6       63.5       (2.9)      (4.6)
	                                  --------------------------------
	                                    2,401.0    2,140.9      260.1       12.1
	                                  --------------------------------
	    Operating expenses
	    ------------------
	      Compensation and benefits       703.5      667.5      (36.0)      (5.4)
	      Fuel                            359.6      288.7      (70.9)     (24.6)
	      Materials                       115.0      130.2       15.2       11.7
	      Equipment rents                 103.9      121.5       17.6       14.5
	      Depreciation and
	       amortization                   244.5      239.4       (5.1)      (2.1)
	      Purchased services
	       and other                      393.8      373.9      (19.9)      (5.3)
	                                  --------------------------------
	                                    1,920.3    1,821.2      (99.1)      (5.4)
	                                  --------------------------------

	    Operating income                  480.7      319.7      161.0       50.4
	      Gain on sale of
	       partnership interest               -       81.2      (81.2)    (100.0)

	    Less:
	      Other (income) and
	       charges                         (8.3)      18.1       26.4      145.9
	      Interest expense                131.5      144.2       12.7        8.8
	                                  --------------------------------
	    Income before income tax
	     expense                          357.5      238.6      118.9       49.8
	      Income tax expense               89.9       44.1      (45.8)    (103.9)
	                                  --------------------------------

	    Net income                    $   267.6  $   194.5  $    73.1       37.6
	                                  --------------------------------
	                                  --------------------------------

	    Basic earnings per share      $    1.59  $    1.18  $    0.41       34.7
	                                  --------------------------------
	                                  --------------------------------

	    Diluted earnings per share    $    1.58  $    1.18  $    0.40       33.9
	                                  --------------------------------
	                                  --------------------------------

	    Operating ratio (%)                80.0       85.1        5.1          -

	    Shares Outstanding
	    ------------------
	      Weighted average (avg)
	       number of shares
	       outstanding (millions)         168.6      164.5        4.1        2.5
	      Weighted avg number
	       of diluted shares
	       outstanding (millions)         169.0      164.7        4.3        2.6

	    Foreign Exchange
	    ----------------
	      Average foreign exchange
	       rate (US$/Canadian$)            0.97       0.83      (0.14)     (16.9)
	      Average foreign exchange
	       rate (Canadian$/US$)            1.03       1.21      (0.18)     (14.9)


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



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

	                   Adjusted Earnings Performance - Quarter
	                   ---------------------------------------
	                              Non-GAAP Measures
	                              -----------------

	                                       Second Quarter 2010
	    In millions, except        ----------------------------------
	    -------------------                                 Adjusted
	     per share data             Reported  Adjustments  (Non-GAAP)
	     --------------              (GAAP)   Fav/(Unfav)      (2)
	                               ----------------------------------
	    Operating income              $274.1      $ -         $274.1

	    Gain on sale of
	     partnership interest              -        -              -

	    Less:

	    Other (income) and
	     charges                        (3.4)    (1.8)(3)       (1.6)

	    Interest expense                64.8        -           64.8
	    ----------------           ----------------------------------

	    Income before tax             $212.7    $(1.8)        $210.9

	    Income tax expense              46.1     (8.6)(4)       54.7
	                               ----------------------------------

	    Net income                    $166.6   $(10.4)        $156.2(8)
	    ----------                 ----------------------------------
	    ----------                 ----------------------------------

	    Basic earnings per share       $0.99   $(0.06)         $0.93

	    Diluted earnings per share     $0.98   $(0.06)         $0.92


	                                       Second Quarter 2009(1)         %
	    In millions, except        ----------------------------------  Adjusted
	    -------------------                                 Adjusted  (Non-GAAP)
	     per share data             Reported  Adjustments  (Non-GAAP)     (2)
	     --------------              (GAAP)   Fav/(Unfav)      (2)    Fav/(Unfav)
	                               ----------------------------------------------
	    Operating income              $184.9         $ -      $184.9        48.2

	    Gain on sale of
	     partnership interest           81.2    (81.2)(5)          -           -

	    Less:

	    Other (income) and
	     charges                         9.6     (6.4)(6)       16.0       110.0

	    Interest expense                72.6           -        72.6        10.7
	    ----------------           ----------------------------------

	    Income before tax             $183.9      $(87.6)      $96.3       119.0

	    Income tax expense              48.4      31.4(7)       17.0      (221.8)
	                               ----------------------------------

	    Net income                    $135.5      $(56.2)      $79.3(8)     97.0
	    ----------                 ----------------------------------
	    ----------                 ----------------------------------

	    Basic earnings per share       $0.81      $(0.34)      $0.47        97.9

	    Diluted earnings per share     $0.80      $(0.33)      $0.47        95.7


	    2010:

	    (2) These earnings measures have no standardized meanings prescribed by
	        GAAP and may not be comparable to similar measures of other
	        companies.
	    (3) To exclude the gain in fair value of long-term floating rate notes of
	        $1.7 million and a gain in foreign exchange on long-term debt (FX on
	        LTD) of $0.1 million in order to eliminate the impact of volatile
	        short-term exchange rate fluctuations.
	    (4) A tax adjustment to exclude the tax expense associated with the gain
	        in fair value of long-term floating rate notes of $0.7 million and
	        the tax recovery on FX on LTD of $9.3 million.
	    (8) These adjusted figures are also referred to as "Income, before FX on
	        LTD and other specified items".

	    2009:

	    (1) Restated for the Company's change in accounting policy in relation to
	        the accounting for rail grinding.
	    (2) These earnings measures have no standardized meanings prescribed by
	        GAAP and may not be comparable to similar measures of other
	        companies.
	    (5) To exclude the gain of $81.2 million before tax which arose from the
	        partial sale of the investment in the Detroit River Tunnel
	        Partnership.
	    (6) To exclude the gain in fair value of long-term floating rate notes of
	        $4.7 million and a gain in FX on LTD of $1.7 million in order to
	        eliminate the impact of volatile short-term exchange rate
	        fluctuations.
	    (7) A tax adjustment to exclude the tax expense of the sale of the
	        partnership interest of $12.5 million, the tax expense associated
	        with the gain in fair value of long-term floating rate notes of
	        $1.5 million and the tax expense on FX on LTD of $17.4 million.
	    (8) These adjusted figures are also referred to as "Income, before FX on
	        LTD and other specified items".



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

	                Adjusted Earnings Performance - Year-to-date
	                --------------------------------------------
	                              Non-GAAP Measures
	                              -----------------


	                                       Year-to-date 2010
	    In millions, except        ----------------------------------
	    -------------------                                Adjusted
	     per share data             Reported  Adjustments (Non-GAAP)
	     --------------              (GAAP)   Fav/(Unfav)     (2)
	                               ----------------------------------
	    Operating income              $480.7      $ -        $480.7

	    Gain on sale of
	     partnership interest              -        -             -

	    Less:

	    Other (income) and
	     charges                        (8.3)    (6.9)(3)      (1.4)

	    Interest expense               131.5        -         131.5
	    ----------------           ----------------------------------

	    Income before tax             $357.5    $(6.9)       $350.6

	    Income tax expense              89.9     (1.3)(4)      91.2
	                               ----------------------------------

	    Net income                    $267.6    $(8.2)       $259.4(8)
	    ----------                 ----------------------------------
	    ----------                 ----------------------------------

	    Basic earnings per share        $1.59  $(0.05)        $1.54

	    Diluted earnings per share      $1.58  $(0.05)        $1.53


	                                       Year-to-date 2009(1)            %
	    In millions, except        ----------------------------------  Adjusted
	    -------------------                                 Adjusted  (Non-GAAP)
	     per share data             Reported  Adjustments  (Non-GAAP)     (2)
	     --------------              (GAAP)   Fav/(Unfav)     (2)     Fav/(Unfav)
	                               ----------------------------------------------
	    Operating income              $319.7         $ -     $319.7         50.4

	    Gain on sale of
	     partnership interest           81.2    (81.2)(5)         -            -

	    Less:

	    Other (income) and
	     charges                        18.1     (4.0)(6)      22.1        106.3

	    Interest expense               144.2           -      144.2          8.8
	    ----------------           ----------------------------------

	    Income before tax             $238.6      $(85.2)    $153.4        128.6

	    Income tax expense              44.1      22.5(7)      21.6       (322.2)
	                               ----------------------------------

	    Net income                    $194.5      $(62.7)    $131.8(8)      96.8
	    ----------                 ----------------------------------
	    ----------                 ----------------------------------

	    Basic earnings per share       $1.18      $(0.38)      $0.80        92.5

	    Diluted earnings per share     $1.18      $(0.38)      $0.80        91.3


	    2010:

	    (2) These earnings measures have no standardized meanings prescribed by
	        GAAP and may not be comparable to similar measures of other
	        companies.
	    (3) To exclude the gain in fair value of long-term floating rate notes of
	        $2.7 million and a gain in foreign exchange on long-term debt (FX on
	        LTD) of $4.2 million in order to eliminate the impact of volatile
	        short-term exchange rate fluctuations.
	    (4) A tax adjustment to exclude the tax expense associated with the gain
	        in fair value of long-term floating rate notes of $0.8 million and
	        the tax recovery on FX on LTD of $2.1 million.
	    (8) These adjusted figures are also referred to as "Income, before FX on
	        LTD and other specified items".

	    2009:

	    (1) Restated for the Company's change in accounting policy in relation to
	        the accounting for rail grinding.
	    (2) These earnings measures have no standardized meanings prescribed by
	        GAAP and may not be comparable to similar measures of other
	        companies.
	    (5) To exclude the gain of $81.2 million before tax which arose from the
	        partial sale of the investment in the Detroit River Tunnel
	        Partnership.
	    (6) To exclude the gain in fair value of long-term floating rate notes of
	        $4.7 million, and a loss in FX on LTD of $0.7 million in order to
	        eliminate the impact of volatile short-term exchange rate
	        fluctuations.
	    (7) A tax adjustment to exclude the tax expense of the sale of the
	        partnership interest of $12.5 million, the tax expense associated
	        with the gain in fair value of long-term floating rate notes of $1.5
	        million and the tax expense on FX on LTD of $8.5 million.
	    (8) These adjusted figures are also referred to as "Income, before FX on
	        LTD and other specified items".



	                        Summary of Rail Data (Page 4)
	                        -----------------------------

	                                                 Second Quarter
	                                  -------------------------------------------
	                                     2010       2009    Fav/(Unfav)     %
	                                  -------------------------------------------
	    Commodity Data
	    --------------

	    Freight Revenues (millions)
	      - Grain                     $   264.4  $   274.6  $   (10.2)      (3.7)
	      - Coal                          136.7       95.3       41.4       43.4
	      - Sulphur and fertilizers       114.9       66.6       48.3       72.5
	      - Forest products                44.4       42.1        2.3        5.5
	      - Industrial and consumer
	         products                     217.0      179.6       37.4       20.8
	      - Automotive                     89.0       49.9       39.1       78.4
	      - Intermodal                    335.8      293.3       42.5       14.5
	                                  --------------------------------
	    Total Freight Revenues        $ 1,202.2  $ 1,001.4  $   200.8       20.1
	                                  --------------------------------

	    Millions of Revenue
	     Ton-Miles (RTM)
	      - Grain                         8,303      8,696       (393)      (4.5)
	      - Coal                          5,268      3,888      1,380       35.5
	      - Sulphur and fertilizers       4,335      1,719      2,616      152.2
	      - Forest products               1,275      1,092        183       16.8
	      - Industrial and consumer
	         products                     5,166      3,971      1,195       30.1
	      - Automotive                      560        347        213       61.4
	      - Intermodal                    6,518      5,819        699       12.0
	                                  --------------------------------
	    Total RTMs                       31,425     25,532      5,893       23.1
	                                  --------------------------------

	    Freight Revenue per RTM (cents)
	      - Grain                          3.18       3.16       0.02        0.6
	      - Coal                           2.59       2.45       0.14        5.7
	      - Sulphur and fertilizers        2.65       3.87      (1.22)     (31.5)
	      - Forest products                3.48       3.86      (0.38)      (9.8)
	      - Industrial and consumer
	         products                      4.20       4.52      (0.32)      (7.1)
	      - Automotive                    15.89      14.38       1.51       10.5
	      - Intermodal                     5.15       5.04       0.11        2.2

	    Total Freight Revenue per RTM      3.83       3.92      (0.09)      (2.3)

	    Carloads (thousands)
	      - Grain                         115.9      119.3       (3.4)      (2.8)
	      - Coal                           94.6       66.2       28.4       42.9
	      - Sulphur and fertilizers        43.2       22.3       20.9       93.7
	      - Forest products                17.2       15.5        1.7       11.0
	      - Industrial and consumer
	         products                      96.6       80.1       16.5       20.6
	      - Automotive                     37.5       22.6       14.9       65.9
	      - Intermodal                    271.4      238.2       33.2       13.9
	                                  --------------------------------
	    Total Carloads                    676.4      564.2      112.2       19.9
	                                  --------------------------------

	    Freight Revenue per Carload
	      - Grain                     $   2,281  $   2,302  $     (21)      (0.9)
	      - Coal                          1,445      1,440          5        0.3
	      - Sulphur and fertilizers       2,660      2,987       (327)     (10.9)
	      - Forest products               2,581      2,716       (135)      (5.0)
	      - Industrial and consumer
	         products                     2,246      2,242          4        0.2
	      - Automotive                    2,373      2,208        165        7.5
	      - Intermodal                    1,237      1,231          6        0.5

	    Total Freight Revenue per
	     Carload                      $   1,777  $   1,775  $       2        0.1


	                                                  Year-to-date
	                                  -------------------------------------------
	                                     2010       2009    Fav/(Unfav)     %
	                                  -------------------------------------------
	    Commodity Data
	    --------------

	    Freight Revenues (millions)
	      - Grain                     $   535.7  $   562.3  $   (26.6)      (4.7)
	      - Coal                          247.2      211.8       35.4       16.7
	      - Sulphur and fertilizers       232.7      142.8       89.9       63.0
	      - Forest products                87.6       87.5        0.1        0.1
	      - Industrial and consumer
	         products                     422.5      385.4       37.1        9.6
	      - Automotive                    166.6      101.8       64.8       63.7
	      - Intermodal                    648.1      585.8       62.3       10.6
	                                  --------------------------------
	    Total Freight Revenues        $ 2,340.4  $ 2,077.4  $   263.0       12.7
	                                  --------------------------------

	    Millions of Revenue
	     Ton-Miles (RTM)
	      - Grain                        16,939     17,224       (285)      (1.7)
	      - Coal                          9,576      7,720      1,856       24.0
	      - Sulphur and fertilizers       8,727      3,899      4,828      123.8
	      - Forest products               2,653      2,156        497       23.1
	      - Industrial and consumer
	         products                    10,053      8,321      1,732       20.8
	      - Automotive                    1,105        710        395       55.6
	      - Intermodal                   12,575     11,427      1,148       10.0
	                                  --------------------------------
	    Total RTMs                       61,628     51,457     10,171       19.8
	                                  --------------------------------

	    Freight Revenue per RTM (cents)
	      - Grain                          3.16       3.26      (0.10)      (3.1)
	      - Coal                           2.58       2.74      (0.16)      (5.8)
	      - Sulphur and fertilizers        2.67       3.66      (0.99)     (27.0)
	      - Forest products                3.30       4.06      (0.76)     (18.7)
	      - Industrial and consumer
	         products                      4.20       4.63      (0.43)      (9.3)
	      - Automotive                    15.08      14.34       0.74        5.2
	      - Intermodal                     5.15       5.13       0.02        0.4

	    Total Freight Revenue per RTM      3.80       4.04      (0.24)      (5.9)

	    Carloads (thousands)
	      - Grain                         229.1      230.8       (1.7)      (0.7)
	      - Coal                          170.6      137.0       33.6       24.5
	      - Sulphur and fertilizers        87.5       47.2       40.3       85.4
	      - Forest products                34.8       33.0        1.8        5.5
	      - Industrial and consumer
	         products                     188.4      166.7       21.7       13.0
	      - Automotive                     71.0       43.6       27.4       62.8
	      - Intermodal                    520.0      482.2       37.8        7.8
	                                  --------------------------------
	    Total Carloads                  1,301.4    1,140.5      160.9       14.1
	                                  --------------------------------

	    Freight Revenue per Carload
	      - Grain                     $   2,338  $   2,436  $     (98)      (4.0)
	      - Coal                          1,449      1,546        (97)      (6.3)
	      - Sulphur and fertilizers       2,659      3,025       (366)     (12.1)
	      - Forest products               2,517      2,652       (135)      (5.1)
	      - Industrial and consumer
	         products                     2,243      2,312        (69)      (3.0)
	      - Automotive                    2,346      2,335         11        0.5
	      - Intermodal                    1,246      1,215         31        2.6

	    Total Freight Revenue per
	     Carload                      $   1,798  $   1,821  $     (23)      (1.3)



	                        Summary of Rail Data (Page 5)
	                        -----------------------------

	                                                 Second Quarter
	                                  -------------------------------------------
	                                     2010      2009(1)  Fav/(Unfav)     %
	                                  -------------------------------------------
	    Operations Performance
	    ----------------------

	    Total operating expenses
	     per GTM (cents)(2)                1.58       1.71       0.13        7.6
	    Operating expenses exclusive
	     of land sales per GTM
	     (cents)(2)(3)                     1.58       1.75       0.17        9.7

	    Freight gross ton-miles
	     (GTM) (millions)                60,766     49,635     11,131       22.4
	    Train miles (000)                 9,920      8,391      1,529       18.2

	    Average number of active
	     employees - Total               15,726     15,156       (570)      (3.8)
	    Average number of active
	     employees - Expense             13,813     13,270       (543)      (4.1)

	    Number of employees at
	     end of period - Total           15,975     15,178       (797)      (5.3)
	    Number of employees at
	     end of period - Expense         13,887     13,120       (767)      (5.8)

	    U.S. gallons of locomotive
	     fuel per 1,000 GTMs
	     - freight & yard                  1.13       1.14       0.01        0.9
	    U.S. gallons of locomotive
	     fuel consumed - total
	     (millions)(4)                     68.3       56.1      (12.2)     (21.7)
	    Average fuel price (U.S.
	     dollars per U.S. gallon)          2.55       1.78      (0.77)     (43.3)

	    Fluidity Data (including DM&E)
	    ------------------------------
	    Average terminal dwell - AAR
	     definition (hours)                19.9        n/a          -          -
	    Average train speed - AAR
	     definition (mph)                  23.2        n/a          -          -
	    Car miles per car day             147.0        n/a          -          -
	    Average daily active cars
	     on-line (000)                     55.3        n/a          -          -
	    Average daily active road
	     locomotives on-line              1,013        n/a          -          -

	    Fluidity Data (excluding DM&E)
	    ------------------------------
	    Average terminal dwell - AAR
	     definition (hours)                19.9       20.4        0.5        2.5
	    Average train speed - AAR
	     definition (mph)                  24.6       26.4       (1.8)      (6.8)
	    Car miles per car day             160.6      144.6       16.0       11.1
	    Average daily active cars
	     on-line (000)                     48.1       42.5       (5.6)     (13.2)
	    Average daily active road
	     locomotives on-line                901        723       (178)     (24.6)

	    Safety
	    ------
	    FRA personal injuries per
	     200,000 employee-hours            1.36       1.60       0.24       15.0
	    FRA train accidents per
	     million train-miles               1.46       1.92       0.46       24.0


	                                                  Year-to-date
	                                  -------------------------------------------
	                                     2010      2009(1)  Fav/(Unfav)     %
	                                  -------------------------------------------
	    Operations Performance
	    ----------------------

	    Total operating expenses
	     per GTM (cents)(2)                1.61       1.81       0.20       11.0
	    Operating expenses exclusive
	     of land sales per GTM
	     (cents)(2)(3)                     1.61       1.84       0.23       12.5

	    Freight gross ton-miles
	     (GTM) (millions)               119,290    100,568     18,722       18.6
	    Train miles (000)                19,477     17,298      2,179       12.6

	    Average number of active
	     employees - Total               15,079     15,103         24        0.2
	    Average number of active
	     employees - Expense             13,818     13,827          9        0.1

	    Number of employees at
	     end of period - Total           15,975     15,178       (797)      (5.3)
	    Number of employees at
	     end of period - Expense         13,887     13,120       (767)      (5.8)

	    U.S. gallons of locomotive
	     fuel per 1,000 GTMs
	     - freight & yard                  1.18       1.24       0.06        4.8
	    U.S. gallons of locomotive
	     fuel consumed - total
	     (millions)(4)                    139.8      123.8      (16.0)     (12.9)
	    Average fuel price (U.S.
	     dollars per U.S. gallon)          2.49       1.93      (0.56)     (29.0)

	    Fluidity Data (including DM&E)
	    ------------------------------
	    Average terminal dwell - AAR
	     definition (hours)                21.9        n/a          -          -
	    Average train speed - AAR
	     definition (mph)                  23.1        n/a          -          -
	    Car miles per car day             139.2        n/a          -          -
	    Average daily active cars
	     on-line (000)                     57.8        n/a          -          -
	    Average daily active road
	     locomotives on-line              1,006        n/a          -          -

	    Fluidity Data (excluding DM&E)
	    ------------------------------
	    Average terminal dwell - AAR
	     definition (hours)                21.9       21.8       (0.1)      (0.5)
	    Average train speed - AAR
	     definition (mph)                  24.4       25.7       (1.3)      (5.1)
	    Car miles per car day             152.1      142.2        9.9        7.0
	    Average daily active cars
	     on-line (000)                     50.3       45.6       (4.7)     (10.3)
	    Average daily active road
	     locomotives on-line                886        777       (109)     (14.0)

	    Safety
	    ------
	    FRA personal injuries per
	     200,000 employee-hours            1.64       1.71       0.07        4.1
	    FRA train accidents per
	     million train-miles               1.36       1.94       0.58       29.9


	    (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) These earnings measures have no standardized meanings prescribed by
	        GAAP and may not be comparable to similar measures of other
	        companies. Operating expenses exclusive of land sales per GTM is
	        calculated consistently with total operating expenses per GTM except
	        for the exclusion of net gains on land sales of $0.8 million and
	        $22.9 million for the three months ended June 30, 2010 and 2009, and
	        $3.2 million and $24.5 million for the six months ended June 30, 2010
	        and 2009 respectively.
	        Please refer to pages 2 and 3, Adjusted Earnings Performance, Quarter
	        and Year-to-date, Non-GAAP measures.
	    (4) Includes gallons of fuel consumed from freight, yard and commuter
	        service but excludes fuel used in capital projects and other non-
	        freight activities.

	        n/a - not available
	    >>






-30-
	    /For further information: Media: Mike LoVecchio, Senior Manager, Media
Relations, Tel.: (778) 772-9636, 24/7 Media Pager: (416) 814-0948, e-mail:
mike_lovecchio@cpr.ca; Investment Community: Janet Weiss, Assistant Vice
President, Investor Relations, Tel.: (403) 319-3591, e-mail: investor@cpr.ca/
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