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Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
The following table outlines the Company's outstanding long-term debt as at December 31, 2023:

(in millions of Canadian dollars except percentages)MaturityCurrency
in which
payable		20232022
4.45%
12.5-year Notes
(A)Mar 2023U.S.$$— $474 
1.589%
2-year Notes (1)
(A)Nov 2023CDN$— 1,000 
1.35%
3-year Notes (1)
(A)Dec 2024U.S.$1,983 2,030 
2.90%
10-year Notes
(A)Feb 2025U.S.$926 948 
3.70%
10.5-year Notes
(A)Feb 2026U.S.$330 338 
1.75%
5-year Notes (1)
(A)Dec 2026U.S.$1,321 1,353 
2.54%
6.3-year Notes (1)
(A)Feb 2028CDN$1,200 1,200 
4.00%
10-year Notes
(A)Jun 2028U.S.$661 677 
3.15%
10-year Notes
(A)Mar 2029CDN$400 399 
2.05%
10-year Notes
(A)Mar 2030U.S.$660 676 
7.125%
30-year Debentures
(A)Oct 2031U.S.$463 474 
2.45%
10-year Notes (1)
(A)Dec 2031U.S.$1,851 1,896 
5.75%
30-year Debentures
(A)Mar 2033U.S.$326 333 
4.80%
20-year Notes
(A)Sep 2035U.S.$396 405 
5.95%
30-year Notes
(A)May 2037U.S.$590 603 
6.45%
30-year Notes
(A)Nov 2039CDN$400 400 
3.00%
20-year Notes (1)
(A)Dec 2041U.S.$1,317 1,348 
5.75%
30-year Notes
(A)Jan 2042U.S.$326 334 
4.80%
30-year Notes
(A)Aug 2045U.S.$725 743 
3.05%
30-year Notes
(A)Mar 2050CDN$298 298 
3.10%
30-year Notes (1)
(A)Dec 2051U.S.$2,365 2,422 
6.125%
100-year Notes
(A)Sep 2115U.S.$1,190 1,219 
CPRC Notes issued under Debt Exchange
3.125%
10-year Notes
(B)Jun 2026U.S.$291 — 
2.875%
10-year Notes
(B)Nov 2029U.S.$499 — 
4.30%
30-year Notes
(B)May 2043U.S.$515 — 
4.95%
30-year Notes
(B)Aug 2045U.S.$574 — 
4.70%
30-year Notes
(B)May 2048U.S.$599 — 
3.50%
30-year Notes
(B)May 2050U.S.$540 — 
4.20%
50-year Notes
(B)Nov 2069U.S.$444 — 
2.875% - 7.00%
Other Senior Notes(B)up to Nov 2069U.S.$104 — 
5.41%Senior Secured Notes (C)Mar 2024U.S.$64 76 
6.91%Secured Equipment Notes (D)Oct 2024CDN$21 40 
2.96% - 4.29%
RRIF Loans(E)up to Feb 2037U.S.$70 — 
Obligations under finance leases
Various(F)VariousCDN$/U.S.$8 2 
2.32%(F)Sep 2026U.S.$8 — 
6.57%(F)Dec 2026U.S.$22 29 
12.77%(F)Jan 2031CDN$3 3 
1.93%(F)Feb 2041U.S.$4 4 
Commercial Paperup to Jan 2024U.S.$1,058 — 
22,552 19,724 
Perpetual 4% Consolidated Debenture Stock
(G)U.S.$40 41 
Perpetual 4% Consolidated Debenture Stock
(G)G.B.£6 6 
22,598 19,771 
Unamortized fees on long-term debt(104)(120)
22,494 19,651 
Less: Long-term debt maturing within one year3,143 1,510 
Total long-term debt$19,351 $18,141 
(1) Notes issued to fund the cash consideration component of the KCS acquisition (Note 11).

As at December 31, 2023, the gross amount of long-term debt denominated in U.S. dollars was U.S. $15,764 million (December 31, 2022 – U.S. $12,161 million).

Annual maturities and principal repayment requirements, excluding those pertaining to finance leases, for each of the five years following 2023 are (in millions): 2024 – $3,133; 2025 – $933; 2026 – $1,990; 2027 – $7; 2028 – $1,868; thereafter – $15,202.

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, require interest payments semi-annually, and are unsecured but carry a negative pledge.

In 2023, the Company repaid $1,000 million 1.589% 2-year Notes, and U.S. $350 million ($479 million) 4.45% 12.5-year Notes. In addition, the Company repaid U.S. $199 million ($272 million) of 3.85% 10-year Senior Notes, and U.S. $439 million ($592 million) of 3.00% 10-year Senior Notes by release of funds from the trustee as discussed below in “Satisfaction and discharge of KCS 2023 Notes”.

In 2022, the Company repaid $125 million 5.10% 10-year Medium Term Notes, and U.S. $250 million ($313 million) 4.50% 10-year Notes.

B. On March 20, 2023, the Company announced the commencement of offers to exchange any and all validly tendered (and not validly withdrawn notes) and accepted notes of seven series, each previously issued by KCS (the "Old Notes") for notes issued by Canadian Pacific Railway Company ("CPRC") (the "CPRC Notes"), a wholly-owned subsidiary of CPKC, and unconditionally guaranteed on an unsecured basis by CPKC. Each series of CPRC Notes has
the same interest rates, interest payment dates, maturity dates, and substantively the same optional redemption provisions as the corresponding series of Old Notes.

In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered prior to March 31, 2023 (the "Early Participation Date") and not validly withdrawn, holders of Old Notes received consideration consisting of U.S. $1,000 principal amount of CPRC Notes and a cash amount of U.S. $1.00. This total consideration included an early participation premium, consisting of U.S. $30 principal amount of CPRC Notes per U.S. $1,000 principal amount of Old Notes. In exchange for each U.S. $1,000 principal amount of Old Notes that was validly tendered after the Early Participation Date but prior to the expiration of the exchange offers on April 17, 2023 (the "Expiration Date") and not validly withdrawn, holders of Old Notes received consideration consisting of U.S. $970 principal amount of CPRC Notes and a cash amount of U.S. $1.00. On April 19, 2023, the exchange offerings were settled with the issuance of $3,014 million of CPRC Notes. The notes which were not exchanged had a carrying value of $104 million at December 31, 2023.

The Debt Exchange was accounted for as a modification of debt. During the year ended December 31, 2023, the Company incurred $12 million of costs associated with the Debt Exchange, recorded in "Other expense"(see Note 5). These charges, and amounts paid to noteholders upon execution of the Debt Exchange, of $17 million, have been classified as "Acquisition-related financing fees" in the Company's Consolidated Statements of Cash Flows for the year ended December 31, 2023.

C.  The 5.41% Senior Secured Notes are collateralized by specific locomotives with a carrying value of $76 million as at December 31, 2023. The Company pays equal blended semi-annual payments of principal and interest.

D.  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 $27 million as at December 31, 2023. The Company pays equal blended semi-annual payments of principal and interest.

E. The following loans were made under the Railroad Rehabilitation and Improvement Financing (“RRIF”) Program administered by the Federal Railroad Administration:

The Kansas City Southern Railway Company ("KCSR") RRIF Loan Agreement was entered in February 21, 2012 to borrow U.S. $55 million to be used to reimburse KCSR for a portion of the purchase price of thirty new locomotives (the “Locomotives”) in the fourth quarter of 2011. The loan bears interest at 2.96% annually and the principal balance amortizes quarterly with a final maturity of February 24, 2037. This loan is secured by a first priority security interest in the Locomotives with a carrying value of $14 million as at December 31, 2023.

The Texas Mexican Railway Company RRIF Loan Agreement was entered in June 28, 2005 to borrow U.S. $50 million to be used for infrastructure improvements in order to accommodate growing freight rail traffic. The loan bears interest at 4.29% annually and the principal balance amortizes quarterly with a final maturity of July 13, 2030. The loan is guaranteed by Mexrail, which has issued a pledge agreement in favour of the lender equal to the gross revenues earned by Mexrail on per-car fees on traffic crossing the International Rail Bridge in Laredo, Texas. The Company wholly owns Mexrail which, in turn, wholly owns The Texas Mexican Railway Company.

F. In 2022 the Company repaid a U.S. $76 million ($97 million) 6.99% finance lease. The carrying value of the assets collateralizing the Company's finance lease obligations was $111 million at December 31, 2023.

G.  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 facilities
The Company has a revolving credit facility (the “facility”) agreement with 16 highly rated financial institutions for a commitment amount of U.S. $2.2 billion. The facility can accommodate draws of cash and/or letters of credit at market competitive pricing. Effective May 11, 2023, the Company entered into a second amended and restated credit agreement to extend the maturity dates and increase the total amount available under the facility. The amendment increased the amount available of the five-year tranche from U.S. $1.0 billion to U.S. $1.1 billion and extended the maturity date from September 27, 2026 to May 11, 2028. The amendment also increased the amount available of the two-year tranche from U.S. $300 million to U.S. $1.1 billion and extended the maturity date from September 27, 2023 to May 11, 2025. As at December 31, 2023 and 2022, the Company was in compliance with all terms and conditions of the credit facility arrangements and satisfied the financial covenant. As at December 31, 2023 and 2022, the facility was undrawn.

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 term 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. $1.5 billion in the form of unsecured promissory notes. On July 12, 2023, the Company increased the maximum aggregate principal amount of commercial paper available to be issued from U.S. $1.0 billion to U.S. $1.5 billion. This commercial paper program is backed by the U.S. $2.2 billion revolving credit facility. As at December 31, 2023, the Company had total commercial paper borrowings outstanding of U.S. $800 million ($1,058 million), included in "Long-term debt maturing within one year" in the Company's Consolidated Balance Sheets (December 31, 2022 – $nil). The weighted-average interest rate on these borrowings as at December 31, 2023 was 5.59%. The Company presents issuances and repayments of commercial paper, all of which have a maturity of less than 90 days, in the Company's Consolidated Statements of Cash Flows on a net basis.

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, 2023 and 2022, the Company did not have any collateral posted on its bilateral letter of credit facilities but had letters of credit drawn of $93 million (December 31, 2022 – $75 million) from a total available amount of $300 million.

In May 2023 the Company terminated KCS's credit facility and commercial paper program.

Satisfaction and discharge of KCS 2023 Notes
On April 24, 2023, the Company irrevocably deposited U.S. $647 million of non-callable government securities with the trustee of two series of notes that matured in 2023 and were not included in the Debt Exchange (the "KCS 2023 Notes"), to satisfy and discharge KCS's obligations under the KCS 2023 Notes. As a result of the satisfaction and discharge, the obligations of the Company under the indenture with respect to the KCS 2023 Notes were terminated, except those provisions of the indenture that, by their terms, survive the satisfaction and discharge. The Company utilized existing cash resources and issuances of commercial paper to fund the satisfaction and discharge. On May 15, 2023 and November 15, 2023, the U.S. $439 million 3.00% senior notes and U.S. $199 million 3.85% senior notes, respectively, that comprise the KCS 2023 Notes were repaid by release of funds from the trustee. In the Company's Consolidated Statements of Cash Flows, the government securities purchased towards settlement of the May maturity were treated as a cash equivalent. The purchase of government securities of U.S. $198 million ($267 million) associated with the November maturity, along with the settlement of these government securities for U.S. $200 million ($274 million) were presented within investing activities. This transaction, along with the Debt Exchange mentioned above, relieved KCS from continuous disclosure obligations.