CP reports Q2-2014 net income of C$371M or C$2.11 per diluted share

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Jul 17, 2014, 07:30 ET

Delivers strongest financial results in company's history

CALGARY, July 17, 2014 /PRNewswire/ - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today announced record Q2 2014 financial results.

Reported net income in the second quarter was $371 million, or $2.11 per diluted share, versus $252 million, or $1.43 per share, in the second quarter of 2013. This represents a 48 per cent year-over-year improvement in earnings per share.

SECOND-QUARTER 2014 RESULTS COMPARED WITH SECOND-QUARTER 2013:

Total revenues were $1,681 million, an increase of 12 per cent
Operating expenses were $1,094 million, an increase of 2 per cent
Operating income was $587 million, an increase of 40 per cent
Operating ratio was 65.1 per cent, a 680 basis point improvement

"CP delivered another record quarter," said E. Hunter Harrison, CP's Chief Executive Officer. "The team has made great strides in my two years at CP and they continue to demonstrate resiliency by delivering these results despite continued operational challenges in the US Midwest after a devastating winter. The future is very promising for the railroad as we transition towards leveraging our lower cost structure and improved service."

Note on forward-looking information
This news release contains certain forward-looking information within the meaning of applicable securities laws relating, but not limited, to our operations, priorities and plans, anticipated financial performance, purchases of common shares for cancellation under CP's share repurchase program, future sources of capital, business prospects, planned capital expenditures, programs and strategies. This forward-looking information also includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking information may contain statements with words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "plan", "will", "outlook", "should" or similar words suggesting future outcomes.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from the forward-looking information. Forward-looking information is not a guarantee of future performance. By its nature, CP's forward-looking information involves numerous assumptions, inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, 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 commodity prices; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; changes in laws and regulations, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of investigations, proceedings or other types of claims and 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; and various events that could disrupt operations, including severe weather, droughts, floods, avalanches and earthquakes as well as security threats and governmental response to them, and technological changes. The foregoing list of factors is not exhaustive.

These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States. Reference should be made to "Management's Discussion and Analysis" in CP's annual and interim reports, Annual Information Form and Form 40-F. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information is based on current expectations, estimates and projections and it is possible that predictions, forecasts, projections, and other forms of forward-looking information will not be achieved by CP. Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Canadian Pacific
Canadian Pacific (TSX:CP)(NYSE:CP) is a transcontinental railway in Canada and the United States with direct links to eight major ports, including Vancouver and Montreal, providing North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit www.cpr.ca to see the rail advantages of Canadian Pacific.

CANADIAN PACIFIC RAILWAY LIMITED

INTERIM CONSOLIDATED STATEMENTS 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
			2014		2013		2014		2013
Revenues
	Freight	$	1,642	$	1,458	$	3,116	$	2,917
	Other		39		39		74		75
Total revenues			1,681		1,497		3,190		2,992
Operating expenses
	Compensation and benefits		342		334		687		726
	Fuel		273		246		544		516
	Materials		47		35		99		79
	Equipment rents		40		44		81		90
	Depreciation and amortization		137		141		278		282
	Purchased services and other		255		277		491		517
Total operating expenses			1,094		1,077		2,180		2,210

Operating income			587		420		1,010		782
Less:
	Other income and charges		3		8		3		11
	Net interest expense		69		68		139		138
Income before income tax expense			515		344		868		633

Income tax expense (Note 4)			144		92		243		164
Net income		$	371	$	252	$	625	$	469


Earnings per share (Note 5)
	Basic earnings per share	$	2.13	$	1.44	$	3.57	$	2.68
	Diluted earnings per share	$	2.11	$	1.43	$	3.54	$	2.66

Weighted-average number of shares (in millions) (Note 5)
	Basic		174.4		174.9		174.9		174.6
	Diluted		175.9		176.3		176.5		176.1

Dividends declared per share		$	0.3500	$	0.3500	$	0.7000	$	0.7000

Certain of the comparative figures have been reclassified in order to be consistent with the 2014 presentation. (Note 12)
See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions of Canadian dollars)
(unaudited)

				For the three months				For the six months
			ended June 30				ended June 30
				2014		2013		2014		2013


Net income			$	371	$	252	$	625	$	469

	Net gain (loss) in foreign currency translation
		adjustments, net of hedging activities		7		(1)		7		(3)

	Change in derivatives designated as cash flow hedges			(1)		(1)		(2)		-

	Change in defined benefit pension and post-retirement
		plans		31		61		62		249

	Other comprehensive income before income taxes			37		59		67		246

	Income tax expense			(24)		(1)		(16)		(41)

Other comprehensive income (Note 3)				13		58		51		205

Comprehensive income			$	384	$	310	$	676	$	674

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED BALANCE SHEETS AS AT,
(in millions of Canadian dollars)
(unaudited)

		June 30		December 31
		2014		2013
Assets
Current assets
	Cash and cash equivalents	$	369	$	476
	Restricted cash and cash equivalents		402		411
	Accounts receivable, net		687		580
	Materials and supplies		174		165
	Deferred income taxes		220		344
	Other current assets		61		53
			1,913		2,029

Investments			98		92
Properties			13,538		13,327
Assets held for sale (Note 6)			-		222
Goodwill and intangible assets			162		162
Pension asset			1,151		1,028
Other assets			150		200
Total assets		$	17,012	$	17,060

Liabilities and shareholders' equity
Current liabilities
	Accounts payable and accrued liabilities	$	1,257	$	1,189
	Long-term debt maturing within one year (Note 8)		92		189
			1,349		1,378

Pension and other benefit liabilities			660		657
Other long-term liabilities			364		338
Long-term debt (Note 8)			4,633		4,687
Deferred income taxes			2,870		2,903
Total liabilities			9,876		9,963

Shareholders' equity (Note 7)
	Share capital		2,248		2,240
	Additional paid-in capital		34		34
	Accumulated other comprehensive loss (Note 3)		(1,452)		(1,503)
	Retained earnings		6,306		6,326
			7,136		7,097
Total liabilities and shareholders' equity		$	17,012	$	17,060

Contingencies (Note 11)
See Notes to Interim Consolidated Financial Statements.

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

			For the three months				For the six months
			ended June 30				ended June 30
				2014		2013		2014		2013
Operating activities
	Net income		$	371	$	252	$	625	$	469
	Reconciliation of net income to cash provided by
	operating activities:
		Depreciation and amortization		137		141		278		282
		Deferred income taxes (Note 4)		(15)		87		74		150
		Pension funding in excess of expense (Note 10)		(33)		(14)		(65)		(23)
	Other operating activities, net			23		(21)		40		(19)
	Change in non-cash working capital balances related to
	operations			162		75		(20)		(72)
Cash provided by operating activities				645		520		932		787

Investing activities
	Additions to properties			(298)		(301)		(522)		(504)
	Proceeds from the sale of west end of Dakota, Minnesota
	and Eastern Railroad (Note 6)			236		-		236		-
	Proceeds from the sale of properties and other assets			11		11		16		27
	Change in restricted cash and cash equivalents used to
	collateralize letters of credit			7		(99)		9		(99)
	Other			(1)		(1)		(1)		(26)
Cash used in investing activities				(45)		(390)		(262)		(602)

Financing activities
	Dividends paid			(62)		(60)		(123)		(121)
	Issuance of CP common shares			22		23		36		63
	Purchase of CP common shares (Note 7)			(447)		-		(532)		-
	Repayment of long-term debt			(11)		(7)		(154)		(26)
Cash used in financing activities				(498)		(44)		(773)		(84)

Effect of foreign currency fluctuations on U.S. dollar-
denominated cash and cash equivalents				(12)		9		(4)		8
Cash position
	Increase (decrease) in cash and cash equivalents			90		95		(107)		109
	Cash and cash equivalents at beginning of period			279		347		476		333
Cash and cash equivalents at end of period			$	369	$	442	$	369	$	442

Supplemental disclosures of cash flow information:
	Income taxes paid		$	30	$	5	$	39	$	11
	Interest paid		$	88	$	85	$	160	$	151

See Notes to Interim Consolidated Financial Statements.

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

	Common					Accumulated
	shares			Additional		other				Total
	(in	Share		paid-in		comprehensive		Retained		shareholders'
	millions)	capital		capital		loss		earnings		equity

Balance at January 1, 2014	175.4	$	2,240	$	34	$	(1,503)	$	6,326	$	7,097
Net income	-		-		-		-		625		625
Other comprehensive income (Note 3)	-		-		-		51		-		51
Dividends declared	-		-		-		-		(122)		(122)
Effect of stock-based compensation expense	-		-		11		-		-		11
CP common shares repurchased (Note 7)	(3.2)		(42)		-		-		(523)		(565)
Shares issued under stock option plans (Note 9)	0.6		50		(11)		-		-		39
Balance at June 30, 2014	172.8	$	2,248	$	34	$	(1,452)	$	6,306	$	7,136


	Common					Accumulated
	shares			Additional		other				Total
	(in	Share		paid-in		comprehensive		Retained		shareholders'
	millions)	capital		capital		loss		earnings		equity
Balance at January 1, 2013	173.9	$	2,127	$	41	$	(2,768)	$	5,697	$	5,097
Net income	-		-		-		-		469		469
Other comprehensive income (Note 3)	-		-		-		205		-		205
Dividends declared	-		-		-		-		(124)		(124)
Effect of stock-based compensation expense	-		-		10		-		-		10
Shares issued under stock option plans (Note 9)	1.1		86		(18)		-		-		68
Balance at June 30, 2013	175.0	$	2,213	$	33	$	(2,563)	$	6,042	$	5,725

See Notes to Interim Consolidated Financial Statements.

CANADIAN PACIFIC RAILWAY LIMITED
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(unaudited)

1 Basis of presentation

These unaudited interim consolidated financial statements of Canadian Pacific Railway Limited ("CP", or "the Company"), expressed in Canadian dollars, reflect management's estimates and assumptions that are necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("GAAP"). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2013 annual consolidated financial statements. The accounting policies used are consistent with the accounting policies used in preparing the 2013 annual consolidated financial statements.

CP's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons.

In management's opinion, the unaudited interim consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year.

2 Future accounting changes

Reporting discontinued operations and disclosures of disposals of components

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, an amendment to FASB Accounting Standards Codification ("ASC") Topic 205 and Topic 360. The update amends the definition of a discontinued operation in Topic 205, expands disclosure requirements for transactions that meet the definition of a discontinued operation and requires entities to disclose information about individually significant components that are disposed of or held for sale and do not qualify as discontinued operations. In addition, an entity is required to separately present assets and liabilities of a discontinued operation for all comparative periods and separately present assets and liabilities of assets held for sale in the initial period in which the disposal group is classified as held for sale on the face of the consolidated balance sheets. For each period in which assets and liabilities are separately presented on the consolidated balance sheets, those amounts should not be offset and presented as a single amount. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2014, and will be applied prospectively. The adoption of this ASU is not expected to have a material impact to the Company's financial statements.

Revenue from contracts with customers

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, a new FASB ASC, Topic 606, which supersedes the revenue recognition requirements in Topic 605 and most industry-specific guidance throughout the Industry Topics of the Codification. This new standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires enhanced disclosures about revenue to help users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU will be effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the ASU. The Company has not, at this time, ascertained the full impact on the consolidated financial statements from the adoption of this new standard but does not expect the impact to be material.

3 Changes in accumulated other comprehensive loss ("AOCL") by component

	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	Foreign currency net of hedging activities⁽¹⁾	Derivatives and other⁽¹⁾	Pension and post- retirement defined benefit plans⁽¹⁾⁽²⁾	Total⁽¹⁾	Foreign currency net of hedging activities⁽¹⁾	Derivatives and other⁽¹⁾	Pension and post- retirement defined benefit plans⁽¹⁾⁽²⁾	Total⁽¹⁾

Opening balance, 2014	$ 122	$ (16)	$ (1,571)	$ (1,465)	$ 105	$ (15)	$ (1,593)	$ (1,503)

Other comprehensive income
(loss) before reclassifications	(8)	(10)	-	(18)	9	-	-	9

Amounts reclassified from
accumulated other
comprehensive loss (income)	-	8	23	31	-	(3)	45	42

Net current-period other
comprehensive (loss) income	(8)	(2)	23	13	9	(3)	45	51

Closing balance, 2014	$ 114	$ (18)	$ (1,548)	$ (1,452)	$ 114	$ (18)	$ (1,548)	$ (1,452)

Opening balance, 2013	$ 82	$ (15)	$ (2,688)	$ (2,621)	$ 74	$ (14)	$ (2,828)	$ (2,768)

Other comprehensive income
before reclassifications	12	10	8	30	20	15	102	137

Amounts reclassified from
accumulated other
comprehensive (income) loss	-	(9)	37	28	-	(15)	83	68

Net current-period other
comprehensive income	12	1	45	58	20	-	185	205

Closing balance, 2013	$ 94	$ (14)	$ (2,643)	$ (2,563)	$ 94	$ (14)	$ (2,643)	$ (2,563)

⁽¹⁾Amounts are presented net of tax.
⁽²⁾Reclassified from Accumulated other comprehensive loss.

Amounts in Pension and post-retirement defined benefit plans reclassified from Accumulated
other comprehensive loss
	For the three months				For the six months
	ended June 30				ended June 30
(in millions of Canadian dollars)	2014		2013		2014		2013

Amortization of prior service costs⁽¹⁾	$	(17)	$	(17)	$	(34)	$	(23)
Recognition of net actuarial loss⁽¹⁾		48		70		96		137

Total before income tax		31		53		62		114
Income tax recovery		(8)		(16)		(17)		(31)
Net of income tax	$	23	$	37	$	45	$	83
⁽¹⁾Impacts Compensation and benefits on the Consolidated Statements of Income.

4 Income taxes

	For the three months				For the six months
	ended June 30				ended June 30
(in millions of Canadian dollars)	2014		2013		2014		2013
Current income tax expense	$	159	$	5	$	169	$	14
Deferred income tax expense (recovery)		(15)		87		74		150
Income tax expense	$	144	$	92	$	243	$	164

The effective income tax rate for the three and six months ended June 30, 2014 was 28% (three and six months ended June 30, 2013 - 27% and 26%, respectively). The lower rate in 2013 was primarily the result of a benefit recognized for a U.S. federal track maintenance credit of $6 million for 2012 enacted in the first quarter of 2013.

5 Earnings per share

At June 30, 2014, the number of shares outstanding was 172.8 million (June 30, 2013 - 175.0 million).

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

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

	For the three months		For the six months
	ended June 30		ended June 30
(in millions)	2014	2013	2014	2013

Weighted-average basic shares outstanding	174.4	174.9	174.9	174.6
Dilutive effect of stock options	1.5	1.4	1.6	1.5
Weighted-average diluted shares outstanding	175.9	176.3	176.5	176.1

For the three and six months ended June 30, 2014, there were 124,093 options and 120,930 options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive (three and six months ended June 30, 2013 - 5,867 and 55,375, respectively).

6 Assets held for sale

On May 30, 2014, the Company completed the sale of the west end of Dakota, Minnesota and Eastern Railroad ("DM&E West") to Genesee & Wyoming Inc. ("G&W") for net proceeds of U.S. $218 million (CDN $236 million), subject to closing adjustments to be finalized between the Company and G&W in the third quarter of 2014.

7 Shareholders' Equity

On February 20, 2014, the Board of Directors of the Company approved a share repurchase program, and in March 2014, the Company filed a new normal course issuer bid to purchase, for cancellation, up to 5.3 million of its outstanding Common Shares. Under the filing, share purchases may be made during the 12-month period that began March 17, 2014, and ends March 16, 2015. The purchases are made at the market price on the day of purchase, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to retained earnings.

The following table provides the activities under the share repurchase program:

	For the three months		For the six months
	ended June 30		ended June 30
	2014		2014

Number of common shares repurchased		2,702,232		3,269,982
Weighted-average price per share⁽¹⁾	$	176.86	$	172.90
Amount of repurchase (in millions)⁽¹⁾	$	478	$	565
⁽¹⁾ Includes brokerage fees.

8 Financial instruments

A. Fair values of financial instruments

The Company categorizes its financial assets and liabilities measured at fair value in line with the fair value hierarchy established by GAAP that prioritizes, with respect to reliability, the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets and liabilities and give the highest priority to these inputs. Level 2 and 3 inputs are based on significant other observable inputs and significant unobservable inputs, respectively, and give lower priority to these inputs.

When possible, the estimated fair value is based on quoted market prices and, if not available, estimates from third party brokers. For non-exchange traded derivatives classified in Level 2, the Company uses standard valuation techniques to calculate fair value. Primary inputs to these techniques include observable market prices (interest, foreign exchange and commodity) and volatility, depending on the type of derivative and nature of the underlying risk. The Company uses inputs and data used by willing market participants when valuing derivatives and considers its own credit default swap spread as well as those of its counterparties in its determination of fair value.

The carrying values of financial instruments equal or approximate their fair values with the exception of long-term debt which has a fair value of approximately $5,715 million at June 30, 2014 (December 31, 2013 - $5,572 million) and a carrying value of $4,725 million at June 30, 2014 (December 31, 2013 - $4,876 million). The estimated fair value of current and long-term borrowings has been determined based on market information where available, or by discounting future payments of interest and principal at estimated interest rates expected to be available to the Company at period end. All derivatives and long-term debt are classified as Level 2.

B. Financial risk management

Derivative financial instruments
Derivative financial instruments may be used to selectively reduce volatility associated with fluctuations in interest rates, foreign exchange ("FX") rates, the price of fuel and stock-based compensation expense. Where derivatives are designated as hedging instruments, the relationship between the hedging instruments and their associated hedged items is documented, as well as the risk management objective and strategy for the use of the hedging instruments. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the Consolidated Balance Sheet, commitments or forecasted transactions. At the time a derivative contract is entered into and at least quarterly thereafter, an assessment is made whether the derivative item is effective in offsetting the changes in fair value or cash flows of the hedged items. The derivative qualifies for hedge accounting treatment if it is effective in substantially mitigating the risk it was designed to address.

It is not the Company's intent to use financial derivatives or commodity instruments for trading or speculative purposes.

Foreign exchange management
The Company conducts business transactions and owns assets in both Canada and the United States. As a result, the Company is exposed to fluctuations in value of financial commitments, assets, liabilities, income or cash flows due to changes in FX rates. The Company may enter into foreign exchange risk management transactions primarily to manage fluctuations in the exchange rate between Canadian and U.S. currencies. FX exposure is primarily mitigated through natural offsets created by revenues, expenditures and balance sheet positions incurred in the same currency. Where appropriate, the Company may negotiate with customers and suppliers to reduce the net exposure.

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

Net investment hedge
The FX gains and losses on long-term debt are mainly unrealized and can only be realized when U.S. dollar denominated long-term debt matures or is settled. The Company also has long-term FX exposure on its investment in U.S. affiliates. The majority of the Company's U.S. dollar denominated long-term debt has been designated as a hedge of the net investment in foreign subsidiaries. This designation has the effect of mitigating volatility on net income by offsetting long-term FX gains and losses on U.S. dollar denominated long-term debt and gains and losses on its net investment. The effective portion recognized in "Other comprehensive income" for the three and six months ended June 30, 2014 was an unrealized foreign exchange gain of $119 million and a loss of $12 million, respectively (three and six months ended June 30, 2013 - unrealized foreign exchange loss of $110 million and $177 million, respectively). There was no ineffectiveness during the three and six months ended June 30, 2014 and comparative periods.

Foreign exchange forward contracts
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.

At June 30, 2014, the Company had no remaining FX forward contracts to fix the exchange rate on U.S. denominated debt maturities. At December 31, 2013, the Company had FX forward contracts to fix the exchange rate on US$100 million of principal outstanding on a capital lease due in January 2014, US$175 million of its 6.50% Notes due in May 2018, and US$100 million of its 7.25% Notes due in May 2019. These derivatives, which were accounted for as cash flow hedges, guaranteed the amount of Canadian dollars that the Company would repay when these obligations mature.

During the three months ended March 31, 2014, the Company settled the FX forward contract related to the repayment of a capital lease due in January 2014 for proceeds of $8 million.

During the three months ended June 30, 2014, the Company de-designated and settled prior to maturity the FX forward contracts related to the repayment of its 6.50% Notes due in May 2018 and its 7.25% Notes due in May 2019 for proceeds of $17 million to be settled in the third quarter of 2014.

During the three and six months ended June 30, 2014, the combined realized and unrealized foreign exchange loss was $8 million and the combined realized and unrealized foreign exchange gain was $3 million, respectively (three and six months ended June 30, 2013 - unrealized gains of $10 million and $15 million, respectively), were recorded in "Other income and charges" in relation to these derivatives. Gains recorded in "Other income and charges" were largely offset by losses on the underlying debt which the derivatives were designated to hedge. Similarly, losses were largely offset by gains on the underlying debt.

At June 30, 2014, the realized gain derived from these FX forwards was $17 million which was recorded in "Accounts receivables" with the offset reflected as realized gains of $3 million in "Accumulated other comprehensive loss" and $14 million in "Retained earnings". At December 31, 2013, the unrealized gains derived from these FX forwards was $25 million of which $6 million was included in "Other current assets" and $19 million in "Other assets" with the offsets reflected as unrealized gains of $5 million in "Accumulated other comprehensive loss" and $20 million in "Retained earnings".

Amounts remaining in "Accumulated other comprehensive loss" at June 30, 2014 will be amortized to "Other income and charges" until the underlying debts which were hedged are repaid.

At June 30, 2014, the Company expected that, during the next twelve months, a pre-tax gain of $1 million would be reclassified to "Other income and charges".

9 Stock-based compensation

At June 30, 2014, 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 of $39 million for the three months ended June 30, 2014 and an expense of $61 million for the six months ended June 30, 2014 (three and six months ended June 30, 2013, an expense of $10 million and $43 million, respectively).

Regular options
In the six months ended June 30, 2014, under CP's stock option plans, the Company issued 375,430 regular options at the weighted-average price of $169.00 per share, based on the closing price on the grant date.

Pursuant to the employee plans, these regular options may be exercised upon vesting, which is between 12 and 48 months after the grant date, and will expire after 10 years.

Under the fair value method, the fair value of the regular options at the grant date was $17 million. The weighted-average fair value assumptions were approximately:

	For the six months
	ended June 30, 2014

Grant price	$	169.00
Expected option life (years)⁽¹⁾		5.83
Risk-free interest rate⁽²⁾		1.65%
Expected stock price volatility⁽³⁾		28.63%
Expected annual dividends per share⁽⁴⁾	$	1.40
Expected forfeiture rate⁽⁵⁾		1.40%
Weighted-average grant date fair value per regular options
granted during the period		$46.46


⁽¹⁾ Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour, or when available, specific expectations regarding future exercise behaviour, were used to estimate the expected life of the option. ⁽²⁾ Based on the implied yield available on zero-coupon government issues with an equivalent remaining term at the time of the grant. ⁽³⁾ Based on the historical stock price volatility of the Company's stock over a period commensurate with the expected term of the option. ⁽⁴⁾ Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option. ⁽⁵⁾ The Company estimated forfeitures based on past experience. This rate is monitored on a periodic basis.

Performance share unit ("PSU") plan
In the six months ended June 30, 2014, the Company issued 165,390 PSUs with a grant date fair value of approximately $25 million. These units attract dividend equivalents in the form of additional units based on the dividends paid on the Company's Common Shares. PSUs vest and are settled in cash, or in CP common shares approximately three years after the grant date, contingent upon CP's performance ("performance factor"). The fair value of PSUs is measured, 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 factor and market conditions stipulated in the grant.

Deferred share unit ("DSU") plan
In the six months ended June 30, 2014, the Company granted 49,846 DSUs with a grant date fair value of approximately $8 million. DSUs vest over various periods of up to 48 months and are only redeemable for a specified period after employment is terminated. An expense for DSUs is recognized over the vesting period for both the initial subscription price and the change in value between reporting periods.

Restricted share unit ("RSU") plan
In the six months ended June 30, 2014, the Company granted 15,641 RSUs with a grant date fair value of approximately $3 million. RSUs are subject to time vesting over 36 months. An expense for RSUs is recognized over the vesting period for both the initial subscription price and the change in value between reporting periods.

10 Pensions and other benefits

In the three and six months ended June 30, 2014, the Company made contributions of $20 million and $39 million, respectively (three and six months ended 2013 - $22 million and $52 million, respectively) to its defined benefit pension plans. The net periodic benefit cost for defined benefit pension plans and other benefits recognized in the three and six months ended June 30, 2014 included the following components:

		For the three months
		ended June 30
		Pensions				Other benefits

(in millions of Canadian dollars)		2014		2013		2014		2013

Current service cost (benefits
earned by employees in the
period)	$	26	$	33	$	4	$	4
Interest cost on benefit obligation		119		111		6		6
Expected return on fund assets		(189)		(187)		-		-
Recognized net actuarial loss		48		68		-		2
Amortization of prior service costs		(17)		(17)		-		-

Net periodic benefit (recovery) cost	$	(13)	$	8	$	10	$	12

		For the six months
		ended June 30
		Pensions				Other benefits

(in millions of Canadian dollars)		2014		2013		2014		2013

Current service cost (benefits
earned by employees in the
period)	$	53	$	68	$	7	$	8
Interest cost on benefit obligation		238		223		12		11
Expected return on fund assets		(378)		(373)		-		-
Recognized net actuarial loss		95		134		1		3
Amortization of prior service costs		(34)		(23)		-		-

Net periodic benefit (recovery) cost	$	(26)	$	29	$	20	$	22

11 Contingencies

In the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damages to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending at June 30, 2014 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material effect on the Company's financial position or results of operations individually and in aggregate.

Legal proceedings related to Lac-Megantic rail accident
On July 6, 2013, a train carrying crude oil operated by Montreal, Maine and Atlantic Railway ("MM&A") derailed and exploded in Lac-Megantic, Quebec on a section of a railway line owned by MM&A. The day before CP had interchanged the train to MM&A, but after the interchange MM&A exercised exclusive control over the train.

Following this incident, the Minster of Sustainable Development, Environment, Wildlife and Parks of Quebec issued an order directing named parties to recover the contaminants and to clean up and decontaminate the derailment. CP was later added as a named party in the administrative action on August 14, 2013.

A class action has also been filed in the Superior Court of Quebec on behalf of a class of persons and entities residing in, owning or leasing property in, operating a business in or physically present in Lac-Megantic. The law-suit seeks damage caused by the derailment including for wrongful deaths, personal injuries, and property damages. CP was added as a defendant on August 16, 2013. In the wake of the derailment and ensuing litigation, MM&A filed for bankruptcy in Canada and the United States.

At this early stage in the legal proceedings, any potential liability and the quantum of potential loss cannot be determined. Nevertheless, CP denies liability for MM&A's derailment and will vigorously defend itself in both proceedings or any proceeding that may be commenced in the future.

Environmental liabilities
Environmental remediation accruals cover site-specific remediation programs. The accruals for environmental remediation represent CP's best estimate of its probable future obligation and include both asserted and unasserted claims, without reduction for anticipated recoveries from third parties. Environmental remediation accruals are measured on an undiscounted basis unless a reliably determinable estimate as to amount and timing of costs can be established. The accruals are recorded when the costs to remediate are probable and reasonably estimable. Certain future costs to monitor sites are discounted at a risk free rate. 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.

The expense included in "Purchased services and other" for the three and six months ended June 30, 2014 was $nil and $1 million, respectively (three and six months ended June 30, 2013 -$nil and expense of $1 million, respectively). Provisions for environmental remediation costs are recorded in "Other long-term liabilities", except for the current portion which is recorded in "Accounts payable and accrued liabilities". The total amount provided at June 30, 2014 was $89 million (December 31, 2013 - $90 million). Payments are expected to be made over 10 years to 2024.

12 Reclassification of comparative figures

Billings to third parties for the recovery of costs incurred for freight car repairs and servicing have been reclassified from "Purchased services and other" to "Compensation and benefits" and "Materials" within "Operating expenses", in order to match the billings with the costs incurred on behalf of third parties. As a result, the changes to these components of "Operating expenses" for the three and six months ended June 30, 2013 are noted below. "Operating expenses" in total were unchanged as a result of this reclassification.

						Purchased
		Compensation				services and
(in millions of Canadian dollars)		and benefits		Material		other

For the three months ended June 30, 2013
As previously reported	$	342	$	58	$	246
(Decrease) increase		(8)		(23)		31
As reclassified	$	334	$	35	$	277

For the six months ended June 30, 2013
As previously reported	$	744	$	130	$	448
(Decrease) increase		(18)		(51)		69
As reclassified	$	726	$	79	$	517

								Summary of Rail Data
Second Quarter									Year-to-date
	2014		2013		Fav/(Unfav)		%	Financial (millions, except per share data)			2014		2013		Fav/(Unfav)		%

								Revenues
$	1,642	$	1,458	$	184		13	Freight revenue		$	3,116	$	2,917	$	199		7
	39		39		-		-	Other revenue			74		75		(1)		(1)
	1,681		1,497		184		12	Total revenues			3,190		2,992		198		7


								Operating expenses
	342		334		(8)		(2)	Compensation and benefits⁽¹⁾			687		726		39		5
	273		246		(27)		(11)	Fuel			544		516		(28)		(5)
	47		35		(12)		(34)	Materials⁽¹⁾			99		79		(20)		(25)
	40		44		4		9	Equipment rents			81		90		9		10
	137		141		4		3	Depreciation and amortization			278		282		4		1
	255		277		22		8	Purchased services and other ⁽¹⁾			491		517		26		5
	1,094		1,077		(17)		(2)	Total operating expenses			2,180		2,210		30		1


	587		420		167		40	Operating income			1,010		782		228		29

								Less:

	3		8		5		63	Other income and charges			3		11		8		73
	69		68		(1)		(1)	Net interest expense			139		138		(1)		(1)


	515		344		171		50	Income before income tax expense			868		633		235		37

	144		92		(52)		(57)	Income tax expense			243		164		(79)		(48)


$	371	$	252	$	119		47	Net income		$	625	$	469	$	156		33


	65.1		71.9		6.8	680	bps	Operating ratio (%)			68.3		73.9		5.6	560	bps


$	2.13	$	1.44	$	0.69		48	Basic earnings per share		$	3.57	$	2.68	$	0.89		33


$	2.11	$	1.43	$	0.68		48	Diluted earnings per share		$	3.54	$	2.66	$	0.88		33

								Shares Outstanding

								Weighted average number of shares
	174.4		174.9		(0.5)		-	outstanding (millions)			174.9		174.6		0.3		-

								Weighted average number of diluted shares
	175.9		176.3		(0.4)		-	outstanding (millions)			176.5		176.1		0.4		-

								Foreign Exchange

								Average foreign exchange rate
	0.91		0.98		0.07		7	(US$/Canadian$)			0.91		0.99		0.08		8

								Average foreign exchange rate
	1.10		1.02		0.08		8	(Canadian$/US$)			1.10		1.01		0.09		9

⁽¹⁾	Billings to third parties for the recovery of costs incurred for freight car repairs and servicing have been reclassified from Purchased services and other to Compensation and benefits and Materials within Operating expenses.

								Summary of Rail Data
Second Quarter										Year-to-date
	2014		2013		Fav/(Unfav)		%				2014		2013		Fav/(Unfav)		%

								Commodity Data

								Freight Revenues (millions)
$	252	$	191	$	61		32	- Canadian Grain		$	473	$	394	$	79		20
	115		91		24		26	- U.S. Grain			221		202		19		9
	165		144		21		15	- Coal			313		293		20		7
	101		95		6		6	- Potash			181		177		4		2
	64		68		(4)		(6)	- Fertilizers and sulphur			118		138		(20)		(14)
	52		53		(1)		(2)	- Forest products			100		106		(6)		(6)
	155		138		17		12	- Chemicals and plastics			302		277		25		9
	114		97		17		18	- Crude			218		189		29		15
	170		144		26		18	- Metals, minerals, and consumer products			331		285		46		16
	104		106		(2)		(2)	- Automotive			192		203		(11)		(5)
	200		171		29		17	- Domestic intermodal			377		341		36		11
	150		160		(10)		(6)	- International intermodal			290		312		(22)		(7)

$	1,642	$	1,458	$	184		13	Total Freight Revenues		$	3,116	$	2,917	$	199		7

								Millions of Revenue Ton-Miles (RTM)
	7,074		5,272		1,802		34	- Canadian Grain			12,920		10,647		2,273		21
	2,679		2,411		268		11	- U.S. Grain			5,218		5,466		(248)		(5)
	5,941		5,316		625		12	- Coal			11,382		10,956		426		4
	4,114		4,254		(140)		(3)	- Potash			7,407		7,890		(483)		(6)
	1,130		1,352		(222)		(16)	- Fertilizers and sulphur			2,204		2,668		(464)		(17)
	1,003		1,267		(264)		(21)	- Forest products			1,923		2,490		(567)		(23)
	3,326		3,435		(109)		(3)	- Chemicals and plastics			6,532		6,969		(437)		(6)
	3,816		3,640		176		5	- Crude			7,174		7,131		43		1
	2,698		2,339		359		15	- Metals, minerals, and consumer products			5,411		4,850		561		12
	597		629		(32)		(5)	- Automotive			1,111		1,233		(122)		(10)
	3,003		2,546		457		18	- Domestic intermodal			5,637		5,064		573		11
	3,048		3,530		(482)		(14)	- International intermodal			5,885		6,790		(905)		(13)

	38,429		35,991		2,438		7	Total RTMs			72,804		72,154		650		1

								Freight Revenue per RTM (cents)
	3.56		3.61		(0.05)		(1)	- Canadian Grain			3.66		3.69		(0.03)		(1)
	4.31		3.77		0.54		14	- U.S. Grain			4.24		3.70		0.54		15
	2.79		2.70		0.09		3	- Coal			2.75		2.67		0.08		3
	2.46		2.24		0.22		10	- Potash			2.44		2.24		0.20		9
	5.61		5.01		0.60		12	- Fertilizers and sulphur			5.35		5.16		0.19		4
	5.20		4.20		1.00		24	- Forest products			5.19		4.26		0.93		22
	4.67		3.98		0.69		17	- Chemicals and plastics			4.63		3.94		0.69		18
	2.99		2.67		0.32		12	- Crude			3.04		2.65		0.39		15
	6.27		6.22		0.05		1	- Metals, minerals, and consumer products			6.11		5.92		0.19		3
	17.37		16.87		0.50		3	- Automotive			17.31		16.49		0.82		5
	6.66		6.72		(0.06)		(1)	- Domestic intermodal			6.69		6.73		(0.04)		(1)
	4.94		4.52		0.42		9	- International intermodal			4.93		4.60		0.33		7

	4.27		4.05		0.22		5	Total Freight Revenue per RTM			4.28		4.04		0.24		6

								Summary of Rail Data
Second Quarter										Year-to-date
	2014		2013		Fav/(Unfav)		%				2014		2013		Fav/(Unfav)		%

								Carloads (thousands)
	78		61		17		28	- Canadian Grain			140		120		20		17
	44		42		2		5	- U.S. Grain			83		91		(8)		(9)
	82		75		7		9	- Coal			160		156		4		3
	33		35		(2)		(6)	- Potash			61		65		(4)		(6)
	16		19		(3)		(16)	- Fertilizers and sulphur			31		38		(7)		(18)
	15		18		(3)		(17)	- Forest products			29		36		(7)		(19)
	49		48		1		2	- Chemicals and plastics			94		99		(5)		(5)
	25		24		1		4	- Crude			49		46		3		7
	60		58		2		3	- Metals, minerals, and consumer products			116		112		4		4
	37		38		(1)		(3)	- Automotive			67		73		(6)		(8)
	110		93		17		18	- Domestic intermodal			207		182		25		14
	140		157		(17)		(11)	- International intermodal			270		309		(39)		(13)

	689		668		21		3	Total Carloads			1,307		1,327		(20)		(2)

								Freight Revenue per Carload
$	3,219	$	3,127	$	92		3	- Canadian Grain		$	3,374	$	3,271	$	103		3
	2,645		2,159		486		23	- U.S. Grain			2,675		2,225		450		20
	2,027		1,921		106		6	- Coal			1,963		1,878		85		5
	3,046		2,706		340		13	- Potash			2,983		2,719		264		10
	3,925		3,609		316		9	- Fertilizers and sulphur			3,770		3,593		177		5
	3,502		2,998		504		17	- Forest products			3,452		2,944		508		17
	3,185		2,809		376		13	- Chemicals and plastics			3,213		2,759		454		16
	4,524		4,095		429		10	- Crude			4,452		4,122		330		8
	2,810		2,537		273		11	- Metals, minerals, and consumer products			2,839		2,571		268		10
	2,798		2,759		39		1	- Automotive			2,850		2,751		99		4
	1,822		1,839		(17)		(1)	- Domestic intermodal			1,825		1,877		(52)		(3)
	1,074		1,017		57		6	- International intermodal			1,074		1,011		63		6

$	2,383	$	2,183	$	200		9	Total Freight Revenue per Carload		$	2,384	$	2,198	$	186		8

								Summary of Rail Data
	Second Quarter									Year-to-date
	2014		2013⁽¹⁾		Fav/(Unfav)		%				2014		2013⁽¹⁾		Fav/(Unfav)		%

								Operations Performance

	71,333		67,232		4,101		6	Freight gross ton-miles (millions)			133,682		134,910		(1,228)		(1)
	38,429		35,991		2,438		7	Revenue ton-miles (millions)			72,804		72,154		650		1
	9,335		9,645		310		3	Train miles (thousands)			18,062		19,639		1,577		8
	8,178		7,471		707		9	Average train weight - excluding local traffic (tons)			7,924		7,337		587		8
	6,880		6,444		436		7	Average train length - excluding local traffic (feet)			6,634		6,369		265		4
	8.6		6.8		(1.8)		(26)	Average terminal dwell - (hours)⁽²⁾			9.4		6.7		(2.7)		(40)
	18.1		18.6		(0.5)		(3)	Average train speed - (mph)⁽³⁾			17.1		18.4		(1.3)		(7)

	228.6		218.0		10.6		5	Locomotive productivity (daily average GTMs/active HP)			216.5		211.5		5.0		2

	1.00		1.05		0.05		5	Fuel efficiency⁽⁴⁾			1.05		1.09		0.04		4
	70.3		69.8		(0.5)		(1)	U.S. gallons of locomotive fuel consumed (millions)⁽⁵⁾			138.7		145.6		6.9		5
	3.53		3.45		(0.08)		(2)	Average fuel price (U.S. dollars per U.S. gallon)			3.58		3.50		(0.07)		(2)

	14,787		15,471		684		4	Total employees (average)⁽⁶⁾			14,516		15,196		680		4
	14,736		15,355		619		4	Total employees (end of period)⁽⁶⁾			14,736		15,355		619		4
	14,960		16,053		1,093		7	Workforce (end of period)⁽⁷⁾			14,960		16,053		1,093		7

								Safety

	1.84		1.51		(0.33)		(22)	FRA personal injuries per 200,000 employee-hours			1.73		1.62		(0.11)		(7)
	1.03		1.94		0.91		47	FRA train accidents per million train-miles			1.08		1.95		0.87		45

⁽¹⁾	Certain prior period figures have been revised to conform with current presentation or have been updated to reflect new information.
⁽²⁾	Incorporates a new reporting definition where average terminal dwell measures the average time a freight car resides within terminal boundaries.
⁽³⁾	Incorporates a new reporting definition where average train speed measures the line-haul movement from origin to destination including terminal dwell hours.
⁽⁴⁾	Fuel efficiency is defined as U.S. gallons of locomotive fuel consumed per 1,000 GTMs - freight and yard.
⁽⁵⁾	Includes gallons of fuel consumed from freight, yard and commuter service but excludes fuel used in capital projects and other non-freight activities.
⁽⁶⁾	An employee is defined as an individual, including trainees, who has worked more than 40 hours in a standard biweekly pay period. This excludes part time employees, contractors, and consultants.
⁽⁷⁾	Workforce is defined as total employees plus part time employees, contractors, and consultants.