SHARE-BASED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Share-based Compensation, Stock Options, Activity

See summary of stock option activity in the table below:



	2013				2012				2011
Stock Options	Shares (000s)		Weighted Average Exercise Price		Shares (000s)		Weighted Average Exercise Price		Shares (000s)		Weighted Average Exercise Price
Outstanding, Beginning of Year	409		$	29.09	581		$	29.11	921		$	27.96
Exercised	(127	)	30.12		(132	)	26.54		(319	)	25.60
Forfeited/Expired	—		—		(40	)	37.88		(21	)	31.92
Outstanding, End of Year	282		28.63		409		29.09		581		29.11
Exercisable, End of Year	282		$	28.63	409		$	29.09	508		$	29.53
Aggregate Intrinsic Value of Options Exercised ($000s)			$	2,897			$	1,878			$	3,690

See summary of stock options in the tables below:



	December 31, 2013
Aggregate Intrinsic Value for Options Outstanding ($000s)	$	8,795
Aggregate Intrinsic Value for Options Exercisable ($000s)	$	8,795
Weighted Average Remaining Contractual Term of Outstanding Options	4.1 years
Weighted Average Remaining Contractual Term of Exercisable Options	4.1 years

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number of Shares (000s)	Weighted Average Remaining Contractual Term	Weighted Average Exercise Price		Number of Shares (000s)	Weighted Average Exercise Price
$26.11—$37.88	282	4.1 years	$	28.63	282	$	28.63

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

See summary of restricted stock units awarded in the table below:



	Non-Employee Directors			Management Employees
Award Year	Restricted Stock Units	Grant Date Fair Value		Restricted Stock Units	Grant Date Fair Value
2013	8,870	$	48.99	21,560	$	46.23
2012	15,303	35.94		—	—
2011	14,655	37.53		—	—

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value

See summary of performance shares awarded in the table below:



		Grant Date Fair Value
Award Year	Performance Shares	TSR-Based Award		CNI-Based Award
2013	43,120	$	45.54	$	46.23
2012	80,140	32.71		36.40
2011	80,440	33.73		36.58

Schedule of Nonvested Share Activity

See summary of restricted stock units and performance shares current year activity in the table below:



	Restricted Stock Units				Performance Shares
	Shares (000s)		Weighted Average Grant Date Fair Value		Shares (000s)		Weighted Average Grant Date Fair Value
Non-vested, Beginning of Year	15		$	35.94	145		$	34.83
Granted	31		47.04		52		44.94
Vested	(16	)	36.27		(52	)	35.35
Forfeited	(2	)	46.23		(32	)	37.57
Non-vested, End of Year	28		47.12		113		38.45

Schedule of Fair Value of Vested Restricted Stock Units and Performance Shares

The total fair value of restricted stock units and performance shares vested were as follows:



	Restricted Stock Units						Performance Shares
	2013		2012		2011		2013		2012		2011
	Thousands of Dollars
Total Fair Value of Shares Vested	$	574	$	550	$	495	$	2,387	$	2,377	$	1,069

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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