XML 35 R25.htm IDEA: XBRL DOCUMENT v3.20.4
Share Capital
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Share capital Share capital
Authorized capital stock
The authorized capital stock of the Company is as follows:
•Unlimited number of Common Shares, without par value
•Unlimited number of Class A Preferred Shares, without par value, issuable in series
•Unlimited number of Class B Preferred Shares, without par value, issuable in series

Common shares
In millionsDecember 31,202020192018
Issued common shares711.6 714.1 727.3 
Common shares in Share Trusts(1.3)(1.8)(2.0)
Outstanding common shares710.3 712.3 725.3 

Repurchase of common shares
The Company may repurchase its common shares pursuant to a Normal Course Issuer Bid (NCIB) at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. The Company may repurchase up to 16.0 million common shares between February 1, 2020 and January 31, 2021 under its NCIB. As at December 31, 2020, the Company had repurchased 2.0 million common shares under this NCIB. 
The Company paused its share repurchases at the end of March 2020 due to the economic circumstances resulting from the COVID-19 pandemic.
The following table provides the information related to the share repurchases for the years ended December 31, 2020, 2019 and 2018:
In millions, except per share dataYear ended December 31,202020192018
Number of common shares repurchased3.3 14.3 19.0 
Weighted-average price per share (1)
$116.97 $118.70 $104.99 
Amount of repurchase (1)
$379 $1,700 $2,000 
(1)Includes brokerage fees.

See Note 24 - Subsequent events for information on the Company's new NCIB.

Share Trusts
The Company's Share Trusts purchase CN's common shares on the open market, which are used to deliver common shares under the Share Units Plan and, beginning in 2019, the Employee Share Investment Plans (ESIP) (see Note 19 – Stock-based compensation). Shares purchased by the Share Trusts are retained until the Company instructs the trustee to transfer shares to the participants of the Share Units Plan or the ESIP. Common shares purchased by the Share Trusts are accounted for as treasury stock. The Share Trusts may sell shares on the open market to facilitate the remittance of the Company's employee tax withholding obligations under the Share Units Plan.
The following table provides the information related to the share purchases and settlements by Share Trusts under the Share Units Plan and the ESIP for the years ended December 31, 2020, 2019 and 2018:
In millions, except per share dataYear ended December 31,202020192018
Share purchases by Share Units Plan Share Trusts
Number of common shares— — 0.4 
Weighted-average price per share $— $— $104.87 
Amount of purchase$— $— $38 
Share purchases by ESIP Share Trusts
Number of common shares0.1 0.3 N/A
Weighted-average price per share$123.03 $118.83 N/A
Amount of purchase$14 $33 N/A
Total purchases$14 $33 $38 


In millions, except per share dataYear ended December 31,202020192018
Share settlements by Share Units Plan Share Trusts
Number of common shares0.4 0.5 0.4 
Weighted-average price per share $88.23 $88.23 $84.53 
Amount of settlement$35 $45 $31 
Share settlements by ESIP Share Trusts
Number of common shares0.2 — N/A
Weighted-average price per share$118.04 $— N/A
Amount of settlements$27 $— N/A
Total settlements$62 $45 $31