CANADIAN PACIFIC RAILWAY LTD/CN [CP] Filings

10-Q 1 cp-20220630.htm 10-Q cp-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-01342

Canadian Pacific Railway Limited

(Exact name of registrant as specified in its charter)


Canada		98-0355078
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

7550 Ogden Dale Road S.E.
Calgary	AB	T2C 4X9
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (403) 319-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Shares, without par value, of
Canadian Pacific Railway Limited

New York Stock Exchange

Toronto Stock Exchange

Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company

CP/40

New York Stock Exchange

BC87

London Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of the close of business on July 27, 2022, there were 929,917,325 of the registrant’s Common Shares issued and outstanding.

CANADIAN PACIFIC RAILWAY LIMITED

FORM 10-Q

TABLE OF CONTENTS


	PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements:

	Interim Consolidated Statements of Income	2
	For the Three and Six Months Ended June 30, 2022 and 2021

	Interim Consolidated Statements of Comprehensive Income	3
	For the Three and Six Months Ended June 30, 2022 and 2021

	Interim Consolidated Balance Sheets	4
	As at June 30, 2022 and December 31, 2021

	Interim Consolidated Statements of Cash Flows	5
	For the Three and Six Months Ended June 30, 2022 and 2021

	Interim Consolidated Statements of Changes in Shareholders' Equity	6
	For the Three and Six Months Ended June 30, 2022 and 2021

	Notes to Interim Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
	Executive Summary	18
	Performance Indicators	20
	Financial Highlights	23
	Results of Operations	24
	Liquidity and Capital Resources	40
	Share Capital	45
	Non-GAAP Measures	45
	Critical Accounting Estimates	54
	Forward-Looking Statements	54
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4.	Controls and Procedures	57

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
	Signature	60

PART I

ITEM 1. FINANCIAL STATEMENTS

INTERIM CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars, except share and per share data)	2022		2021		2022		2021
Revenues (Note 3)
Freight	$	2,154	$	2,008	$	3,950	$	3,926
Non-freight	48		46		90		87
Total revenues	2,202		2,054		4,040		4,013
Operating expenses
Compensation and benefits	348		379		761		784
Fuel	370		218		643		424
Materials	63		54		125		113
Equipment rents	29		28		64		61
Depreciation and amortization	211		200		421		402
Purchased services and other (Note 10)	313		355		623		629
Total operating expenses	1,334		1,234		2,637		2,413

Operating income	868		820		1,403		1,600
Less:
Equity earnings of Kansas City Southern (Note 10)	(208)		—		(406)		—
Other expense (Note 4, 10)	7		157		6		129
Merger termination fee (Note 10)	—		(845)		—		(845)
Other components of net periodic benefit recovery (Note 15)	(101)		(96)		(202)		(191)
Net interest expense	160		101		320		211
Income before income tax expense	1,010		1,503		1,685		2,296
Income tax expense (Note 5)	245		257		330		448
Net income	$	765	$	1,246	$	1,355	$	1,848

Earnings per share (Note 6)
Basic earnings per share	$	0.82	$	1.87	$	1.46	$	2.77
Diluted earnings per share	$	0.82	$	1.86	$	1.45	$	2.76

Weighted-average number of shares (millions) (Note 6)
Basic	929.9		666.7		929.8		666.6
Diluted	932.6		669.9		932.7		669.8

Dividends declared per share	$	0.190	$	0.190	$	0.380	$	0.380

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Net income	$	765	$	1,246	$	1,355	$	1,848
Net gain in foreign currency translation adjustments, net of hedging activities	719		10		383		20
Change in derivatives designated as cash flow hedges	2		(97)		3		(72)
Change in pension and post-retirement defined benefit plans	38		52		77		105
Equity accounted investments	73		—		135		—
Other comprehensive income (loss) before income taxes	832		(35)		598		53
Income tax recovery (expense) on above items	2		—		(34)		(30)
Other comprehensive income (loss) (Note 7)	834		(35)		564		23
Comprehensive income	$	1,599	$	1,211	$	1,919	$	1,871

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED BALANCE SHEETS AS AT

(unaudited)


	June 30		December 31
(in millions of Canadian dollars)	2022		2021
Assets
Current assets
Cash and cash equivalents	$	154	$	69
Restricted cash and cash equivalents	—		13
Accounts receivable, net (Note 8)	962		819
Materials and supplies	271		235
Other current assets	224		216
	1,611		1,352
Investment in Kansas City Southern (Note 11)	43,203		42,309
Investments	217		209
Properties	21,502		21,200
Goodwill and intangible assets	374		371
Pension asset	2,538		2,317
Other assets	429		419
Total assets	$	69,874	$	68,177
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	1,511	$	1,609
Long-term debt maturing within one year (Note 12, 13)	1,698		1,550
	3,209		3,159
Pension and other benefit liabilities	724		718
Other long-term liabilities	509		542
Long-term debt (Note 12, 13)	18,372		18,577
Deferred income taxes	11,646		11,352
Total liabilities	34,460		34,348
Shareholders’ equity
Share capital	25,488		25,475
Additional paid-in capital	73		66
Accumulated other comprehensive loss (Note 7)	(1,539)		(2,103)
Retained earnings	11,392		10,391
	35,414		33,829
Total liabilities and shareholders’ equity	$	69,874	$	68,177

See Contingencies (Note 17).

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Operating activities
Net income	$	765	$	1,246	$	1,355	$	1,848
Reconciliation of net income to cash provided by operating activities:
Depreciation and amortization	211		200		421		402
Deferred income tax expense (Note 5)	114		9		113		60
Pension recovery and funding (Note 15)	(72)		(65)		(144)		(126)
Equity earnings of Kansas City Southern (Note 10)	(208)		—		(406)		—
Foreign exchange gain on debt and lease liabilities (Note 4)	—		(52)		—		(85)
Dividend from Kansas City Southern (Note 10)	—		—		334		—
Other operating activities, net	(16)		52		(99)		(36)
Change in non-cash working capital balances related to operations	(87)		564		(254)		473
Cash provided by operating activities	707		1,954		1,320		2,536
Investing activities
Additions to properties	(370)		(416)		(596)		(739)



Proceeds from sale of properties and other assets	11		12		26		49
Other	(3)		(1)		2		(1)
Cash used in investing activities	(362)		(405)		(568)		(691)
Financing activities
Dividends paid	(176)		(126)		(353)		(253)
Issuance of CP Common Shares	1		8		9		16


Repayment of long-term debt, excluding commercial paper (Note 12)	(10)		(10)		(552)		(31)
Repayment of term loan (Note 12)	(132)		—		(132)		—
Net issuance (repayment) of commercial paper (Note 11)	20		(872)		340		(779)

Acquisition-related financing fees (Note 10)	—		(12)		—		(45)
Other	—		(4)		—		(4)
Cash used in financing activities	(297)		(1,016)		(688)		(1,096)
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents	8		(1)		8		(4)
Cash position
Increase in cash, cash equivalents, and restricted cash	56		532		72		745
Cash, cash equivalents, and restricted cash at beginning of period	98		360		82		147
Cash and cash equivalents at end of period	$	154	$	892	$	154	$	892

Supplemental disclosures of cash flow information:
Income taxes paid	$	93	$	139	$	252	$	272
Interest paid	$	169	$	57	$	319	$	212

See Notes to Interim Consolidated Financial Statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	For the three months ended June 30
(in millions of Canadian dollars except per share data)		Common Shares (in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity
Balance as at April 1, 2022		929.9	$	25,486	$	68	$	(2,373)	$	10,804	$	33,985
Net income		—	—		—		—		765		765
Other comprehensive income (Note 7)		—	—		—		834		—		834
Dividends declared ($0.190 per share)		—	—		—		—		(177)		(177)
Effect of stock-based compensation expense		—	—		5		—		—		5


Shares issued under stock option plan		0.1	2		—		—		—		2
Balance as at June 30, 2022		930.0	$	25,488	$	73	$	(1,539)	$	11,392	$	35,414
Balance as at April 1, 2021		666.6	$	1,993	$	58	$	(2,756)	$	8,571	$	7,866
Net income		—	—		—		—		1,246		1,246
Other comprehensive loss (Note 7)		—	—		—		(35)		—		(35)
Dividends declared ($0.190 per share)		—	—		—		—		(127)		(127)
Effect of stock-based compensation expense		—	—		7		—		—		7


Shares issued under stock option plan		0.2	10		(2)		—		—		8
Balance as at June 30, 2021		666.8	$	2,003	$	63	$	(2,791)	$	9,690	$	8,965


	For the six months ended June 30
(in millions of Canadian dollars except per share data)		Common Shares (in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity
Balance as at January 1, 2022		929.7	$	25,475	$	66	$	(2,103)	$	10,391	$	33,829
Net income		—	—		—		—		1,355		1,355
Other comprehensive income (Note 7)		—	—		—		564		—		564
Dividends declared ($0.380 per share)		—	—		—		—		(354)		(354)
Effect of stock-based compensation expense		—	—		12		—		—		12

Shares issued for Kansas City Southern acquisition		—	—		(2)		—		—		(2)
Shares issued under stock option plan		0.3	13		(3)		—		—		10
Balance as at June 30, 2022		930.0	$	25,488	$	73	$	(1,539)	$	11,392	$	35,414
Balance as at January 1, 2021		666.3	$	1,983	$	55	$	(2,814)	$	8,095	$	7,319
Net income		—	—		—		—		1,848		1,848
Other comprehensive income (Note 7)		—	—		—		23		—		23
Dividends declared ($0.380 per share)		—	—		—		—		(253)		(253)
Effect of stock-based compensation expense		—	—		12		—		—		12


Shares issued under stock option plan		0.5	20		(4)		—		—		16
Balance as at June 30, 2021		666.8	$	2,003	$	63	$	(2,791)	$	9,690	$	8,965

See Notes to Interim Consolidated Financial Statements.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(unaudited)

1 Basis of presentation

These unaudited Interim Consolidated Financial Statements ("Interim Consolidated Financial Statements") of Canadian Pacific Railway Limited ("CPRL") and its subsidiaries (collectively, “CP”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2021 annual Consolidated Financial Statements and notes included in CP's 2021 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing the 2021 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 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 Accounting changes

Implemented in 2022

Government Assistance

On January 1, 2022, the Company adopted the new Accounting Standards Update ("ASU") 2021-10, issued by the Financial Accounting Standards Board ("FASB"), and all related amendments under FASB Accounting Standards Codification ("ASC") Topic 832, Government Assistance. The amendment is made to increase transparency by introducing specific disclosure requirements for entities who apply a grant or contribution model by analogy to account for transactions with a government. This update is applied to government assistance transactions within the scope of this amendment that are in the financial statements at the date of initial application and prospectively to new transactions entered into after initial application. See Note 9 for further discussion on government assistance.

All other accounting pronouncements that became effective during the period covered by the Interim Consolidated Financial Statements did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

Future changes

Contract Assets and Contract Liabilities Acquired in a Business Combination

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This amendment introduces the requirement for an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers, rather than at fair value. This amendment will be effective prospectively from January 1, 2023, with early adoption permitted. The Company is currently assessing the impact of this amendment.

All other accounting pronouncements recently issued, but not effective until after June 30, 2022, have been assessed and are not expected to have a material impact on the Company's Consolidated Financial Statements and related disclosures.

3 Revenues

The following table disaggregates the Company’s revenues from contracts with customers by major source:


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Freight
Grain	$	370	$	444	$	730	$	892
Coal	163		170		302		333
Potash	171		134		275		235
Fertilizers and sulphur	85		78		163		155
Forest products	104		90		190		170
Energy, chemicals and plastics	340		369		650		757
Metals, minerals and consumer products	228		180		409		339
Automotive	120		98		211		206
Intermodal	573		445		1,020		839
Total freight revenues	2,154		2,008		3,950		3,926
Non-freight excluding leasing revenues	27		26		49		50
Revenues from contracts with customers	2,181		2,034		3,999		3,976
Leasing revenues	21		20		41		37
Total revenues	$	2,202	$	2,054	$	4,040	$	4,013

Contract liabilities

Contract liabilities represent payments received for performance obligations not yet satisfied and relate to deferred revenue and are presented as components of "Accounts payable and accrued liabilities" and "Other long-term liabilities" on the Company's Interim Consolidated Balance Sheets.

The following table summarizes the changes in contract liabilities:


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Opening balance	$	67	$	114	$	67	$	61
Revenue recognized that was included in the contract liability balance at the beginning of the period	(7)		(19)		(11)		(23)
Increase due to consideration received, net of revenue recognized during the period	9		150		13		207
Closing balance	$	69	$	245	$	69	$	245

4 Other expense


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Foreign exchange gain on debt and lease liabilities	$	—	$	(52)	$	—	$	(85)
Other foreign exchange gains	—		(3)		(2)		(2)
Acquisition-related costs (Note 10)	—		209		—		212
Other	7		3		8		4
Other expense	$	7	$	157	$	6	$	129

5 Income taxes


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021
Current income tax expense	$	131	$	248	$	217	$	388
Deferred income tax expense	114		9		113		60
Income tax expense	$	245	$	257	$	330	$	448

The effective tax rates including discrete items for the three and six months ended June 30, 2022 were 24.21% and 19.59%, respectively, compared to 17.10% and 19.50%, respectively for the same periods of 2021.

For the three months ended June 30, 2022, the effective tax rate was 24.25%, excluding the discrete items of equity earnings of Kansas City Southern ("KCS"), acquisition-related costs incurred by CP of $19 million, and outside basis deferred tax expense of $49 million arising from the difference between the carrying amount of CP's investment in KCS for financial reporting and the underlying tax basis of this investment.

For the three months ended June 30, 2021, the effective tax rate was 24.60%, excluding the discrete items of the merger termination fee of $845 million (U.S. $700 million) received in connection with KCS's termination of the Original Merger Agreement, foreign exchange ("FX") gain of $52 million on debt and lease liabilities, and acquisition-related costs of $308 million.

For the six months ended June 30, 2022, the effective tax rate was 24.25%, excluding the discrete items of equity earnings of KCS, acquisition-related costs incurred by CP of $39 million, and outside basis deferred tax expense of $17 million arising from the difference between the carrying amount of CP's investment in KCS for financial reporting and the underlying tax basis of this investment.

For the six months ended June 30, 2021, the effective tax rate was 24.60%, excluding the discrete items of the merger termination fee of $845 million (U.S. $700 million), FX gain of $85 million on debt and lease liabilities, and acquisition-related costs of $344 million.

6 Earnings per share

Basic earnings per share has 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 the earnings per share calculations are reconciled as follows:


	For the three months ended June 30		For the six months ended June 30
(in millions)	2022	2021	2022	2021
Weighted-average basic shares outstanding	929.9	666.7	929.8	666.6
Dilutive effect of stock options	2.7	3.2	2.9	3.2
Weighted-average diluted shares outstanding	932.6	669.9	932.7	669.8

For the three and six months ended June 30, 2022, there were 0.8 million and 0.4 million options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive (three and six months ended June 30, 2021 - nil).

7 Changes in Accumulated other comprehensive loss ("AOCL") by component


	For the three months ended June 30
(in millions of Canadian dollars)	Foreign currency net of hedging activities(1)		Derivatives(1)(2)		Pension and post- retirement defined benefit plans(1)		Equity accounted investments(1)(2)		Total(1)
Opening balance, April 1, 2022	$	(531)	$	(3)	$	(1,884)	$	45	$	(2,373)
Other comprehensive income before reclassifications	748		—		—		57		805
Amounts reclassified from accumulated other comprehensive loss	—		1		28		—		29
Net other comprehensive income	748		1		28		57		834
Closing balance, June 30, 2022	$	217	$	(2)	$	(1,856)	$	102	$	(1,539)
Opening balance, April 1, 2021	$	112	$	(21)	$	(2,839)	$	(8)	$	(2,756)
Other comprehensive loss before reclassifications	(2)		(72)		—		(2)		(76)
Amounts reclassified from accumulated other comprehensive loss	—		2		39		—		41
Net other comprehensive (loss) income	(2)		(70)		39		(2)		(35)
Closing balance, June 30, 2021	$	110	$	(91)	$	(2,800)	$	(10)	$	(2,791)

(1)Amounts are presented net of tax.

(2) Comparative figures have been reclassified to conform with current period presentation.


	For the six months ended June 30
(in millions of Canadian dollars)	Foreign currency net of hedging activities(1)		Derivatives(1)(2)		Pension and post- retirement defined benefit plans(1)		Equity accounted investments(1)(2)		Total(1)
Opening balance, January 1, 2022	$	(182)	$	(4)	$	(1,915)	$	(2)	$	(2,103)
Other comprehensive income before reclassifications	399		—		—		103		502
Amounts reclassified from accumulated other comprehensive loss	—		2		59		1		62
Net other comprehensive income	399		2		59		104		564
Closing balance, June 30, 2022	$	217	$	(2)	$	(1,856)	$	102	$	(1,539)
Opening balance, January 1, 2021	$	112	$	(40)	$	(2,878)	$	(8)	$	(2,814)
Other comprehensive loss before reclassifications	(2)		(55)		—		(2)		(59)
Amounts reclassified from accumulated other comprehensive loss	—		4		78		—		82
Net other comprehensive (loss) income	(2)		(51)		78		(2)		23
Closing balance, June 30, 2021	$	110	$	(91)	$	(2,800)	$	(10)	$	(2,791)

(1)Amounts are presented net of tax.

(2) Comparative figures have been reclassified to conform with current period presentation.

Amounts in Pension and post-retirement defined benefit plans reclassified from AOCL are as follows:


	For the three months ended June 30				For the six months ended June 30
(in millions of Canadian dollars)	2022		2021		2022		2021

Recognition of net actuarial loss(1)	$	38	$	52	$	77	$	105

Income tax recovery	(10)		(13)		(18)		(27)
Total net of income tax	$	28	$	39	$	59	$	78

(1)Impacts "Other components of net periodic benefit recovery" on the Interim Consolidated Statements of Income.

8 Accounts receivable, net

As at June 30, 2022

As at December 31, 2021

(in millions of Canadian dollars)

Freight

Non-freight

Total

Freight

Non-freight

Total

Total accounts receivable

736

265

CANADIAN PACIFIC RAILWAY LTD/CN [CP] Filings
10-Q	[2022-07-28]
10-Q	[2022-04-28]
10-K	[2022-02-23]
10-Q	[2021-10-20]
10-Q	[2021-07-29]
10-Q	[2021-04-22]
10-K	[2021-02-18]
10-Q	[2020-10-20]
10-Q	[2020-07-22]
10-Q	[2020-04-22]
10-K	[2020-02-20]
10-Q	[2019-10-24]
10-Q	[2019-07-16]
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