Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Shareholders’ equity

Authorized and issued share capital

The Company is authorized to issue an unlimited number of Common Shares, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares. At December 31, 2017, no First or Second Preferred Shares had been issued.

The following table summarizes information related to Common Share balances as at December 31:



(number of shares in millions)	2017		2016		2015
Share capital, January 1	146.3		153.0		166.1
CP Common Shares repurchased	(1.9	)	(6.9	)	(13.7	)
Shares issued under stock option plan	0.5		0.2		0.6
Share capital, December 31	144.9		146.3		153.0

The change in the “Share capital” balances includes $nil related to the cancellation of the tandem share appreciation rights liability on exercise of tandem stock options (2016 – $1 million; 2015 – $2 million), and $12 million of stock-based compensation transferred from “Additional paid-in capital” (2016 – $5 million; 2015 – $10 million).

Share repurchase

On March 11, 2014, the Company announced a new share repurchase program to implement a normal course issuer bid (“NCIB”) to purchase, for cancellation, up to 5.3 million Common Shares before March 16, 2015. On September 29, 2014, the Company announced the amendment of the bid to increase the maximum number of its Common Shares that may be purchased from 5.3 million to 12.7 million of its outstanding Common Shares. The Company completed the purchase of 10.5 million Common Shares in 2014. An additional 2.2 million Common Shares were purchased for $490 million in the first quarter of 2015 prior to the March 16, 2015 expiry date of the program.

On March 16, 2015, the Company announced the renewal of its NCIB, commencing March 18, 2015, to purchase up to 9.1 million of its outstanding Common Shares for cancellation before March 17, 2016. On August 31, 2015, the Company amended the NCIB to increase the maximum number of its Common Shares that may be purchased from 9.1 million to 11.9 million of its outstanding Common Shares. As at December 31, 2015, the Company had purchased 11.3 million Common Shares for $2,258 million under this NCIB program.

On April 20, 2016, the Company announced a new NCIB, commencing May 2, 2016 to May 1, 2017, to purchase up to 6.9 million of its outstanding Common Shares for cancellation. The Company completed this NCIB on September 28, 2016.

On May 10, 2017, the Company announced a new NCIB, commencing May 15, 2017, to purchase up to 4.38 million Common Shares for cancellation before May 14, 2018. As at December 31, 2017, the Company had purchased 1.9 million Common Shares for $381 million under this NCIB program.

All purchases are made in accordance with the respective NCIB at prevalent market prices plus brokerage fees, or such other prices that may be permitted by the Toronto Stock Exchange, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to "Retained earnings".

The following table provides the activities under the share repurchase programs:



	2017		2016		2015
Number of Common Shares repurchased	1,888,100		6,910,000		13,549,977
Weighted-average price per share⁽¹⁾	$	201.53	$	175.08	$	202.79
Amount of repurchase (in millions)⁽¹⁾	$	381	$	1,210	$	2,748

⁽¹⁾Includes brokerage fees.