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Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
The following table outlines the Company's outstanding long-term debt as at December 31, 2022:

(in millions of Canadian dollars except percentages)MaturityCurrency
in which
payable		20222021
5.100%
10-year Medium Term Notes
(A)Jan 2022CDN$— 125 
4.500%
10-year Notes
(A)Jan 2022U.S.$— 317 
4.450%
12.5-year Notes
(A)Mar 2023U.S.$474 444 
1.589%
2-year Notes
(A)Nov 2023CDN$1,000 1,000 
1.350%
3-year Notes
(A)Dec 2024U.S.$2,030 1,899 
2.900%
10-year Notes
(A)Feb 2025U.S.$948 887 
3.700%
10.5-year Notes
(A)Feb 2026U.S.$338 317 
1.750%
5-year Notes
(A)Dec 2026U.S.$1,353 1,266 
2.540%
6.3-year Notes
(A)Feb 2028CDN$1,200 1,200 
4.000%
10-year Notes
(A)Jun 2028U.S.$677 634 
3.150%
10-year Notes
(A)Mar 2029CDN$399 399 
2.050%
10-year Notes
(A)Mar 2030U.S.$676 633 
7.125%
30-year Debentures
(A)Oct 2031U.S.$474 444 
2.450%
10-year Notes
(A)Dec 2031U.S.$1,896 1,774 
5.750%
30-year Debentures
(A)Mar 2033U.S.$333 311 
4.800%
20-year Notes
(A)Sep 2035U.S.$405 379 
5.950%
30-year Notes
(A)May 2037U.S.$603 564 
6.450%
30-year Notes
(A)Nov 2039CDN$400 400 
3.000%
20-year Notes
(A)Dec 2041U.S.$1,348 1,261 
5.750%
30-year Notes
(A)Jan 2042U.S.$334 312 
4.800%
30-year Notes
(A)Aug 2045U.S.$743 695 
3.050%
30-year Notes
(A)Mar 2050CDN$298 298 
3.100%
30-year Notes
(A)Dec 2051U.S.$2,422 2,266 
6.125%
100-year Notes
(A)Sep 2115U.S.$1,219 1,141 
5.41%Senior Secured Notes (B)Mar 2024U.S.$76 80 
6.91%Secured Equipment Notes (C)Oct 2024CDN$40 58 
Obligations under finance leases
Various(D)VariousCDN$/U.S.$2 2 
6.99%(D)Mar 2022U.S.$— 97 
6.57%(D)Dec 2026U.S.$29 33 
12.77%(D)Jan 2031CDN$3 4 
1.93%(D)Feb 2041U.S.$4 4 
Commercial PaperDec 2022U.S.$— 336 
Term Credit FacilitySep 2022U.S.$— 634 
Demand Promissory NoteCDN$— 6 
19,724 20,220 
Perpetual 4% Consolidated Debenture Stock
(E)U.S.$41 38 
Perpetual 4% Consolidated Debenture Stock
(E)G.B.£6 6 
19,771 20,264 
Unamortized fees on long-term debt(120)(137)
19,651 20,127 
Less: Long-term debt maturing within one year1,510 1,550 
$18,141 $18,577 

As at December 31, 2022, the gross amount of long-term debt denominated in U.S. dollars was U.S. $12,161 million (December 31, 2021 – U.S. $13,265 million).

Annual maturities and principal repayment requirements, excluding those pertaining to finance leases, for each of the five years following 2022 are (in millions): 2023 – $1,504; 2024 – $2,118; 2025 – $948; 2026 – $1,693; 2027 – $nil; thereafter – $13,520.

Fees on long-term debt are amortized to income over the term of the related debt.

A.  These debentures and notes are presented net of unamortized discounts, pay interest semi-annually, and are unsecured but carry a negative pledge.

In 2022, the Company repaid at maturity $125 million 5.100% 10-year Medium Term Notes, U.S. $250 million ($313 million) 4.500% 10-year Notes, and a U.S. $76 million ($97 million) 6.99% finance lease.

In 2021, the Company issued the following securities for total net proceeds of $10.7 billion to fund the cash consideration component of the KCS acquisition:

Date IssuedDescription of SecuritiesMaturityNet Proceeds
November 24, 2021
$1.0 billion 1.589% Notes
Nov 2023
$1.00 billion
$1.2 billion 2.540% Notes
Feb 2028
$1.20 billion
December 2, 2021
U.S. $1.5 billion 1.350% Notes
Dec 2024
$1.91 billion (U.S. $1.49 billion)
U.S. $1.0 billion 1.750% Notes
Dec 2026
$1.27 billion (U.S. $0.99 billion)
U.S. $1.4 billion 2.450% Notes
Dec 2031
$1.78 billion (U.S. $1.39 billion)
U.S. $1.0 billion 3.000% Notes
Dec 2041
$1.26 billion (U.S. $0.99 billion)
U.S. $1.8 billion 3.100% Notes
Dec 2051
$2.26 billion (U.S. $1.77 billion)
The U.S. $1.4 billion 2.450% Notes and the U.S. $1.0 billion 3.000% Notes include a special mandatory redemption provision which provides that if STB final approval of the Company's application to control KCS is not received prior to March 25, 2023 or, if in the Company's judgment, STB final approval will not be sought or received by this date, the Company will be required to redeem all of such outstanding notes at a price equal to 101% of the aggregate principal amount of the applicable notes plus accrued and unpaid interest.

In conjunction with the above debt issuances, the Company cash settled a notional $600 million of interest rate bond locks and a notional U.S. $2.4 billion of forward starting floating-to-fixed interest rate swap agreements ("forward starting swaps") for a payment of $226 million during 2021. This payment was included in cash provided by operating activities consistent with the location of the related hedged item on the Company's Consolidated Statements of Cash Flows.

In 2021, the Company also repaid U.S. $250 million 9.450% 30-year debentures at maturity for a total of U.S. $250 million ($312 million).

B.  The 5.41% senior secured notes are collateralized by specific locomotive units with a carrying value of $89 million at December 31, 2022. The Company pays equal blended semi-annual payments of principal and interest. Final repayment of the remaining principal of U.S. $44 million is due in March 2024.

C.  The 6.91% secured equipment notes are full recourse obligations of the Company collateralized by a first charge on specific locomotive units with a carrying value of $31 million as at December 31, 2022. The Company pays equal blended semi-annual payments of principal and interest. Final repayment of the remaining principal of $11 million is due in October 2024.

D. The carrying value of the assets collateralizing finance lease obligations was $102 million at December 31, 2022.

E.  The Consolidated Debenture Stock, authorized by an Act of Parliament of 1889, constitutes a first charge upon and over the whole of the undertaking, railways, works, rolling stock, plant, property and effects of the Company, with certain exceptions.

Credit facility
The Company has a revolving credit facility (the “facility”) agreement with 14 highly rated financial institutions for a commitment amount of U.S. $1.3 billion. The facility can accommodate draws of cash and/or letters of credit at market competitive pricing. Effective September 24, 2021, the Company extended the maturity dates of the U.S. $1.0 billion tranche to September 27, 2026 and the U.S. $300 million tranche to September 27, 2023. During 2021, the Company amended the financial covenant within the facility agreement to provide flexibility upon closing of the KCS acquisition. As at December 31, 2022 and 2021, the Company was in compliance with all terms and conditions of the credit facility arrangements and satisfied the financial covenant. As at December 31, 2022 and 2021, the facility was undrawn.

In 2021, the Company entered into a U.S. $500 million unsecured non-revolving term credit facility (the "term facility") with an initial due date of March 15, 2022. Effective March 14, 2022, the Company extended the maturity date of the U.S. $500 million term facility to September 15, 2022. During the year ended December 31, 2022, the Company repaid in full the outstanding borrowings of U.S. $500 million ($636 million) on the term facility. The facility was automatically terminated on September 15, 2022 following the final principal repayment.

The Company also has a commercial paper program, which enables it to issue commercial paper up to a maximum aggregate principal amount of U.S. $1.0 billion in the form of unsecured promissory notes. This commercial paper program is backed by the revolving credit facility. As at December 31, 2022, the Company had no commercial paper borrowings outstanding (December 31, 2021 – $336 million).

The Company has bilateral letter of credit facilities with six highly rated financial institutions to support its requirement to post letters of credit in the ordinary course of business. Under these agreements, the Company has the option to post collateral in the form of cash or cash equivalents, equal at least to the face value of the letter of credit issued. These agreements permit the Company to withdraw amounts posted as collateral at any time; therefore, the amounts posted as collateral are presented as “Cash and cash equivalents” on the Company’s Consolidated Balance Sheets. As at December 31, 2022 and 2021, the Company did not have any collateral posted on its bilateral letter of credit facilities but had letters of credit drawn of $75 million (December 31, 2021 – $58 million) from a total available amount of $300 million.