8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

August 12, 2020

Date of Report (Date of earliest event reported) 

Canadian Pacific Railway Limited

(Exact name of registrant as specified in its charter)

Canada	001-01342	98-0355078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,

Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 319-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	CP	New York Stock Exchange
Common Shares, without par value, of Canadian Pacific Railway Limited	CP	Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	CP40	New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	BC87	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

ITEM 8.01. Other Events.

On August 12, 2020, Canadian Pacific Railway Limited (the “Corporation”) issued a press release announcing that the Corporation has begun work to install a solar energy farm at its corporate headquarters in Calgary. Additionally, on August 13, 2020, the Corporation issued a press release announcing that it had released the 2019 corporate sustainability data supplement to the Corporation’s 2018 sustainability report, Sustainably Driven. Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated August 12, 2020.
Exhibit 99.2	Press Release dated August 13, 2020.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated August 12, 2020.
Exhibit 99.2	Press Release dated August 13, 2020.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2020
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Nizam Hasham
		Name:	Nizam Hasham
		Title:	Assistant Corporate Secretary

EX-99.1

EXHIBIT 99.1

Release:          August 12, 2020 (0630 MT)

CP committed to sustainability, investing in solar power at its Calgary headquarters

Calgary – Canadian Pacific (TSX: CP) (NYSE: CP) has begun work to install a solar energy farm at its corporate headquarters in Calgary. The installation is expected to generate more power than consumed annually at CP’s main headquarters building by early 2021.

The project, which will be built over five hectares and see 500 parking stalls covered and a solar garden created, will generate up to five megawatts of electricity while avoiding an estimated 2,600 tonnes of carbon emissions a year, equal to taking approximately 570 cars off the road. The project will also assist in reducing CP’s Scope 2 emissions, a category specific to indirect emissions related to electricity usage.

“At CP, we are sustainably driven and today’s announcement further exemplifies that,” said CP President and Chief Executive Officer Keith Creel. “We are taking advantage of our unique headquarters footprint in Calgary, just outside of the downtown core, to develop one of the largest private solar operations in the province. We look forward to seeing the project come on line in early 2021, and to having it featured as part of our beautiful, historic and expansive Calgary campus.”

CP moved its headquarters, including its operations centre, from leased downtown office space in Calgary to the company-owned 101 hectare campus in Ogden in 2013. The one-of-a-kind campus features large green spaces, walking paths, cafeteria and other amenities. Today’s announcement will mean free covered parking for employees and designated electric vehicle charging stations.

On July 30, CP released its first public statement on climate change. The statement acknowledges the effects of rising global temperatures and lays out the company’s commitment to ongoing efforts to mitigate the impacts.

CP has long focused on energy-saving initiatives as a core component of its sustainability practices. Since 1990, the company has improved its locomotive fuel efficiency by more than 40 percent through many different initiatives and programs designed to improve fuel economy and reduce air emissions. The application of leading practices, emerging tools and relationship building across the value chain and industrial sector will remain critical as the company addresses the challenges of climate change.

“We recognize the importance of sustainability and are excited about the future in this space,” Creel said. “This innovative project will see us run our headquarters building on 100 percent locally produced renewable electricity, something not many companies can say.”

For more information about CP’s sustainability practices and initiatives, visit sustainability.cpr.ca.

Note on forward-looking information

This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information 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 "will", "anticipate", "believe", "expect", "plan", "should" or similar words suggesting future outcomes.

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This news release contains forward-looking information relating, but not limited to, our operations, priorities and plans, planned capital investments including in solar panels and electric vehicle charging stations, and the anticipated benefits of such planned investments and the timing thereof.

The forward-looking information contained in this news release is based on current expectations, estimates, projections and assumptions, having regard to CP's experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: North American and global economic growth; commodity demand growth; agricultural production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; our ability to complete our capital and maintenance projects on the timelines anticipated; applicable laws, regulations and government policies; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to CP; the anticipated impacts of the novel strain of coronavirus (and the disease known as COVID-19); and capital investments by third parties. Although CP believes the expectations, estimates, projections and assumptions reflected in the forward-looking information presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information. By its nature, CP's forward-looking information involves 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 associated with 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, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; 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; trade restrictions or other changes to international trade arrangements; climate change; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; and the pandemic created by the outbreak of the novel strain of coronavirus (and the disease known as COVID-19) and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains. 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 "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" in CP's annual and interim reports on Form 10-K and 10-Q.

The forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.

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About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides 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 cpr.ca to see the rail advantages of CP. CP-IR

Contacts:

Media

Salem Woodrow403-835-9005Salem_Woodrow@cpr.ca24/7 media pager:Alert_MediaRelations@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca

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EX-99.2

EXHIBIT 99.2

Release:          August 13, 2020

CP releases 2019 corporate sustainability data supplement, highlighting strong performance in safety, operational excellence and social impact

Calgary - Canadian Pacific (TSX: CP) (NYSE: CP) today released its 2019 corporate sustainability data supplement to the company’s 2018 sustainability report, Sustainably Driven. The information in the report was prepared in accordance with the Global Reporting Initiative Standards and aligns closely with the Sustainability Accounting Standards Board for Rail Transportation framework.

“CP is committed to operating in an ethical and responsible manner that considers our obligations to employees, customers, communities and shareholders,” said Keith Creel, CP’s President and Chief Executive Officer. “We are resolute in our approach to sustainability and to meeting the needs of our key stakeholders and the broader environment.”

The data supplement is a significant milestone in CP’s journey toward a higher level of reporting and stronger environmental, social and governance practices. This supplement represents the first time CP has been able to report its full Scope 3 greenhouse gas (GHG) emissions, an important step to understanding the broader impact of CP’s business. All emissions reported in the supplement have the highest level of third-party assurance.

Key sustainability highlights include:

Safety

● In 2019, CP continued to lead as North America's safest Class 1 railway with the lowest Federal Railroad Administration (FRA) reportable train accident frequency for the 14th consecutive year.

● CP achieved a 23 percent reduction in personal FRA-reportable employee personal injuries since implementation of its Home Safe program in 2016.

Operational excellence

● Since 1990, CP has improved its locomotive fuel efficiency by 43 percent through initiatives designed to improve fuel economy and reduce air pollution emissions.

● Transportation of freight by rail is three to four times more fuel-efficient than highway transport, helping our customers further reduce their GHG emissions.

● CP increased its intermodal traffic by nearly 5 percent in 2019, transporting an additional 1.3 billion revenue ton-miles of freight by rail.

● In 2019, CP completed more than 86,000 main-track inspections on more than 1.8 million main-track miles.

● Since 2015, CP has decreased water consumption by nearly 60 percent network-wide.

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Social Impact

● In 2019, CP raised $530,000 in support of the Homes for Heroes Foundation and its initiative of building homes for homeless veterans through its Spin for a Veteran event and supplier golf tournament.

● CP hired 126 Canadian and U.S. veterans in 2019.

● In 2019, CP provided respectful and inclusive workplace training to more than 2,700 employees. An additional 1,496 employees received Indigenous cultural awareness training as part of CP’s support for diversity and inclusion in its workplace.

CP will continue to build on this progress and deliver on its ambitious vision for the future of its business in a low-carbon economy, as outlined in CP’s recent public statement on climate change. The statement supports the goals of the Paris Agreement and the Pan-Canadian Framework on Clean Growth and Climate Change, which seek to limit global temperature rise to well below 2 degrees Celsius above pre-industrial levels.

CP’s actions and efforts to strengthen its leadership in the transition to a low-carbon economy were recognized this year by Corporate Knights Magazine’s Best 50 Corporate Citizens list and by the World Finance Sustainability Awards 2020, which named the company a sustainability leader in the transportation industry.

The document is part of CP’s commitment to detailed disclosure, outlining sustainability metrics and performance in the areas of safety, operational excellence and social impact.

About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides 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 cpr.ca to see the rail advantages of CP. CP-IR

Contacts:

Media

Andy Cummings612-554-0850Andy_Cummings@cpr.ca24/7 media pager:Alert_MediaRelations@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca

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