SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2007
CANADIAN PACIFIC RAILWAY LIMITED
(Commission File No. 1-01342)
CANADIAN PACIFIC RAILWAY COMPANY
(Commission File No. 1-15272)
(translation of each Registrants name into English)
Suite 500, Gulf Canada Square, 401 9th Avenue, S.W., Calgary, Alberta, Canada, T2P 4Z4
(address of principal executive offices)
Indicate by check mark whether the registrants file or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark whether the registrants by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This Report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933 of the registrant: Form S-8 No. 333-140955 (Canadian Pacific Railway Limited), Form S-8 No. 333-127943 (Canadian Pacific Railway Limited), and Form S-8 No. 333-13962 (Canadian Pacific Railway Limited).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CANADIAN PACIFIC RAILWAY LIMITED CANADIAN PACIFIC RAILWAY COMPANY (Registrants) |
||||||
Date: April 24, 2007 | By: | Signed: | Donald F. Barnhardt | |||
Name: | Donald F. Barnhardt | |||||
Title: | Corporate Secretary |
| Excluding foreign exchange gains and losses on long-term debt, diluted earnings per share increased 8 per cent to $0.78 from $0.72. | ||
| Operating ratio improved to 79.5 per cent from 79.6 per cent. | ||
| Freight revenue of $1.09 billion increased 2.2 per cent from $1.07 billion. | ||
| Operating expenses at $887 million, up just 0.3 per cent from $884 million. |
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2
Contacts: |
||
Media
|
Investment Community | |
Leslie Pidcock
|
Janet Weiss, Assistant Vice-President Investor Relations | |
Tel.: (403) 319-6878
|
Tel.: (403) 319-3591 | |
e-mail: leslie_pidcock@cpr.ca
|
e-mail: investor@cpr.ca |
3
For the three months | ||||||||
ended March 31 | ||||||||
2007 | 2006 | |||||||
Restated | ||||||||
(see Note 2) | ||||||||
(unaudited) | ||||||||
Revenues |
||||||||
Freight |
$ | 1,090.9 | $ | 1,067.2 | ||||
Other |
25.0 | 43.3 | ||||||
1,115.9 | 1,110.5 | |||||||
Operating expenses |
||||||||
Compensation and benefits |
332.5 | 352.2 | ||||||
Fuel |
171.2 | 157.9 | ||||||
Materials |
62.4 | 57.6 | ||||||
Equipment rents |
55.5 | 44.6 | ||||||
Depreciation and amortization |
118.6 | 114.8 | ||||||
Purchased services and other |
146.4 | 156.6 | ||||||
886.6 | 883.7 | |||||||
Operating income |
229.3 | 226.8 | ||||||
Other charges (Note 4) |
4.8 | 6.8 | ||||||
Foreign exchange (gains) losses on long-term debt |
(8.6 | ) | 6.4 | |||||
Interest expense (Note 5) |
46.8 | 47.3 | ||||||
Income tax expense |
57.7 | 57.5 | ||||||
Net income |
$ | 128.6 | $ | 108.8 | ||||
Basic earnings per share (Note 8) |
$ | 0.83 | $ | 0.69 | ||||
Diluted earnings per share (Note 8) |
$ | 0.82 | $ | 0.68 | ||||
4
For the three months | ||||||||
ended March 31 | ||||||||
2007 | 2006 | |||||||
Restated | ||||||||
(see Note 2) | ||||||||
(unaudited) | ||||||||
Comprehensive income |
||||||||
Net income |
$ | 128.6 | $ | 108.8 | ||||
Other comprehensive income |
||||||||
Net change in foreign currency
translation adjustments, net of
hedging activities |
(0.3 | ) | 1.5 | |||||
Net change in gains on derivatives
designated as cash flow hedges |
(3.2 | ) | | |||||
Other comprehensive (loss) income
before income taxes |
(3.5 | ) | 1.5 | |||||
Income tax recovery |
0.7 | 0.2 | ||||||
Other comprehensive (loss) income (Note 10) |
(2.8 | ) | 1.7 | |||||
Comprehensive income |
$ | 125.8 | $ | 110.5 | ||||
5
March 31 | December 31 | |||||||
2007 | 2006 | |||||||
Restated | ||||||||
(see Note 2) | ||||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 25.6 | $ | 124.3 | ||||
Accounts receivable and other current assets |
608.0 | 615.7 | ||||||
Materials and supplies |
162.2 | 158.6 | ||||||
Future income taxes |
109.7 | 106.3 | ||||||
905.5 | 1,004.9 | |||||||
Investments |
65.8 | 64.9 | ||||||
Net properties |
9,195.9 | 9,122.9 | ||||||
Other assets and deferred charges |
1,208.0 | 1,223.2 | ||||||
Total assets |
$ | 11,375.2 | $ | 11,415.9 | ||||
Liabilities and shareholders equity |
||||||||
Current liabilities |
||||||||
Short-term borrowing |
$ | 77.7 | $ | | ||||
Accounts payable and accrued liabilities |
999.8 | 1,002.6 | ||||||
Income and other taxes payable |
15.2 | 16.0 | ||||||
Dividends payable |
35.0 | 29.1 | ||||||
Long-term debt maturing within one year |
31.5 | 191.3 | ||||||
1,159.2 | 1,239.0 | |||||||
Deferred liabilities |
697.6 | 725.7 | ||||||
Long-term debt |
2,747.8 | 2,813.5 | ||||||
Future income taxes |
1,831.3 | 1,781.2 | ||||||
Shareholders equity |
||||||||
Share capital (Note 9) |
1,182.9 | 1,175.7 | ||||||
Contributed surplus |
37.1 | 32.3 | ||||||
Accumulated other comprehensive income |
77.6 | 66.4 | ||||||
Retained income |
3,641.7 | 3,582.1 | ||||||
4,939.3 | 4,856.5 | |||||||
Total liabilities and shareholders equity |
$ | 11,375.2 | $ | 11,415.9 | ||||
6
For the three months | ||||||||
ended March 31 | ||||||||
2007 | 2006 | |||||||
Restated | ||||||||
(see Note 2) | ||||||||
(unaudited) | ||||||||
Operating activities |
||||||||
Net income |
$ | 128.6 | $ | 108.8 | ||||
Add items not affecting cash: |
||||||||
Depreciation and amortization |
118.6 | 114.8 | ||||||
Future income taxes |
38.5 | 44.2 | ||||||
Foreign exchange (gains) losses on long-term debt |
(8.6 | ) | 6.4 | |||||
Amortization of deferred charges |
3.1 | 4.3 | ||||||
Restructuring payments |
(13.2 | ) | (27.8 | ) | ||||
Other operating activities, net |
(2.7 | ) | 4.1 | |||||
Change in non-cash working capital balances related
to operations |
(36.6 | ) | (80.5 | ) | ||||
Cash provided by operating activities |
227.7 | 174.3 | ||||||
Investing activities |
||||||||
Additions to properties |
(204.2 | ) | (191.7 | ) | ||||
Decrease in investments and other assets |
(0.3 | ) | (19.7 | ) | ||||
Net proceeds from disposal of
transportation properties |
8.9 | 4.3 | ||||||
Cash used in investing activities |
(195.6 | ) | (207.1 | ) | ||||
Financing activities |
||||||||
Dividends paid |
(29.1 | ) | (23.7 | ) | ||||
Issuance of CP Common Shares |
10.1 | 38.5 | ||||||
Purchase of CP Common Shares |
(16.1 | ) | (45.6 | ) | ||||
Increase in short-term borrowing |
77.7 | | ||||||
Repayment of long-term debt |
(173.4 | ) | (10.7 | ) | ||||
Cash used in financing activities |
(130.8 | ) | (41.5 | ) | ||||
Cash position |
||||||||
Decrease in net cash and cash equivalents |
(98.7 | ) | (74.3 | ) | ||||
Net cash and cash equivalents at beginning of period |
124.3 | 121.8 | ||||||
Net cash and cash equivalents at end of period |
$ | 25.6 | $ | 47.5 | ||||
7
For the three months | ||||||||
ended March 31 | ||||||||
2007 | 2006 | |||||||
Restated | ||||||||
(see Note 2) | ||||||||
(unaudited) | ||||||||
Share capital |
||||||||
Balance, beginning of period |
$ | 1,175.7 | $ | 1,141.5 | ||||
Shares issued under stock option plans |
12.3 | 40.2 | ||||||
Shares repurchased |
(5.1 | ) | (6.6 | ) | ||||
Balance, end of period |
1,182.9 | 1,175.1 | ||||||
Contributed surplus |
||||||||
Balance, beginning of period |
32.3 | 245.1 | ||||||
Stock-based compensation expense related to stock option
plans |
4.8 | 4.1 | ||||||
Shares repurchased |
| (45.0 | ) | |||||
Balance, end of period |
37.1 | 204.2 | ||||||
Accumulated other comprehensive income |
||||||||
Balance, beginning of period |
66.4 | 67.5 | ||||||
Adjustment for change in accounting policy |
14.0 | | ||||||
Adjusted balance, beginning of period |
80.4 | 67.5 | ||||||
Other comprehensive (loss) income (Note 10) |
(2.8 | ) | 1.7 | |||||
Balance, end of period |
77.6 | 69.2 | ||||||
Retained earnings |
||||||||
Balance, beginning of period |
3,582.1 | 2,930.0 | ||||||
Adjustment for change in accounting policy |
4.0 | | ||||||
Adjusted balance, beginning of period |
3,586.1 | 2,930.0 | ||||||
Net income for the period |
128.6 | 108.8 | ||||||
Shares repurchased |
(38.0 | ) | | |||||
Dividends |
(35.0 | ) | (29.9 | ) | ||||
Balance, end of period |
3,641.7 | 3,008.9 | ||||||
Total accumulated other comprehensive income and
retained earnings |
3,719.3 | 3,078.1 | ||||||
Shareholders equity, end of period |
$ | 4,939.3 | $ | 4,457.4 | ||||
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1 | Basis of presentation | |
These unaudited interim consolidated financial statements and notes have been prepared using accounting policies that are consistent with the policies used in preparing Canadian Pacific Railway Limiteds (CP, the Company or Canadian Pacific Railway) 2006 annual consolidated financial statements, except as discussed below and in Note 2 for the adoption of new accounting standards for financial instruments, hedges and comprehensive income. They do not include all disclosures required under Generally Accepted Accounting Principles for annual financial statements and should be read in conjunction with the annual consolidated financial statements. | ||
CPs 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. | ||
Financial Instruments | ||
From January 1, 2007, certain financial instruments, including those classified as loans and receivables, available for sale, held for trading and financial liabilities, are initially measured at fair value and subsequently measured at fair value or amortized cost. Amortization is calculated using the effective interest rate for the instrument. Financial instruments that will be realized within the normal operating cycle are measured at their carrying amount as this approximates fair value. | ||
Transaction costs related to the issuance of long-term debt are added to the fair value of the related instrument on issue and are amortized to income in conjunction with the amortization of the instrument using the effective interest rate method. | ||
Derivative financial and commodity instruments | ||
Derivative financial and commodity instruments may be used from time to time by the Company to manage its exposure to price risks relating to foreign currency exchange rates, stock-based compensation, interest rates and fuel prices. Since January 1, 2004, when CP utilizes derivative instruments in hedging relationships, CP identifies, designates and documents those hedging transactions and regularly tests the transactions to demonstrate effectiveness in order to continue hedge accounting. | ||
Commencing from January 1, 2007 all derivative instruments are recorded at their fair value. They are classified on the Consolidated Balance Sheet in Other assets and deferred charges, Deferred liabilities, Accounts receivable and other current assets or Accounts payable and accrued liabilities as applicable. Prior to 2007, only derivative instruments that did not qualify as hedges or were not designated as hedges were carried at fair value on the Consolidated Balance Sheet in Other assets and deferred charges or Deferred liabilities. In the Statement of Consolidated Cash Flows, cash flows relating to derivative instruments designated as hedges are included in the same line as the related item. Gains and losses arising from derivative instruments will affect the following income statements lines: Revenues, Compensation and benefits, Fuel, Other charges, Foreign exchange (gains) losses on long-term debt and Interest expense. | ||
For fair value hedges, the periodic change in value is recognized in income, where the changes in values of the hedged items are also recorded. For a cash flow hedge, the change in value of the effective portion is recognized in Other comprehensive income. Any ineffectiveness within an effective cash flow hedge is recognized in income as it arises in the same income account as the hedged item when realized. Should the hedging of a cash flow hedge relationship become ineffective, previously unrealized gains and losses remain within Accumulated other comprehensive income until the hedged item is settled and, prospectively, future changes in value of the derivative are recognized in income. The change in value of the effective portion of a cash flow hedge remains in Accumulated other comprehensive income until the related hedged item settles, at which time amounts recognized in Accumulated other comprehensive income are reclassified to the same income or balance sheet account that records the hedged item. Prior to January 1, 2007, the periodic change in the fair value of an effective hedging instrument was not recognized in the financial statements. | ||
The transitional date for the assessment of embedded derivatives was January 1, 2001. |
9
2 | New accounting policies | |
Financial instruments, hedging and comprehensive income | ||
On January 1, 2007 the Company adopted the following accounting standards: Section 3855 Financial Instruments Recognition and Measurement, Section 3861 Financial Instruments - Disclosure and Presentation, Section 3865 Hedges and Section 1530 Comprehensive Income. These sections require certain financial instruments and hedge positions to be recorded at their fair value. They also introduce the concept of comprehensive income and accumulated other comprehensive income. Adoption of these standards was on a prospective basis without retroactive restatement of prior periods, except for the restatement of equity balances to reflect the reclassification of Foreign currency translation adjustments to Accumulated other comprehensive income. | ||
The impact of the adoption of these standards on January 1, 2007 was an increase in net assets of $18.0 million, a reduction in Foreign currency translation adjustments of $66.4 million, an increase in Retained earnings of $4.0 million, and the recognition of Accumulated other comprehensive income of $80.4 million. | ||
The fair value of hedging instruments at January 1, 2007 was $31.7 million reflected in Other assets and deferred charges and Accounts receivable and other current assets and $4.8 million reflected in Deferred liabilities and Accounts payable and accrued liabilities. The inclusion of transaction costs within Long-term debt at amortized cost reduced Long-term debt by $33.4 million with an associated reduction in Other assets and deferred charges of $26.9 million. Deferred gains and losses on previously settled hedges were reclassified to Accumulated other comprehensive income and Retained earnings with a resultant decrease in Other assets and deferred charges of $4.8 million. The recognition of certain other financial instruments at fair value or amortized cost resulted in reductions in Long-term debt of $2.8 million, Investments of $1.5 million and Other assets and deferred charges of $0.4 million. The adoption of these standards increased the liability for Future income taxes by $11.6 million. Accumulated other comprehensive income is comprised of foreign currency gains and losses on the net investment in self-sustaining foreign subsidiaries, foreign currency gains and losses related to long-term debt designated as a hedge of the net investment in self-sustaining foreign subsidiaries, effective portions of gains and losses resulting from changes in the fair value of cash flow hedging instruments, and the reclassification of cumulative foreign currency translation adjustments. The adjustment to opening retained earnings reflects the change in measurement basis, from original cost to fair value or amortized cost, of certain financial assets, financial liabilities, transaction costs associated with the Companys long term debt and previously deferred gains and losses on derivative instruments that were settled in prior years and which, had they currently existed, did not meet the criteria for hedge accounting under Accounting Standard Section 3865. The amounts recorded on the adoption of these standards differed from the estimated amounts disclosed in Note 3 to the 2006 annual financial statement as a result of the refinement of certain estimates used at the year end. | ||
Stock-based compensation for employees eligible to retire before the vesting date | ||
As a result of the adoption of EIC 162 Stock-based Compensation for Employees Eligible to Retire Before the Vesting Date in December 2006, the comparative financial statements for the three months ended March 31, 2006 have been restated with an increase in Compensation and benefits expense of $2.3 million, a reduction of Net income of $2.2 million and a reduction in basic and diluted earnings per share of $0.01. |
10
3 | Future accounting changes | |
The CICA has issued the following accounting standards which will be effective for the Company from January 1, 2008: Section 3862 Financial Instruments Disclosures, Section 3863 Financial Instruments Presentation and Section 1535 Capital Disclosures. | ||
These new accounting standards will require the Company to provide additional disclosures relating to its financial instruments, including hedging instruments, and about the Companys capital. In addition, Section 3863 does not change the presentation guidance provided in Section 3861 Financial Instruments Disclosure and Presentation which it replaces. It is not anticipated that the adoption of these new accounting standards will impact the amounts reported in the Companys financial statements as they primarily relate to disclosure. | ||
4 | Other charges |
For the three months | ||||||||
ended March 31 | ||||||||
(in millions) | 2007 | 2006 | ||||||
Amortization of discount on
accruals recorded at present
value |
$ | 2.0 | $ | 2.5 | ||||
Other exchange (gains) losses |
(0.5 | ) | 0.1 | |||||
Loss on sale of accounts
receivable |
1.3 | 1.1 | ||||||
(Gain) loss on non-hedging
derivative instruments |
(0.3 | ) | 0.8 | |||||
Other |
2.3 | 2.3 | ||||||
Total other charges |
$ | 4.8 | $ | 6.8 | ||||
5 | Interest expense |
For the three months | ||||||||
ended March 31 | ||||||||
(in millions) | 2007 | 2006 | ||||||
Interest expense |
$ | 48.8 | $ | 49.0 | ||||
Interest income |
(2.0 | ) | (1.7 | ) | ||||
Net interest expense |
$ | 46.8 | $ | 47.3 | ||||
6 | Income taxes | |
Cash taxes paid for the three months ended March 31, 2007 were $9.2 million (2006 $5.8 million). |
11
7 | Restructuring and environmental remediation | |
At March 31, 2007, the provision for restructuring and environmental remediation was $296.6 million (December 31, 2006 $309.0 million). This provision primarily includes labour liabilities for restructuring plans. Payments are expected to continue in diminishing amounts until 2025. The environmental remediation liability includes the cost of a multi-year soil remediation program. | ||
Set out below is a reconciliation of CPs liabilities associated with restructuring and environmental remediation programs: | ||
Three months ended March 31, 2007 |
Opening | Closing | |||||||||||||||||||||||
Balance | Foreign | Balance | ||||||||||||||||||||||
Jan. 1 | Amortization | Exchange | Mar. 31 | |||||||||||||||||||||
(in millions) | 2007 | Accrued | Payments | of Discount | Impact | 2007 | ||||||||||||||||||
Labour liability
for terminations
and severances |
$ | 187.4 | | (12.5 | ) | 1.5 | (0.3 | ) | $ | 176.1 | ||||||||||||||
Other non-labour
liabilities for
exit plans |
1.4 | | (0.1 | ) | | | 1.3 | |||||||||||||||||
Total restructuring
liability |
188.8 | | (12.6 | ) | 1.5 | (0.3 | ) | 177.4 | ||||||||||||||||
Environmental
remediation program |
120.2 | 0.2 | (0.6 | ) | | (0.6 | ) | 119.2 | ||||||||||||||||
Total restructuring
and environmental
remediation
liability |
$ | 309.0 | 0.2 | (13.2 | ) | 1.5 | (0.9 | ) | $ | 296.6 | ||||||||||||||
Opening | Closing | |||||||||||||||||||||||
Balance | Foreign | Balance | ||||||||||||||||||||||
Jan. 1 | Accrued | Amortization | Exchange | Mar. 31 | ||||||||||||||||||||
(in millions) | 2006 | (Reduced) | Payments | of Discount | Impact | 2006 | ||||||||||||||||||
Labour liability
for terminations
and severances |
$ | 263.6 | (1.1 | ) | (24.8 | ) | 2.6 | 0.2 | $ | 240.5 | ||||||||||||||
Other non-labour
liabilities for
exit plans |
5.8 | | (1.1 | ) | | | 4.7 | |||||||||||||||||
Total restructuring
liability |
269.4 | (1.1 | ) | (25.9 | ) | 2.6 | 0.2 | 245.2 | ||||||||||||||||
Environmental
remediation program |
129.4 | 1.1 | (1.9 | ) | | 0.3 | 128.9 | |||||||||||||||||
Total restructuring
and environmental
remediation
liability |
$ | 398.8 | | (27.8 | ) | 2.6 | 0.5 | $ | 374.1 | |||||||||||||||
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8 | Earnings per share | |
At March 31, 2007, the number of shares outstanding was 155.2 million (March 31, 2006 158.6 million). | ||
Basic earnings per share have been calculated using net income for the period divided by the weighted average number of CP shares outstanding during the period. | ||
Diluted earnings per share have been calculated using the treasury stock method, which gives effect to the dilutive value of outstanding options. | ||
The number of shares used in earnings per share calculations is reconciled as follows: |
For the three months | ||||||||
ended March 31 | ||||||||
(in millions) | 2007 | 2006 | ||||||
Weighted average shares
outstanding |
155.5 | 158.5 | ||||||
Dilutive effect of stock options |
1.9 | 1.7 | ||||||
Weighted average diluted
shares outstanding |
157.4 | 160.2 | ||||||
(in dollars) |
||||||||
Basic earnings per share |
$ | 0.83 | $ | 0.69 | (1) | |||
Diluted earnings per share |
$ | 0.82 | $ | 0.68 | (1) | |||
9 | Shareholders equity | |
An analysis of shares outstanding is as follows: |
For the three months | ||||||||
ended March 31 | ||||||||
(in millions) | 2007 | 2006 | ||||||
Shares outstanding, January 1 |
155.5 | 158.2 | ||||||
Shares issued under stock option plans |
0.4 | 1.3 | ||||||
Shares repurchased |
(0.7 | ) | (0.9 | ) | ||||
Shares outstanding, March 31 |
155.2 | 158.6 | ||||||
13
9 | Shareholders equity (continued) | |
In June 2006, the Company completed the acquisition of Common Shares under the previous normal course issuer bid and filed a new normal course issuer bid to purchase, for cancellation, up to 3.9 million of its outstanding Common Shares. Under this filing, share purchases may be made during the 12-month period beginning June 6, 2006, and ending June 5, 2007. Of the 3.9 million shares authorized for repurchase under this filing, 3.4 million were repurchased in 2006 at an average price per share of $56.66 and 0.2 million shares were purchased in the first quarter of 2007 at an average price per share of $64.11. | ||
In March 2007, the Company completed the filing for a new normal course issuer bid (2007 NCIB) to cover the period of March 28, 2007 to March 27, 2008 to purchase, for cancellation, up to 5.0 million of its outstanding Common Shares. Of the 5.0 million shares authorized under the 2007 NCIB, 0.2 million shares were purchased in the first quarter of 2007 at an average price per share of $64.76. | ||
In addition to the 0.2 million shares purchased through the 2007 NCIB, pursuant to a notice of intention to make an exempt issuer bid filed on March 23, 2007, the Company purchased, for cancellation, 0.3 million shares through a private agreement with an arms length third party on March 29, 2007 at an average price of $63.12. | ||
In April 2007, the Company received approval from its Board of Directors to amend its 2007 NCIB to purchase, for cancellation, up to 15.5 million of its outstanding Common Shares during 2007, and if not completed in 2007, in 2008. This amendment is subject to regulatory approval. | ||
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 contributed surplus and retained earnings. When shares are repurchased, it takes three days before the transaction is settled and the shares are cancelled. The cost of shares purchased in a given month and settled in the following month is accrued in the month of purchase. During the three months ended March 31, 2007, 0.7 million shares were repurchased at an average price of $63.85 (three months ended March 31, 2006, 0.9 million shares were repurchased at an average price of $57.81). |
10 | Other comprehensive income | |
Components of other comprehensive income and the related tax effects are as follows: |
For the three months ended March 31 | ||||||||||||
2007 | ||||||||||||
Income tax | ||||||||||||
Before tax | (expense) | Net of tax | ||||||||||
(in millions) | amount | recovery | amount | |||||||||
Unrealized foreign exchange gain on
translation of U.S. dollar-denominated
long-term debt designated as a hedge of
the net investment in U.S. subsidiaries |
$ | 3.9 | $ | (0.6 | ) | $ | 3.3 | |||||
Unrealized foreign exchange loss on
translation of the net investment in
U.S. subsidiaries |
(4.2 | ) | | (4.2 | ) | |||||||
Realized gain on settled cash flow hedges |
(3.3 | ) | 1.3 | (2.0 | ) | |||||||
Increase in unrealized holding gains on
cash flow hedges |
0.1 | | 0.1 | |||||||||
Other comprehensive loss |
$ | (3.5 | ) | $ | 0.7 | $ | (2.8 | ) | ||||
14
10 | Other comprehensive income (continued) |
For the three months ended March 31 | ||||||||||||
2006 | ||||||||||||
Income tax | ||||||||||||
Before tax | (expense) | Net of tax | ||||||||||
(in millions) | amount | recovery | amount | |||||||||
Unrealized foreign
exchange loss on
translation of U.S.
dollar-denominated
long-term debt designated
as a hedge of the net
investment in U.S.
subsidiaries |
$ | (0.9 | ) | $ | 0.2 | $ | (0.7 | ) | ||||
Unrealized foreign
exchange gain on
translation of the net
investment in U.S.
subsidiaries |
2.4 | | 2.4 | |||||||||
Other comprehensive income |
$ | 1.5 | $ | 0.2 | $ | 1.7 | ||||||
Adjustment | ||||||||||||||||||||
Opening | for change | Adjusted | Closing | |||||||||||||||||
Balance, | in | Opening | Balance, | |||||||||||||||||
Jan. 1, | accounting | Balance, | Period | Mar. 31, | ||||||||||||||||
(in millions) | 2007 | policy | Jan. 1, 2007 | change | 2007 | |||||||||||||||
Foreign exchange
on U.S. dollar
debt designated as
a hedge of the net
investment in U.S.
subsidiaries |
$ | 234.9 | $ | 0.4 | $ | 235.3 | $ | 3.3 | $ | 238.6 | ||||||||||
Foreign exchange
on net investment
in U.S.
subsidiaries |
(168.5 | ) | | (168.5 | ) | (4.2 | ) | (172.7 | ) | |||||||||||
Increase
(decrease) in
unrealized
effective gains of
cash flow hedges |
| 18.9 | 18.9 | (1.9 | ) | 17.0 | ||||||||||||||
Unrealized loss on
settled hedge
instruments |
| (5.3 | ) | (5.3 | ) | | (5.3 | ) | ||||||||||||
Accumulated other
comprehensive
income |
$ | 66.4 | $ | 14.0 | $ | 80.4 | $ | (2.8 | ) | $ | 77.6 | |||||||||
15
10 | Other comprehensive income (continued) | |
Three months ended March 31, 2006 |
Closing | ||||||||||||
Opening | Balance, | |||||||||||
Balance, | Period | Mar. 31, | ||||||||||
(in millions) | Jan. 1, 2006 | change | 2006 | |||||||||
Foreign exchange on U.S.
dollar debt designated as a
hedge of the net investment
in U.S. subsidiaries |
$ | 238.1 | $ | (0.7 | ) | $ | 237.4 | |||||
Foreign exchange on net
investment in U.S.
subsidiaries |
(170.6 | ) | 2.4 | (168.2 | ) | |||||||
Accumulated other
comprehensive income |
$ | 67.5 | $ | 1.7 | $ | 69.2 | ||||||
During the next twelve months, the Company expects $12.3 million of unrealized holding gains on derivative instruments to be realized and recognized in the Statement of Consolidated Income. Derivative instruments designated as cash flow hedges will mature during the period ending December 2009. | ||
11 | Fair value of financial instruments | |
The fair value of a financial instrument is the amount of consideration that would be agreed upon in an arms length transaction between willing parties. The Company uses the following methods and assumptions to estimate fair value of each class of financial instruments for which carrying amounts are included in the Consolidated Balance Sheet as follows: | ||
Loans and receivables Accounts receivable and other current assets The carrying amounts included in the Consolidated Balance Sheet approximate fair value because of the short maturity of these instruments. |
||
Investments Long-term receivable balances are carried at amortized cost based on an initial fair value determined using discounted cash flow analysis using observable market based inputs. | ||
Financial liabilities Accounts payable and accrued liabilities and short-term borrowings The carrying amounts included in the Consolidated Balance Sheet approximate fair value because of the short maturity of these instruments. |
||
Long-term debt The carrying amount of long-term debt is at amortized cost based on an initial fair value determined using the quoted market prices for the same or similar debt instruments. | ||
Available for sale Investments The Companys equity investments recorded on a cost basis have a carrying value that equals cost as fair value cannot be reliably established. These investments are not traded on a liquid market. |
||
Held for trading Other assets and deferred charges and Deferred liabilities Derivative instruments that are designated as hedging instruments are measured at fair value determined using the quoted market prices for the same or similar instruments. Derivative instruments that are not designated in hedging relationships are classified as held for trading and measured at fair value determined by using quoted market prices for the same or similar instruments and changes in the fair values of such derivative instruments are recognized in net income as they arise. |
||
Cash and cash equivalents The carrying amounts included in the Consolidated Balance Sheet approximate fair value because of the short maturity of these instruments. |
16
11 | Fair value of financial instruments (continued) | |
Carrying value and fair value of financial instruments | ||
The carrying values of financial instruments equal or approximate their fair values with the exception of long-term debt which has a carrying value of approximately $2,779 million and a fair value of approximately $3,068 million at March 31, 2007. | ||
12 | Stock-based compensation | |
In the first quarter of 2007, under CPs stock option plans, the Company issued 1,299,800 options to purchase Common Shares at the price of $62.57 per share, based on the closing price on the day prior to the grant date. In tandem with these options, 432,050 stock appreciation rights were issued at the exercise price of $62.57. Also, all 30,000 unvested Restricted Share Units, issued in 2005, were cancelled in the first quarter of 2006. | ||
Pursuant to the employee plan, options may be exercised upon vesting, which is between 24 months and 36 months after the grant date, and will expire after 10 years. Some options vest after 48 months, unless certain performance targets are achieved, in which case vesting is accelerated. These options expire five years after the grant date. Other options only vest if certain performance targets are achieved and expire approximately five years after the grant date. | ||
The following is a summary of the Companys fixed stock option plans as of March 31 (including options granted under the Directors Stock Option Plan, which was suspended in 2003): |
2007 | 2006 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Number of | average | Number of | average | |||||||||||||
options | exercise price | options | exercise price | |||||||||||||
Outstanding, January 1 |
6,815,494 | 38.50 | 7,971,917 | $ | 32.07 | |||||||||||
New options granted |
1,299,800 | 62.57 | 1,376,500 | 57.70 | ||||||||||||
Exercised |
(356,491 | ) | 29.82 | (1,349,300 | ) | 28.48 | ||||||||||
Forfeited/cancelled |
(51,175 | ) | 35.48 | (195,530 | ) | 39.69 | ||||||||||
Outstanding, March 31 |
7,707,628 | 42.98 | 7,803,587 | $ | 37.02 | |||||||||||
Options exercisable
at March 31 |
4,713,928 | 33.89 | 3,919,337 | $ | 29.38 | |||||||||||
For the three months | ||||||||||||
ended March 31 | ||||||||||||
2007 | 2006 | |||||||||||
Restated | ||||||||||||
Net income (in millions) |
As reported | $ | 128.6 | $ | 108.8 | |||||||
Pro forma | $ | 128.6 | $ | 108.6 | ||||||||
17
12 | Stock-based compensation (continued) | |
Under the fair value method, the fair value of options at the grant date is $11.2 million for options issued in the first quarter of 2007 (first quarter of 2006 $11.7 million). The weighted average fair value assumptions were approximately: |
For the three months | ||||||||
ended March 31 | ||||||||
2007 | 2006 | |||||||
Expected option life (years) |
4.00 | 4.50 | ||||||
Risk-free interest rate |
3.89 | % | 4.06 | % | ||||
Expected stock price volatility |
23 | % | 22 | % | ||||
Expected annual dividends per share |
$ | 0.90 | $ | 0.75 | ||||
Weighted average fair value of options
granted during the year |
$ | 12.96 | $ | 12.97 | ||||
13 | Pensions and other benefits | |
The total benefit cost for the Companys defined benefit pension plans, defined contribution pension plans and post-retirement benefits for the quarter ended March 31, 2007, was $27.4 million (quarter ended March 31, 2006 $30.9 million). | ||
14 | Significant customers | |
During the first quarter of 2007, one customer comprised 11.1% of total revenue (first quarter of 2006 13.0%). At March 31, 2007, one customer represented 4.2% of total accounts receivable (March 31, 2006 6.1%). |
18
15 | Commitments and contingencies | |
In the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damages to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending at March 31, 2007, cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Companys financial position or results of operations. | ||
Capital commitments | ||
At March 31, 2007, CP had multi-year capital commitments of $609.4 million, mainly for locomotive overhaul agreements, in the form of signed contracts or letters of intent. Payments for these commitments are due in 2007 through 2016. | ||
Operating lease commitments | ||
At March 31, 2007, minimum payments under operating leases were estimated at $605.4 million in aggregate, with annual payments in each of the next 5 years of: remainder of 2007 $100.7 million; 2008 $100.2 million; 2009 $72.1 million; 2010 $56.5 million; 2011 $51.2 million. | ||
Guarantees | ||
The Company has residual value guarantees on operating lease commitments of $363.9 million at March 31, 2007. The maximum amount that could be payable under these and all of the Companys 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 has accrued for all guarantees that it expects to pay. At March 31, 2007, these accruals, which do not include any amounts for residual value guarantees, amounted to $7.5 million. |
19
First Quarter | ||||||||||||||||
2007 | 2006 (1) | Variance | % | |||||||||||||
Financial (millions, except per share data) |
||||||||||||||||
Revenues |
||||||||||||||||
Freight revenue |
$ | 1,090.9 | $ | 1,067.2 | $ | 23.7 | 2.2 | |||||||||
Other revenue |
25.0 | 43.3 | (18.3 | ) | (42.3 | ) | ||||||||||
1,115.9 | 1,110.5 | 5.4 | 0.5 | |||||||||||||
Operating
expenses |
||||||||||||||||
Compensation and benefits |
332.5 | 352.2 | (19.7 | ) | (5.6 | ) | ||||||||||
Fuel |
171.2 | 157.9 | 13.3 | 8.4 | ||||||||||||
Materials |
62.4 | 57.6 | 4.8 | 8.3 | ||||||||||||
Equipment rents |
55.5 | 44.6 | 10.9 | 24.4 | ||||||||||||
Depreciation and amortization |
118.6 | 114.8 | 3.8 | 3.3 | ||||||||||||
Purchased services and other |
146.4 | 156.6 | (10.2 | ) | (6.5 | ) | ||||||||||
886.6 | 883.7 | 2.9 | 0.3 | |||||||||||||
Operating income |
229.3 | 226.8 | 2.5 | 1.1 | ||||||||||||
Other charges |
4.8 | 6.8 | (2.0 | ) | (29.4 | ) | ||||||||||
Interest expense |
46.8 | 47.3 | (0.5 | ) | (1.1 | ) | ||||||||||
Income tax expense before foreign exchange (gains)/losses on
long-term debt (2) |
55.1 | 56.6 | (1.5 | ) | (2.7 | ) | ||||||||||
Income before foreign exchange (gains)/losses on long-term debt (2) |
122.6 | 116.1 | 6.5 | 5.6 | ||||||||||||
Foreign
exchange (gains)/losses on long-term debt (FX on LTD) |
||||||||||||||||
FX on LTD |
(8.6 | ) | 6.4 | (15.0 | ) | | ||||||||||
Income tax on FX on LTD (3) |
2.6 | 0.9 | 1.7 | | ||||||||||||
FX on LTD (net of tax) |
(6.0 | ) | 7.3 | (13.3 | ) | | ||||||||||
Net income |
$ | 128.6 | $ | 108.8 | $ | 19.8 | 18.2 | |||||||||
Earnings
per share (EPS) |
||||||||||||||||
Basic earnings per share |
$ | 0.83 | $ | 0.69 | $ | 0.14 | 20.3 | |||||||||
Diluted earnings per share |
$ | 0.82 | $ | 0.68 | $ | 0.14 | 20.6 | |||||||||
EPS
before FX on LTD (2) |
||||||||||||||||
Basic earnings per share |
$ | 0.79 | $ | 0.73 | $ | 0.06 | 8.2 | |||||||||
Diluted earnings per share |
$ | 0.78 | $ | 0.72 | $ | 0.06 | 8.3 | |||||||||
Weighted average number of shares outstanding (millions) |
155.5 | 158.5 | (3.0 | ) | (1.9 | ) | ||||||||||
Operating ratio (2) (4) (%) |
79.5 | 79.6 | (0.1 | ) | | |||||||||||
ROCE before FX on LTD (after tax) (2) (4) (%) |
10.1 | 9.6 | 0.5 | | ||||||||||||
Net debt to net debt plus equity (%) |
36.4 | 39.9 | (3.5 | ) | | |||||||||||
EBIT before FX on LTD (2) (4) (millions) |
$ | 224.5 | $ | 220.0 | $ | 4.5 | 2.0 | |||||||||
EBITDA before FX on LTD (2) (4) (millions) |
$ | 343.1 | $ | 334.8 | $ | 8.3 | 2.5 |
(1) | Certain comparative period figures have been restated for retroactive application of a new accounting standard adopted in 2006 related to stock-based compensation for employees eligible to retire before the vesting date. | |
(2) | These are earnings measures that are not in accordance with GAAP and may not be comparable to similar measures of other companies. See note on non-GAAP earnings measures attached to commentary. | |
(3) | Income tax on FX on LTD is discussed in the current MD&A in the Other Income Statement Items section Income Taxes. |
(4)
|
EBIT: | Earnings before interest and taxes. | ||
EBITDA: | Earnings before interest, taxes, and depreciation and amortization. | |||
ROCE (after tax): | Return on capital employed (after tax) = earnings before after-tax interest
expense (last 12 months) divided by average net debt plus
equity. |
|||
Operating ratio: | Operating expenses divided by revenues. |
20
First Quarter | ||||||||||||||||
2007 | 2006 | Variance | % | |||||||||||||
Commodity Data |
||||||||||||||||
Freight Revenues (millions) |
||||||||||||||||
- Grain |
$ | 219.6 | $ | 211.3 | $ | 8.3 | 3.9 | |||||||||
- Coal |
131.3 | 160.2 | (28.9 | ) | (18.0 | ) | ||||||||||
- Sulphur and fertilizers |
122.4 | 93.1 | 29.3 | 31.5 | ||||||||||||
- Forest products |
72.0 | 83.4 | (11.4 | ) | (13.7 | ) | ||||||||||
- Industrial and consumer products |
151.9 | 148.3 | 3.6 | 2.4 | ||||||||||||
- Automotive |
82.1 | 78.3 | 3.8 | 4.9 | ||||||||||||
- Intermodal |
311.6 | 292.6 | 19.0 | 6.5 | ||||||||||||
Total Freight Revenues |
$ | 1,090.9 | $ | 1,067.2 | $ | 23.7 | 2.2 | |||||||||
Millions of Revenue Ton-Miles (RTM) |
||||||||||||||||
- Grain |
7,484 | 7,474 | 10 | 0.1 | ||||||||||||
- Coal |
4,583 | 5,054 | (471 | ) | (9.3 | ) | ||||||||||
- Sulphur and fertilizers |
4,984 | 3,455 | 1,529 | 44.3 | ||||||||||||
- Forest products |
2,000 | 2,434 | (434 | ) | (17.8 | ) | ||||||||||
- Industrial and consumer products |
4,133 | 4,341 | (208 | ) | (4.8 | ) | ||||||||||
- Automotive |
625 | 603 | 22 | 3.6 | ||||||||||||
- Intermodal |
6,926 | 6,727 | 199 | 3.0 | ||||||||||||
Total RTMs |
30,735 | 30,088 | 647 | 2.2 | ||||||||||||
Freight Revenue per RTM (cents) |
||||||||||||||||
- Grain |
2.93 | 2.83 | 0.10 | 3.5 | ||||||||||||
- Coal |
2.86 | 3.17 | (0.31 | ) | (9.8 | ) | ||||||||||
- Sulphur and fertilizers |
2.46 | 2.69 | (0.23 | ) | (8.6 | ) | ||||||||||
- Forest products |
3.60 | 3.43 | 0.17 | 5.0 | ||||||||||||
- Industrial and consumer products |
3.68 | 3.42 | 0.26 | 7.6 | ||||||||||||
- Automotive |
13.14 | 12.99 | 0.15 | 1.2 | ||||||||||||
- Intermodal |
4.50 | 4.35 | 0.15 | 3.4 | ||||||||||||
Freight Revenue per RTM |
3.55 | 3.55 | | | ||||||||||||
Carloads (thousands) |
||||||||||||||||
- Grain |
89.3 | 92.4 | (3.1 | ) | (3.4 | ) | ||||||||||
- Coal |
58.5 | 78.7 | (20.2 | ) | (25.7 | ) | ||||||||||
- Sulphur and fertilizers |
50.2 | 39.0 | 11.2 | 28.7 | ||||||||||||
- Forest products |
30.1 | 37.6 | (7.5 | ) | (19.9 | ) | ||||||||||
- Industrial and consumer products |
75.7 | 79.7 | (4.0 | ) | (5.0 | ) | ||||||||||
- Automotive |
42.4 | 42.3 | 0.1 | 0.2 | ||||||||||||
- Intermodal |
287.6 | 281.8 | 5.8 | 2.1 | ||||||||||||
Total Carloads |
633.8 | 651.5 | (17.7 | ) | (2.7 | ) | ||||||||||
Freight Revenue per Carload |
||||||||||||||||
- Grain |
$ | 2,459 | $ | 2,287 | $ | 172 | 7.5 | |||||||||
- Coal |
2,244 | 2,036 | 208 | 10.2 | ||||||||||||
- Sulphur and fertilizers |
2,438 | 2,387 | 51 | 2.1 | ||||||||||||
- Forest products |
2,392 | 2,218 | 174 | 7.8 | ||||||||||||
- Industrial and consumer products |
2,007 | 1,861 | 146 | 7.8 | ||||||||||||
- Automotive |
1,936 | 1,851 | 85 | 4.6 | ||||||||||||
- Intermodal |
1,083 | 1,038 | 45 | 4.3 | ||||||||||||
Freight Revenue per Carload |
$ | 1,721 | $ | 1,638 | $ | 83 | 5.1 |
21
First Quarter | ||||||||||||||||
2007 | 2006 (1) | Variance | % | |||||||||||||
Operations and Productivity |
||||||||||||||||
Freight gross ton-miles (GTM) (millions) |
57,560 | 57,014 | 546 | 1.0 | ||||||||||||
Revenue ton-miles (RTM) (millions) |
30,735 | 30,088 | 647 | 2.2 | ||||||||||||
Average number of active employees |
14,884 | 15,267 | (383 | ) | (2.5 | ) | ||||||||||
Number of active employees at end of period |
15,048 | 15,394 | (346 | ) | (2.2 | ) | ||||||||||
FRA personal injuries per 200,000 employee-hours |
1.9 | 2.1 | (0.2 | ) | (9.5 | ) | ||||||||||
FRA train accidents per million train-miles |
1.8 | 1.2 | 0.6 | 50.0 | ||||||||||||
Total operating expenses per RTM (cents) |
2.88 | 2.94 | (0.06 | ) | (2.0 | ) | ||||||||||
Total operating expenses per GTM (cents) |
1.54 | 1.55 | (0.01 | ) | (0.6 | ) | ||||||||||
Compensation and benefits expense per GTM (cents) |
0.58 | 0.62 | (0.04 | ) | (6.5 | ) | ||||||||||
GTMs per average active employee (000) |
3,867 | 3,734 | 133 | 3.6 | ||||||||||||
Miles of road operated at end of period (2) |
13,260 | 13,693 | (433 | ) | (3.2 | ) | ||||||||||
Average train speed AAR definition (mph) |
23.2 | 25.3 | (2.1 | ) | (8.3 | ) | ||||||||||
Terminal dwell time AAR definition (hours) |
24.0 | 21.3 | 2.7 | 12.7 | ||||||||||||
Car miles per car day |
134.6 | 132.1 | 2.5 | 1.9 | ||||||||||||
Average daily total cars on-line AAR definition (000) |
81.3 | 80.9 | 0.4 | 0.5 | ||||||||||||
U.S. gallons of locomotive fuel per 1,000 GTMs freight & yard |
1.26 | 1.24 | 0.02 | 1.6 | ||||||||||||
U.S. gallons of locomotive fuel consumed total (millions) (3) |
72.4 | 71.1 | 1.3 | 1.8 | ||||||||||||
Average foreign exchange rate (US$/Canadian$) |
0.854 | 0.873 | (0.019 | ) | (2.2 | ) | ||||||||||
Average foreign exchange rate (Canadian$/US$) |
1.171 | 1.146 | 0.025 | 2.2 |
(1) | Certain comparative period figures have been restated for retroactive application of a new accounting standard adopted in 2006 related to stock-based compensation for employees eligible to retire before the vesting date. | |
(2) | Excludes track on which CP has haulage rights. | |
(3) | Includes gallons of fuel consumed from freight, yard and commuter service but excludes fuel used in capital projects and other non-freight activities. |
22