What is the primary purpose of this Form 40-F filing?

The primary purpose of this Form 40-F filing is to satisfy the annual reporting requirements for Canadian Pacific Railway Limited (CP) with the U.S. Securities and Exchange Commission (SEC), as well as to serve as a registration statement. It essentially incorporates by reference CP's audited annual financial statements and Management's Discussion and Analysis from its 2004 Annual Report, along with other governance-related disclosures.

What information is considered 'filed' as part of this Form 40-F?

Only specific sections of CP's 2004 Annual Report, primarily pages 4 through 88 which include the consolidated audited financial statements and Management's Discussion and Analysis, are deemed filed with the SEC as part of this Form 40-F. Other portions of the annual report are not considered filed unless specifically incorporated by reference.

How are the company's independent auditors and their fees disclosed?

The filing discloses that PricewaterhouseCoopers LLP served as the independent auditor. It provides a breakdown of fees paid for audit, audit-related, and tax services for both 2003 and 2004, totaling $1,501,000 in 2003 and $1,898,000 in 2004. The company also details its policy for pre-approving audit and non-audit services to ensure the auditor's independence.

What measures does CP have in place for corporate governance and financial oversight?

CP maintains a comprehensive corporate governance framework. This includes a Code of Business Ethics, a Code of Ethics for Chief Executive Officer and Senior Financial Officers, and Corporate Governance Principles and Guidelines. The company also has established Audit Committees with financially literate and independent members, including designated audit committee financial experts, and has policies in place for director independence and executive sessions of non-management directors.

CP 10-K FY2004 Annual Report — Revenue, Net Income, EPS

Summary

This Form 40-F filing from Canadian Pacific Railway Limited (CP) for the fiscal year ended December 31, 2004, primarily serves as an annual report and registration statement for the U.S. Securities and Exchange Commission. The document confirms that CP has met its filing obligations and that its disclosure controls and procedures were effective as of the reporting date. It incorporates by reference the company's detailed 2004 Annual Report, which includes audited financial statements and Management's Discussion and Analysis (MD&A), although only specific pages of that report are deemed filed with the SEC as part of this 40-F. Key aspects highlighted include the company's commitment to corporate governance, including its Code of Business Ethics, Code of Ethics for Senior Financial Officers, and Corporate Governance Principles. The filing also details the composition and independence of its audit committees, the financial expertise of its members, and the fees paid to its independent auditor, PricewaterhouseCoopers LLP. The report indicates no significant changes in internal controls over financial reporting during the period and outlines the company's policies for pre-approving services from its independent auditor to ensure auditor independence.

Key Highlights

1Canadian Pacific Railway Limited filed its annual report on Form 40-F for the fiscal year ended December 31, 2004, confirming compliance with SEC filing requirements.

2The company's disclosure controls and procedures were evaluated and found to be effective as of December 31, 2004.

3No material changes in internal controls over financial reporting occurred during the reporting period.

4The filing incorporates by reference the company's 2004 Annual Report, including audited financial statements and Management's Discussion and Analysis.

5Detailed information on the company's corporate governance framework, including Codes of Ethics and Corporate Governance Principles, is provided or referenced.

6The composition, independence, and financial expertise of the Audit, Finance and Risk Management Committees are disclosed, with specific attention to the designation of audit committee financial experts.

7Fees paid to PricewaterhouseCoopers LLP for audit, audit-related, and tax services in 2004 and 2003 are detailed, showing an increase in total fees from $1,501,000 in 2003 to $1,898,000 in 2004.

CANADIAN PACIFIC KANSAS CITY LTD/CN Annual Report, Year Ended Dec 31, 2004

Summary

Key Highlights

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