Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 19, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-01342 | |
Entity Registrant Name | CANADIAN PACIFIC RAILWAY LTD/CN | |
Entity Central Index Key | 0000016875 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Tax Identification Number | 98-0355078 | |
Entity Address, Address Line One | 7550 Ogden Dale Road S.E. | |
Entity Address, City or Town | Calgary | |
Entity Address, State or Province | AB | |
Entity Address, Postal Zip Code | T2C 4X9 | |
City Area Code | (403) | |
Local Phone Number | 319-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 666,964,525 | |
Common Shares, without par value, of Canadian Pacific Railway Limited | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Shares, without par value, of Canadian Pacific Railway Limited | |
Trading Symbol | CP | |
Security Exchange Name | NYSE | |
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company | |
Trading Symbol | CP/40 | |
Security Exchange Name | NYSE |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME (unaudited) shares in Millions, $ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021CAD ($)$ / sharesshares | Sep. 30, 2020CAD ($)$ / sharesshares | Sep. 30, 2021CAD ($)$ / sharesshares | Sep. 30, 2020CAD ($)$ / sharesshares | |
Revenues | ||||
Revenues | $ 1,942 | $ 1,863 | $ 5,955 | $ 5,698 |
Operating expenses | ||||
Compensation and benefits | 381 | 382 | 1,165 | 1,127 |
Fuel | 199 | 140 | 623 | 483 |
Materials | 51 | 53 | 164 | 162 |
Equipment rents | 31 | 39 | 92 | 108 |
Depreciation and amortization | 203 | 195 | 605 | 582 |
Purchased services and other | 303 | 275 | 932 | 853 |
Total operating expenses | 1,168 | 1,084 | 3,581 | 3,315 |
Operating income | 774 | 779 | 2,374 | 2,383 |
Less: | ||||
Other expense (income) | 124 | (36) | 253 | 89 |
Merger termination fee | 0 | 0 | (845) | 0 |
Other components of net periodic benefit recovery | (95) | (86) | (286) | (257) |
Net interest expense | 104 | 114 | 315 | 346 |
Income before income tax expense | 641 | 787 | 2,937 | 2,205 |
Income tax expense | 169 | 189 | 617 | 563 |
Net income | $ 472 | $ 598 | $ 2,320 | $ 1,642 |
Earnings per share | ||||
Basic earnings per share | $ / shares | $ 0.71 | $ 0.88 | $ 3.48 | $ 2.42 |
Diluted earnings per share | $ / shares | $ 0.70 | $ 0.88 | $ 3.46 | $ 2.41 |
Weighted-average number of shares (millions) | ||||
Basic | shares | 666.9 | 676.2 | 666.7 | 679.3 |
Diluted | shares | 669.8 | 679 | 669.8 | 681.8 |
Dividends declared per share | $ / shares | $ 0.190 | $ 0.190 | $ 0.570 | $ 0.522 |
Freight | ||||
Revenues | ||||
Revenues | $ 1,896 | $ 1,821 | $ 5,822 | $ 5,573 |
Non-freight | ||||
Revenues | ||||
Revenues | $ 46 | $ 42 | $ 133 | $ 125 |
INTERIM CONSOLIDATED STATEMEN_2
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 472 | $ 598 | $ 2,320 | $ 1,642 |
Net (loss) gain in foreign currency translation adjustments, net of hedging activities | (17) | 16 | 3 | (18) |
Change in derivatives designated as cash flow hedges | 141 | 3 | 69 | 6 |
Change in pension and post-retirement defined benefit plans | 53 | 44 | 158 | 134 |
Other comprehensive income before income taxes | 177 | 63 | 230 | 122 |
Income tax expense on above items | (29) | (29) | (59) | (16) |
Other comprehensive income | 148 | 34 | 171 | 106 |
Comprehensive income | $ 620 | $ 632 | $ 2,491 | $ 1,748 |
INTERIM CONSOLIDATED BALANCE SH
INTERIM CONSOLIDATED BALANCE SHEETS AS AT (unaudited) - CAD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 210 | $ 147 |
Restricted Cash and Cash Equivalents | 13 | 0 |
Accounts receivable, net | 811 | 825 |
Materials and supplies | 227 | 208 |
Other current assets | 190 | 141 |
Total current assets | 1,451 | 1,321 |
Investments | 205 | 199 |
Properties | 21,007 | 20,422 |
Goodwill and intangible assets | 372 | 366 |
Pension asset | 1,232 | 894 |
Other assets | 405 | 438 |
Payment to Kansas City Southern | 1,773 | 0 |
Total assets | 26,445 | 23,640 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,744 | 1,467 |
Long-term debt maturing within one year | 1,932 | 1,186 |
Total current liabilities | 3,676 | 2,653 |
Pension and other benefit liabilities | 825 | 832 |
Other long-term liabilities | 522 | 585 |
Long-term debt | 8,036 | 8,585 |
Deferred income taxes | 3,918 | 3,666 |
Total liabilities | 16,977 | 16,321 |
Shareholders’ equity | ||
Share capital | 2,008 | 1,983 |
Additional paid-in capital | 68 | 55 |
Accumulated other comprehensive loss | (2,643) | (2,814) |
Retained earnings | 10,035 | 8,095 |
Total shareholders' equity | 9,468 | 7,319 |
Total liabilities and shareholders’ equity | $ 26,445 | $ 23,640 |
INTERIM CONSOLIDATED STATEMEN_3
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||||
Net income | $ 472 | $ 598 | $ 2,320 | $ 1,642 |
Reconciliation of net income to cash provided by operating activities: | ||||
Depreciation and amortization | 203 | 195 | 605 | 582 |
Deferred income tax expense | 130 | 45 | 190 | 133 |
Pension recovery and funding | (62) | (65) | (188) | (192) |
Foreign exchange loss (gain) on debt and lease liabilities | 46 | (40) | (39) | 89 |
Other operating activities, net | (14) | 56 | (50) | 11 |
Change in non-cash working capital balances related to operations | (227) | (296) | 246 | (448) |
Cash provided by operating activities | 548 | 493 | 3,084 | 1,817 |
Investing activities | ||||
Additions to properties | (372) | (484) | (1,111) | (1,341) |
Investment in Central Maine & Quebec Railway | 0 | 0 | 0 | 19 |
Payment to Kansas City Southern | (1,773) | 0 | (1,773) | 0 |
Proceeds from sale of properties and other assets | 16 | 2 | 65 | 9 |
Other investing activities | 0 | (1) | (1) | 0 |
Cash used in investing activities | (2,129) | (483) | (2,820) | (1,313) |
Financing activities | ||||
Dividends paid | (127) | (113) | (380) | (339) |
Issuance of CP Common Shares | 4 | 3 | 20 | 32 |
Purchase of CP Common Shares | 0 | (400) | 0 | (945) |
Issuance of long-term debt, excluding commercial paper | 0 | 0 | 0 | 958 |
Repayment of long-term debt, excluding commercial paper | (318) | (49) | (349) | (74) |
Proceeds from term loan | 633 | 0 | 633 | 0 |
Net issuance (repayment) of commercial paper | 713 | 459 | (66) | (114) |
Net increase in short-term borrowings | 0 | 0 | 0 | 5 |
Acquisition-related financing fees | 0 | 0 | (45) | 0 |
Other financing activities | (3) | 0 | (7) | 11 |
Cash provided by (used in) financing activities | 902 | (100) | (194) | (466) |
Effect of foreign currency fluctuations on U.S. dollar-denominated cash and cash equivalents | 10 | (4) | 6 | 12 |
Cash position | ||||
(Decrease) increase in cash, cash equivalents, and restricted cash | (669) | (94) | 76 | 50 |
Cash, cash equivalents, and restricted cash at beginning of period | 892 | 277 | 147 | 133 |
Cash, cash equivalents, and restricted cash at end of period | 223 | 183 | 223 | 183 |
Supplemental disclosures of cash flow information: | ||||
Income taxes paid | 129 | 311 | 401 | 455 |
Interest paid | $ 153 | $ 163 | $ 365 | $ 383 |
INTERIM CONSOLIDATED STATEMEN_4
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) - CAD ($) shares in Millions, $ in Millions | Total | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings |
Beginning balance (shares) at Dec. 31, 2019 | 685 | ||||
Beginning balance at Dec. 31, 2019 | $ 7,068 | $ 1,993 | $ 48 | $ (2,522) | $ 7,549 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,642 | 0 | 0 | 0 | 1,642 |
Other comprehensive income | 106 | 0 | 0 | 106 | 0 |
Dividends declared | (353) | 0 | 0 | 0 | (353) |
Effect of stock-based compensation expense | $ 13 | 0 | 13 | 0 | 0 |
CP Common Shares repurchased (shares) | (13.7) | ||||
CP Common Shares repurchased | $ (916) | (39) | 0 | 0 | (877) |
Shares issued under stock option plan (shares) | 1.2 | ||||
Shares issued under stock option plan | $ 19 | 24 | (5) | 0 | 0 |
Ending balance (shares) at Sep. 30, 2020 | 672.5 | ||||
Ending balance at Sep. 30, 2020 | $ 7,579 | 1,978 | 56 | (2,416) | 7,961 |
Beginning balance (shares) at Jun. 30, 2020 | 677.6 | ||||
Beginning balance at Jun. 30, 2020 | $ 7,465 | 1,990 | 53 | (2,450) | 7,872 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 598 | 0 | 0 | 0 | 598 |
Other comprehensive income | 34 | 0 | 0 | 34 | 0 |
Dividends declared | (128) | 0 | 0 | 0 | (128) |
Effect of stock-based compensation expense | $ 4 | 0 | 4 | 0 | 0 |
CP Common Shares repurchased (shares) | (5.3) | ||||
CP Common Shares repurchased | $ (396) | (15) | 0 | 0 | (381) |
Shares issued under stock option plan (shares) | 0.2 | ||||
Shares issued under stock option plan | $ 2 | 3 | (1) | 0 | 0 |
Ending balance (shares) at Sep. 30, 2020 | 672.5 | ||||
Ending balance at Sep. 30, 2020 | $ 7,579 | 1,978 | 56 | (2,416) | 7,961 |
Beginning balance (shares) at Dec. 31, 2020 | 666.3 | ||||
Beginning balance at Dec. 31, 2020 | $ 7,319 | 1,983 | 55 | (2,814) | 8,095 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 2,320 | 0 | 0 | 0 | 2,320 |
Other comprehensive income | 171 | 0 | 0 | 171 | 0 |
Dividends declared | (380) | 0 | 0 | 0 | (380) |
Effect of stock-based compensation expense | $ 18 | 0 | 18 | 0 | 0 |
Shares issued under stock option plan (shares) | 0.6 | ||||
Shares issued under stock option plan | $ 20 | 25 | (5) | 0 | 0 |
Ending balance (shares) at Sep. 30, 2021 | 666.9 | ||||
Ending balance at Sep. 30, 2021 | $ 9,468 | 2,008 | 68 | (2,643) | 10,035 |
Beginning balance (shares) at Jun. 30, 2021 | 666.8 | ||||
Beginning balance at Jun. 30, 2021 | $ 8,965 | 2,003 | 63 | (2,791) | 9,690 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 472 | 0 | 0 | 0 | 472 |
Other comprehensive income | 148 | 0 | 0 | 148 | 0 |
Dividends declared | (127) | 0 | 0 | 0 | (127) |
Effect of stock-based compensation expense | $ 6 | 0 | 6 | 0 | 0 |
Shares issued under stock option plan (shares) | 0.1 | ||||
Shares issued under stock option plan | $ 4 | 5 | (1) | 0 | 0 |
Ending balance (shares) at Sep. 30, 2021 | 666.9 | ||||
Ending balance at Sep. 30, 2021 | $ 9,468 | $ 2,008 | $ 68 | $ (2,643) | $ 10,035 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation These unaudited Interim Consolidated Financial Statements ("Interim Consolidated Financial Statements") of Canadian Pacific Railway Limited ("CPRL") and its subsidiaries (collectively, “CP”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2020 annual Consolidated Financial Statements and notes included in CP's 2020 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing the 2020 annual Consolidated Financial Statements. On April 21, 2021, the Company's shareholders approved a five-for-one share split of the Company's issued and outstanding Common Shares. On May 13, 2021, the Company's shareholders of record as of May 5, 2021 received four additional shares for every Common Share held. Ex-distribution trading in the Company’s Common Shares on a split-adjusted basis commenced on May 14, 2021. Proportional adjustments were also made to outstanding awards under the Company's stock-based compensation plans in order to reflect the share split. All outstanding Common Shares, stock-based compensation awards, and per share amounts herein have been retrospectively adjusted to reflect the share split. CP's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons. In management’s opinion, the Interim Consolidated Financial Statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year. |
Accounting Changes
Accounting Changes | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Changes | Accounting changes Accounting pronouncements that became effective during the period covered by the Interim Consolidated Financial Statements did not have a material impact on the Company's Interim Consolidated Balance Sheets, Interim Consolidated Statements of Income, or Interim Consolidated Statements of Cash Flows. Likewise, accounting pronouncements issued, but not effective until after September 30, 2021, are not expected to have a material impact on the Company's Consolidated Balance Sheets, Consolidated Statements of Income, or Consolidated Statements of Cash Flows. Future changes Reference Rate Reform In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. From the end of 2021, banks will no longer be required to report information that is used to determine the London Interbank Offered Rate (“LIBOR”), which is a benchmark interest rate commonly referenced in a variety of contractual agreements. As a result, LIBOR or other reference rates used globally could be discontinued. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. The guidance in the ASU was effective starting on March 12, 2020, and is available to be adopted on a prospective basis no later than December 31, 2022. The Company currently has a fully drawn U.S. $500 million non-revolving term credit facility referencing LIBOR that could be affected by the provisions of this ASU (See Note 11 - Debt). The Company also has a revolving credit facility that references LIBOR. The Company had no outstanding borrowings under the revolving credit facility as at September 30, 2021. The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and related disclosures, and whether it will elect to apply any of the optional expedients and exceptions provided in the ASU. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table disaggregates the Company’s revenues from contracts with customers by major source: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Freight Grain $ 352 $ 457 $ 1,244 $ 1,321 Coal 158 130 491 411 Potash 113 132 348 390 Fertilizers and sulphur 72 65 227 212 Forest products 89 85 259 244 Energy, chemicals and plastics 392 321 1,149 1,153 Metals, minerals and consumer products 196 152 535 474 Automotive 83 94 289 215 Intermodal 441 385 1,280 1,153 Total freight revenues 1,896 1,821 5,822 5,573 Non-freight excluding leasing revenues 25 27 75 80 Revenues from contracts with customers 1,921 1,848 5,897 5,653 Leasing revenues 21 15 58 45 Total revenues $ 1,942 $ 1,863 $ 5,955 $ 5,698 Contract liabilities Contract liabilities represent payments received for performance obligations not yet satisfied and relate to deferred revenue, and are presented as components of "Accounts payable and accrued liabilities" and "Other long-term liabilities" on the Company's Interim Consolidated Balance Sheets. The following table summarizes the changes in contract liabilities: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Opening balance $ 245 $ 79 $ 61 $ 146 Revenue recognized that was included in the contract liability balance at the beginning of the period (93) (25) (36) (95) Increase due to consideration received, net of revenue recognized during the period 4 5 131 8 Closing balance $ 156 $ 59 $ 156 $ 59 |
Other (Income) Expense
Other (Income) Expense | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income and Expenses | Other expense (income) For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Foreign exchange loss (gain) on debt and lease liabilities $ 46 $ (40) $ (39) $ 89 Other foreign exchange (gains) losses (7) 2 (9) (2) Acquisition-related costs (Note 10) 83 — 295 — Other 2 2 6 2 Other expense (income) $ 124 $ (36) $ 253 $ 89 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Current income tax expense $ 39 $ 144 $ 427 $ 430 Deferred income tax expense 130 45 190 133 Income tax expense $ 169 $ 189 $ 617 $ 563 The effective tax rates including discrete items for the three and nine months ended September 30, 2021 were 26.36% and 21.00%, respectively, compared to 23.97% and 25.52%, respectively for the same periods of 2020. For the three months ended September 30, 2021, the effective tax rate was 24.60%, excluding the discrete items of the Kansas City Southern ("KCS") acquisition-related costs of $98 million, and foreign exchange ("FX") loss of $46 million on debt and lease liabilities. For the three months ended September 30, 2020, the effective tax rate was 25.00%, excluding the discrete item of the FX gain of $40 million on debt and lease liabilities. For the nine months ended September 30, 2021, the effective tax rate was 24.60%, excluding the discrete items of the KCS acquisition-related costs of $442 million, the $845 million (U.S. $700 million) merger termination payment received in connection with KCS's termination of the Agreement and Plan of Merger (the "Original Merger Agreement"), and FX gain of $39 million on debt and lease liabilities. For the nine months ended September 30, 2020, the effective tax rate was 25.00%, excluding the discrete item of the FX loss of $89 million on debt and lease liabilities. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per share Basic earnings per share has been calculated using Net income for the period divided by the weighted-average number of shares outstanding during the period. The number of shares used in the earnings per share calculations are reconciled as follows: For the three months ended September 30 For the nine months ended September 30 (in millions) 2021 2020 2021 2020 Weighted-average basic shares outstanding 666.9 676.2 666.7 679.3 Dilutive effect of stock options 2.9 2.8 3.1 2.5 Weighted-average diluted shares outstanding 669.8 679.0 669.8 681.8 For the three and nine months ended September 30, 2021, there were 0.2 million and 0.1 million options, respectively, excluded from the computation of diluted earnings per share because their effects were not dilutive (three and nine months ended September 30, 2020 - nil and 0.6 million, respectively). |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss (AOCL) by Component | Changes in Accumulated other comprehensive loss ("AOCL") by component For the three months ended September 30 (in millions of Canadian dollars) Foreign currency net of hedging activities (1) Derivatives and (1) Pension and post- (1) Total (1) Opening balance, July 1, 2021 $ 110 $ (101) $ (2,800) $ (2,791) Other comprehensive income before reclassifications 6 101 — 107 Amounts reclassified from accumulated other comprehensive loss — 2 39 41 Net other comprehensive income 6 103 39 148 Closing balance, September 30, 2021 $ 116 $ 2 $ (2,761) $ (2,643) Opening balance, July 1, 2020 $ 116 $ (52) $ (2,514) $ (2,450) Other comprehensive loss before reclassifications (1) — — (1) Amounts reclassified from accumulated other comprehensive loss — 2 33 35 Net other comprehensive (loss) income (1) 2 33 34 Closing balance, September 30, 2020 $ 115 $ (50) $ (2,481) $ (2,416) (1) Amounts are presented net of tax. For the nine months ended September 30 (in millions of Canadian dollars) Foreign currency net of hedging activities (1) Derivatives and (1) Pension and post- (1) Total (1) Opening balance, January 1, 2021 $ 112 $ (48) $ (2,878) $ (2,814) Other comprehensive income before reclassifications 4 44 — 48 Amounts reclassified from accumulated other comprehensive loss — 6 117 123 Net other comprehensive income 4 50 117 171 Closing balance, September 30, 2021 $ 116 $ 2 $ (2,761) $ (2,643) Opening balance, January 1, 2020 $ 112 $ (54) $ (2,580) $ (2,522) Other comprehensive income (loss) before reclassifications 3 (2) — 1 Amounts reclassified from accumulated other comprehensive loss — 6 99 105 Net other comprehensive income 3 4 99 106 Closing balance, September 30, 2020 $ 115 $ (50) $ (2,481) $ (2,416) (1) Amounts are presented net of tax. Amounts in Pension and post-retirement defined benefit plans reclassified from AOCL are as follows: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Amortization of prior service costs (1) $ — $ (1) $ — $ (1) Recognition of net actuarial loss (1) 53 45 158 135 Total before income tax 53 44 158 134 Income tax recovery (14) (11) (41) (35) Total net of income tax $ 39 $ 33 $ 117 $ 99 (1) Impacts "Other components of net periodic benefit recovery" on the Interim Consolidated Statements of Income. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net As at September 30, 2021 As at December 31, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Total accounts receivable $ 655 $ 194 $ 849 $ 662 $ 203 $ 865 Allowance for credit losses (22) (16) (38) (25) (15) (40) Total accounts receivable, net $ 633 $ 178 $ 811 $ 637 $ 188 $ 825 For the three months ended September 30, 2021 For the three months ended September 30, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Allowance for credit losses, opening balance $ (23) $ (15) $ (38) $ (26) $ (14) $ (40) Current period credit loss provision, net 1 (1) — — — — Allowance for credit losses, closing balance $ (22) $ (16) $ (38) $ (26) $ (14) $ (40) For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Allowance for credit losses, opening balance $ (25) $ (15) $ (40) $ (27) $ (16) $ (43) Current period credit loss provision, net 3 (1) 2 1 2 3 Allowance for credit losses, closing balance $ (22) $ (16) $ (38) $ (26) $ (14) $ (40) |
Property Sale
Property Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Property sale | Property sale Gain on exchange of property and construction easements in Chicago During the first quarter of 2021, the Company exchanged property and construction easements in Chicago with a government agency for proceeds of $103 million including cash of $61 million and property assets at a fair value of $42 million. Fair value was determined based on comparable market transactions. The Company recorded a gain in the first quarter within "Purchased services and other" of $50 million ($38 million after tax) from the transaction, and a deferred gain of $53 million which will be recognized in income over the period of use of certain easements. For the three and nine months ended September 30, 2021, the Company recognized $5 million and $9 million, respectively, of the deferred gain into income. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisition | Business acquisition Kansas City Southern Transaction On March 21, 2021, the Company entered into the Original Merger Agreement with KCS, under which CP agreed to acquire KCS in a stock and cash transaction representing an enterprise value of approximately U.S. $29 billion, based on the CP closing price on March 19, 2021, including the assumption of U.S. $3.8 billion of outstanding KCS debt. On May 21, 2021, KCS terminated the Original Merger Agreement in order to enter into a merger agreement with Canadian National Railway ("CN") (the "CN Merger Agreement"). As a result, and under the terms of the Original Merger Agreement, KCS concurrently paid a merger termination fee of $845 million (U.S. $700 million) to the Company, recorded as "Merger termination fee" in the Company's Interim Consolidated Statements of Income during the second quarter of 2021. On August 10, 2021, CP submitted a proposal to acquire KCS in a stock and cash transaction representing an enterprise value of approximately U.S. $31 billion, based on the CP closing price on August 9, 2021, which includes the assumption of U.S. $3.8 billion of outstanding KCS debt. The terms of the proposal were very similar in nearly every respect to those in the Original Merger Agreement, except for an increase in the share exchange ratio from 2.445 to 2.884. Following the Surface Transportation Board's ("STB") decision on August 31, 2021 to refuse CN and KCS's joint motion for voting trust approval in respect of the CN Merger Agreement, and after renewed negotiations with CP, KCS's Board of Directors deemed CP's proposal a "Company Superior Proposal", as defined in the CN Merger Agreement, and terminated the CN Merger Agreement. On September 15, 2021, upon KCS's termination of the CN Merger Agreement, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with KCS. Pursuant to the terms of the CN Merger Agreement, KCS paid a merger termination fee of U.S. $700 million and refunded the CP merger termination fee of U.S. $700 million to CN (together, the "CN merger termination fees"). In connection with the Merger Agreement, the Company remitted $1,773 million (U.S. $1,400 million) to KCS on September 15, 2021 in connection with KCS's payment of the CN merger termination fees, recorded as "Payment to Kansas City Southern" in the Company's Interim Balance Sheets in compliance with the acquisition method of accounting. Upon the approval of the transaction by the shareholders of both the Company and KCS, Mexican regulatory approvals, and satisfaction or waiver of customary closing conditions, the shares of KCS will be deposited into a voting trust subject to a voting trust agreement, pending final approval of the acquisition of control by the STB. Approval to use the voting trust has been received from the STB and CP currently expects to close the transaction into the voting trust in the first quarter of 2022. CP will use the equity method of accounting for the voting trust during the period when the shares are held in an independent voting trust while the STB considers the Company's control application. Subject to final approval of the transaction by the STB and any other remaining approvals of regulatory authorities, if applicable, the acquisition will be accounted for as a business combination using the acquisition method of accounting. Under the Merger Agreement, common stockholders of KCS will receive 2.884 (exchange ratio) of the Company's Common Shares and U.S. $90 in cash for each KCS common stock held. Preferred stockholders of KCS will receive U.S. $37.50 in cash for each KCS preferred stock held. The actual value of the transaction may fluctuate based upon changes in the price of the Company's Common Shares and the number of KCS common stock, preferred stock and equity awards outstanding on the closing date into trust. Subject to final approval of the transaction by the STB and other applicable regulatory authorities, the transaction is expected to be completed in the second half of 2022. During the three and nine months ended September 30, 2021, the Company incurred $98 million and $442 million, respectively, in acquisition-related expenses associated with the Original Merger Agreement and Merger Agreement, of which $15 million and $147 million were recorded within "Purchased services and other", and $83 million and $295 million were recorded within "Other expense (income)" in each period, respectively. The acquisition-related expenses recorded within "Other expense (income)" include the changes in fair value and realized gain from settlement of the FX forward contracts, and changes in fair value of the bond locks and forward starting floating-to-fixed interest rate swaps associated with the anticipated debt issuance (see Note 12), and amortization of financing fees associated with the credit facilities (see Note 11). Total financing fees paid for a bridge facility associated with the pending KCS transaction during the three and nine months ended September 30, 2021 were $nil and $45 million, respectively, presented under Cash provided by (used in) financing activities in the Company's Interim Consolidated Statements of Cash Flows. The Merger Agreement includes termination fees for both the Company and KCS. The Company or KCS will be required to pay a termination fee equal to U.S. $700 million if the Merger Agreement is terminated in certain circumstances, including if the Merger Agreement is terminated either because the Company's or KCS's boards of directors have changed their recommendation. KCS is also required, if the Merger Agreement is terminated in certain circumstances, to pay to the Company U.S. $700 million in return of the U.S. $700 million remitted to KCS by the Company in connection with the CN Merger Agreement termination. The Company will be required to pay a termination fee equal to U.S. $1 billion if the Merger Agreement is terminated in certain circumstances, including certain circumstances in which (i) the transaction has not been consummated by February 21, 2022 (or, in the event the authorizations required to be obtained from the relevant Mexican regulatory authorities are the only outstanding conditions to be satisfied or waived as of February 21, 2022, by May 21, 2022) because there is an injunction or similar order prohibiting the transaction or the voting trust transaction arising under applicable railroad laws or under Section 721 of the United States Defense Production Act of 1950 or (ii) a final non-appealable injunction or similar order is issued under applicable railroad laws or Section 721 of the United States Defense Production Act of 1950 prohibiting the transaction or the voting trust transaction. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt During the third quarter of 2021, the Company repaid U.S. $250 million 9.450% 30-year debentures at maturity for a total of U.S. $250 million ($312 million). Shelf prospectus On June 21, 2021, the Company filed a new base shelf prospectus in each province of Canada and a registration statement with the Securities and Exchange Commission (“SEC”) to issue up to U.S. $8.5 billion in debt securities in the Canadian and U.S. capital markets over 25 months from the filing date. Credit facilities During the first quarter of 2021, the Company obtained commitments for a 364-day senior unsecured facility (the "original bridge facility") in the amount of U.S. $8.5 billion to bridge debt financing required to fund a portion of the cash component of the proposed KCS transaction. Effective April 9, 2021, the Company also amended the financial covenant within its revolving credit facility to provide flexibility upon the closing of the proposed KCS transaction. Effective May 21, 2021, upon termination of the Original Merger Agreement with KCS, the original bridge facility was terminated. During the third quarter of 2021, the Company obtained commitments for a new 364-day senior unsecured facility (the "bridge facility") in the amount of U.S. $8.5 billion to bridge debt financing required to fund a portion of the cash component of the pending KCS transaction. As of September 15, 2021, the Company also entered into a U.S. $500 million unsecured non-revolving term credit facility with an initial due date of March 15, 2022. As at September 30, 2021, the Company had borrowings of U.S. $500 million ($637 million) under this facility at a weighted-average interest rate of 2.05%. Effective September 29, 2021, the Company amended the financial covenant within its revolving credit facility to provide flexibility upon the closing of the pending KCS transaction. Effective September 24, 2021, the Company also 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 on this facility. As at September 30, 2021, the revolving credit facility was undrawn (December 31, 2020 - undrawn). Commercial paper program The Company 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 U.S. $1.3 billion revolving credit facility. As at September 30, 2021, the Company had total commercial paper borrowings of U.S. $565 million ($720 million), included in "Long-term debt maturing within one year" on the Company's Interim Consolidated Balance sheets (December 31, 2020 - U.S. $644 million). The weighted-average interest rate on these borrowings was 0.19% (December 31, 2020 - 0.27%). The Company presents issuances and repayments of commercial paper, all of which have a maturity of less than 90 days, in the Company's Interim Consolidated Statements of Cash Flows on a net basis. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial instruments A. Fair values of financial instruments The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market. For non-exchange traded derivatives classified as Level 2, the Company uses standard valuation techniques to calculate fair value. Primary inputs to these techniques include observable market prices (interest, FX, and commodity) and volatility, depending on the type of derivative and nature of the underlying risk. The Company uses inputs and data used by willing market participants when valuing derivatives and considers its own credit default swap spread as well as those of its counterparties in its determination of fair value. All derivatives are classified as Level 2. The Company’s short-term financial instruments include cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term borrowings including commercial paper and term loans. The carrying values of short-term financial instruments all approximate their fair values. The carrying value of the Company’s debt and finance lease liabilities does not approximate their fair value. Their estimated fair value has been determined based on market information, where available, or by discounting future payments of principal and interest at estimated interest rates expected to be available to the Company at period end. All measurements are classified as Level 2. The Company’s debt and finance lease liabilities, including current maturities, with a carrying value of $8,611 million at September 30, 2021 (December 31, 2020 - $8,951 million), had a fair value of $10,533 million (December 31, 2020 - $11,597 million). B. Financial risk management FX management Net investment hedge The effect of the Company's net investment hedge for the three and nine months ended September 30, 2021 was an unrealized FX loss of $168 million and $6 million, respectively (three and nine months ended September 30, 2020 - unrealized FX gain of $135 million and unrealized FX loss of $156 million, respectively) recognized in “Other comprehensive income”. FX forward contracts During the first nine months of 2021, the Company entered into various FX forward contracts totalling a notional U.S. $1.0 billion to fix the FX rate and lock-in a portion of the amount of Canadian dollars it may borrow to finance the U.S. dollar-denominated cash portion of the total consideration payable pursuant to the Original Merger Agreement with KCS. During the three months ended September 30, 2021, the Company settled the FX forward contracts and did not have any such contracts remaining as at September 30, 2021. For the three months ended September 30, 2021, the change in fair value of the FX forward contracts was a gain of $30 million. For the nine months ended September 30, 2021, the realized gain from settlement of the FX forward contracts was $13 million. These gains were recorded in "Other expense (income)" on the Company's Interim Consolidated Statements of Income. Interest rate management Forward starting swaps In March and April of 2021, the Company entered into forward starting floating-to-fixed interest rate swap agreements ("forward starting swaps") with terms of up to 30 years, totalling a notional U.S. $2.4 billion to fix the benchmark rate on cash flows associated with highly probable forecasted issuances of long-term notes. On May 21, 2021, the Original Merger Agreement with KCS was terminated which resulted in the Company ceasing hedge accounting for the U.S. $2.4 billion of forward starting swaps. However, as the note issuances were still reasonably possible to occur, fair value losses prior to this determination remained in “Accumulated other comprehensive loss”, net of tax, as of June 30, 2021. Subsequent to the notes issuance, $73 million in “Accumulated other comprehensive loss” will be reclassified to “Net interest expense” ratably over the duration of the notes' hedged interest payments. Fair value losses of $104 million and $251 million during the period from May 21, 2021 through to the roll and re-designation described below were recorded within “Other expense (income)" on the Company’s Interim Consolidated Statements of Income for the three and nine months ended September 30, 2021, respectively. Following CP entering into the Merger Agreement with KCS, the Company rolled the notional U.S. $2.4 billion of forward starting swaps but did not effect a cash settlement. Concurrently, the Company re-designated the forward starting swaps totalling U.S. $2.4 billion to fix the benchmark rate on cash flows associated with highly probable forecasted issuances of long-term notes. The changes in fair value on the forward starting swaps are recorded in “Accumulated other comprehensive loss”, net of tax, as cash flow hedges until the notes are issued. Subsequent to the notes issuance, amounts in “Accumulated other comprehensive loss” will be reclassified to “Net interest expense” ratably over the duration of the notes' hedged interest payments. Fair value gains subsequent to re-designation of $129 million were recorded within “Other comprehensive income” on the Company’s Interim Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021. As at September 30, 2021, the unrealized fair value loss derived from the forward starting swaps of $195 million was included in "Accounts payable and accrued liabilities" on the Company’s Interim Consolidated Balance Sheets. Changes in fair value of the forward starting swaps for the three and nine months ended September 30, 2021 were a gain of $25 million and loss $195 million, respectively. Bond locks In March 2021, the Company entered into seven-year interest rate bond locks totalling a notional $600 million to fix the benchmark rate on cash flows associated with a highly probable forecasted issuance of long-term notes. On May 21, 2021, the Original Merger Agreement with KCS was terminated which resulted in the Company ceasing hedge accounting for the $600 million of bond locks. However, as the note issuances were still reasonably possible to occur, fair value losses prior to this determination remained in “Accumulated other comprehensive loss”, net of tax, as of June 30, 2021. Subsequent to the notes issuance, $2 million in “Accumulated other comprehensive loss” will be reclassified to “Net interest expense” ratably over the duration of the notes' hedged interest payments. Fair value losses subsequent to May 21, 2021 of $7 million and $10 million were recorded within “Other expense (income)" on the Company’s Interim Consolidated Statements of Income for the three and nine months ended September 30, 2021, respectively. Following CP entering into the Merger Agreement with KCS, the Company rolled the notional $600 million of bond locks but did not effect a cash settlement. Concurrently, the Company re-designated the bond locks totalling $600 million to fix the benchmark rate on cash flows associated with highly probable forecasted issuances of long-term notes. The changes in fair value on the bond locks are recorded in “Accumulated other comprehensive loss”, net of tax, as cash flow hedges until the notes are issued. Subsequent to the notes issuance, amounts in “Accumulated other comprehensive loss” will be reclassified to “Net interest expense” ratably over the duration of the notes' hedged interest payments. Fair value gains subsequent to re-designation of $10 million were recorded within “Other comprehensive income” on the Company’s Interim Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' equity On January 27, 2021, the Company announced a normal course issuer bid ("NCIB"), commencing January 29, 2021, to purchase up to 16.7 million Common Shares in the open market for cancellation on or before January 28, 2022. As at September 30, 2021, the Company had not purchased any Common Shares under this NCIB. On December 17, 2019, the Company announced a NCIB, commencing December 20, 2019, to purchase up to 24.0 million Common Shares for cancellation on or before December 19, 2020. Upon expiry of this NCIB, the Company had purchased 21.4 million Common Shares for $1,577 million. All purchases were made in accordance with the NCIB at prevailing market prices plus brokerage fees, or such other prices that were permitted by the Toronto Stock Exchange ("TSX"), 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 activities under the share repurchase programs: For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 Number of Common Shares repurchased (1) — 5,224,340 — 13,257,910 Weighted-average price per share (2) $ — $ 75.88 $ — $ 69.11 Amount of repurchase (in millions of Canadian dollars) (2) $ — $ 396 $ — $ 916 (1) Includes shares repurchased but not yet cancelled at end of period. (2) Includes brokerage fees. |
Pension and Other Benefits
Pension and Other Benefits | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pensions and Other Benefits | Pension and other benefits In the three and nine months ended September 30, 2021, the Company made contributions to its defined benefit pension plans of $4 million and $15 million, respectively (three and nine months ended September 30, 2020 - $9 million and $24 million, respectively). Net periodic benefit costs for defined benefit pension plans and other benefits included the following components: For the three months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2021 2020 2021 2020 Current service cost (benefits earned by employees) $ 42 $ 35 $ 4 $ 3 Other components of net periodic benefit (recovery) cost: Interest cost on benefit obligation 88 102 4 4 Expected return on fund assets (240) (236) — — Recognized net actuarial loss 52 44 1 1 Amortization of prior service costs (recoveries) — (1) — — Total other components of net periodic benefit (recovery) cost (100) (91) 5 5 Net periodic benefit (recovery) cost $ (58) $ (56) $ 9 $ 8 For the nine months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2021 2020 2021 2020 Current service cost (benefits earned by employees) $ 128 $ 105 $ 10 $ 9 Other components of net periodic benefit (recovery) cost: Interest cost on benefit obligation 264 305 12 13 Expected return on fund assets (720) (709) — — Recognized net actuarial loss 155 132 3 3 Amortization of prior service costs (recoveries) — (1) — — Total other components of net periodic benefit (recovery) cost (301) (273) 15 16 Net periodic benefit (recovery) cost $ (173) $ (168) $ 25 $ 25 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-based compensation At September 30, 2021, the Company had several stock-based compensation plans including stock option plans, various cash-settled liability plans, and an employee share purchase plan. These plans resulted in an expense for the three and nine months ended September 30, 2021 of $26 million and $75 million, respectively (three and nine months ended September 30, 2020 - expense of $56 million and $110 million, respectively). Stock option plan Options issued prior to the share split described in Note 1 now each provide rights over five shares. For consistency, all number of options presented herein are calculated and shown on the basis of the number of shares subject to the options. In the nine months ended September 30, 2021, under CP’s stock option plans, the Company issued 1,339,886 options at the weighted-average price of $87.64 per share, based on the closing price on the grant date. Pursuant to the employee plan, these options may be exercised upon vesting, which is between 12 months and 48 months after the grant date, and will expire after seven years. Under the fair value method, the fair value of the stock options at grant date was approximately $26 million. The weighted-average fair value assumptions were approximately: For the nine months ended September 30, 2021 Expected option life (years) (1) 4.75 Risk-free interest rate (2) 0.53% Expected share price volatility (3) 27.14% Expected annual dividends per share (4) $0.760 Expected forfeiture rate (5) 2.61% Weighted-average grant date fair value per option granted during the period $19.05 (1) Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour or, when available, specific expectations regarding future exercise behaviour were used to estimate the expected life of the option. (2) Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the option. (3) Based on the historical volatility of the Company’s share price over a period commensurate with the expected term of the option. (4) Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option. (5) The Company estimates forfeitures based on past experience. This rate is monitored on a periodic basis. Performance share unit plans During the nine months ended September 30, 2021, the Company issued 431,430 Performance Share Units ("PSUs") with a grant date fair value of approximately $37 million and 12,694 Performance Deferred Share Units ("PDSUs") with a grant date fair value, including the value of expected future matching units, of approximately $1 million. PSUs and PDSUs attract dividend equivalents in the form of additional units based on dividends paid on the Company’s Common Shares, and vest approximately three years after the grant date, contingent upon CP’s performance ("performance factor"). The fair value of these PSUs and PDSUs is measured periodically until settlement. Vested PSUs are settled in cash. Vested PDSUs are settled in cash pursuant to the Deferred Share Unit ("DSU") Plan and are eligible for a 25% match if the holder has not exceeded their share ownership requirements, and are paid out only when the holder ceases their employment with CP. The performance period for PSUs and PDSUs issued in the nine months ended September 30, 2021 is January 1, 2021 to December 31, 2023 and the performance factors are Return on Invested Capital ("ROIC"), Total Shareholder Return ("TSR") compared to the S&P/TSX 60 Index, and TSR compared to Class I railways. The performance period for PSUs issued in 2018 was January 1, 2018 to December 31, 2020. The performance factors for 626,400 PSUs were ROIC, TSR compared to the S&P/TSX Capped Industrial Index, and TSR compared to the S&P 1500 Road and Rail Index. The resulting payout was 200% of the outstanding units multiplied by the Company's average share price calculated using the last 30 trading days preceding December 31, 2020. In the first quarter of 2021, payouts occurred on 570,056 total outstanding awards, including dividends reinvested, totalling $98 million. The performance factors for the remaining 184,875 PSUs were annual revenue for the fiscal year 2020, diluted earnings per share for the fiscal year 2020, and share price appreciation. The resulting payout was 125% of the outstanding units multiplied by the Company's average share price calculated using the last 30 trading days preceding the vesting dates. In the third quarter of 2021, payouts occurred on 169,272 total outstanding awards, including dividends reinvested, totalling $20 million. Deferred share unit plan During the nine months ended September 30, 2021, the Company granted 62,157 DSUs with a grant date fair value of approximately $6 million. DSUs vest over various periods of up to 36 months and are only redeemable for a specified period after employment is terminated. The expense for DSUs is recognized over the vesting period for both the initial subscription price and the change in value between reporting periods. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of its operations, the Company becomes involved in various legal actions, including claims relating to injuries and damage to property. The Company maintains provisions it considers to be adequate for such actions. While the final outcome with respect to actions outstanding or pending at September 30, 2021 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Company’s business, financial position or results of operations. Legal proceedings related to Lac-Mégantic rail accident On July 6, 2013, a train carrying petroleum crude oil operated by Montréal Maine and Atlantic Railway (“MMAR”) or a subsidiary, Montréal Maine & Atlantic Canada Co. (“MMAC” and collectively the “MMA Group”), derailed in Lac-Mégantic, Québec. The derailment occurred on a section of railway owned and operated by the MMA Group and while the MMA Group exclusively controlled the train. Following the derailment, MMAC sought court protection in Canada under the Companies’ Creditors Arrangement Act and MMAR filed for bankruptcy in the U.S. Plans of arrangement were approved in both Canada and the U.S. (the “Plans”), providing for the distribution of approximately $440 million amongst those claiming derailment damages. A number of legal proceedings, set out below, were commenced in Canada and the U.S. against CP and others: (1) Québec's Minister of Sustainable Development, Environment, Wildlife and Parks ordered various parties, including CP, to remediate the derailment site (the "Cleanup Order") and served CP with a Notice of Claim for $95 million for those costs. CP appealed the Cleanup Order and contested the Notice of Claim with the Administrative Tribunal of Québec. These proceedings are stayed pending determination of the Attorney General of Québec (“AGQ”) action (paragraph 2 below). (2) The AGQ sued CP in the Québec Superior Court claiming $409 million in damages, which was amended and reduced to $315 million (the “AGQ Action”). The AGQ Action alleges that: (i) CP was responsible for the petroleum crude oil from its point of origin until its delivery to Irving Oil Ltd.; and (ii) CP is vicariously liable for the acts and omissions of the MMA Group. (3) A class action in the Québec Superior Court on behalf of persons and entities residing in, owning or leasing property in, operating a business in, or physically present in Lac-Mégantic at the time of the derailment was certified against CP on May 8, 2015 (the "Class Action"). Other defendants including MMAC and Mr. Thomas Harding ("Harding") were added to the Class Action on January 25, 2017. The Class Action seeks unquantified damages, including for wrongful death, personal injury, property damage, and economic loss. (4) Eight subrogated insurers sued CP in the Québec Superior Court claiming approximately $16 million in damages, which was amended and reduced to approximately $15 million (the “Promutuel Action”), and two additional subrogated insurers sued CP claiming approximately $3 million in damages (the “Royal Action”). Both actions contain similar allegations as the AGQ Action. The actions do not identify the subrogated parties. As such, the extent of any overlap between the damages claimed in these actions and under the Plans is unclear. The Royal Action is stayed pending determination of the consolidated proceedings described below. On December 11, 2017, the AGQ Action, the Class Action and the Promutuel Action were consolidated. The joint liability trial of these consolidated claims commenced on September 21, 2021 and will be followed by a damages trial, if necessary. (5) Forty-eight plaintiffs (all individual claims joined in one action) sued CP, MMAC, and Harding in the Québec Superior Court claiming approximately $5 million in damages for economic loss and pain and suffering, and asserting similar allegations as in the Class Action and the AGQ Action. The majority of the plaintiffs opted-out of the Class Action and all but two are also plaintiffs in litigation against CP, described in paragraph 7 below. This action is stayed pending determination of the consolidated claims described above. (6) The MMAR U.S. bankruptcy estate representative commenced an action against CP in November 2014 in the Maine Bankruptcy Court claiming that CP failed to abide by certain regulations and seeking approximately U.S. $30 million in damages for MMAR’s loss in business value according to a recent report. This action asserts that CP knew or ought to have known that the shipper misclassified the petroleum crude oil and therefore should have refused to transport it. (7) The class and mass tort action commenced against CP in June 2015 in Texas (on behalf of Lac-Mégantic residents and wrongful death representatives) and the wrongful death and personal injury actions commenced against CP in June 2015 in Illinois and Maine, were all transferred and consolidated in Federal District Court in Maine (the “Maine Actions”). The Maine Actions allege that CP negligently misclassified and improperly packaged the petroleum crude oil. On CP’s motion, the Maine Actions were dismissed. The plaintiffs appealed the dismissal decision to the First Circuit Court of Appeals, which dismissed the plaintiffs' appeal on June 2, 2021. The plaintiffs further petitioned the First Circuit Court of Appeals for a rehearing, which was denied on September 8, 2021. (8) The trustee for the wrongful death trust commenced Carmack Amendment claims against CP in North Dakota Federal Court, seeking to recover approximately U.S. $6 million for damaged rail cars and lost crude and reimbursement for the settlement paid by the consignor and the consignee under the Plans (alleged to be U.S. $110 million and U.S. $60 million, respectively). The Court issued an Order on August 6, 2020 granting and denying in parts the parties' summary judgment motions which has been reviewed and confirmed following motions by the parties for clarification and reconsideration. This action is scheduled for trial on July 11 to 14, 2022. At this stage of the proceedings, any potential responsibility and the quantum of potential losses cannot be determined. Nevertheless, CP denies liability and is vigorously defending these proceedings. Environmental liabilities Environmental remediation accruals, recorded on an undiscounted basis unless a reliable, determinable estimate as to an amount and timing of costs can be established, cover site-specific remediation programs. The accruals for environmental remediation represent CP’s best estimate of its probable future obligation and include both asserted and unasserted claims, without reduction for anticipated recoveries from third parties. Although the recorded accruals include CP’s best estimate of all probable costs, CP’s total environmental remediation costs cannot be predicted with certainty. Accruals for environmental remediation may change from time to time as new information about previously untested sites becomes known, and as environmental laws and regulations evolve and advances are made in environmental remediation technology. The accruals may also vary as the courts decide legal proceedings against outside parties responsible for contamination. These potential charges, which cannot be quantified at this time, may materially affect income in the particular period in which a charge is recognized. Costs related to existing, but as yet unknown, or future contamination will be accrued in the period in which they become probable and reasonably estimable. The expense included in “Purchased services and other” in the Company's Interim Consolidated Statements of Income for the three and nine months ended September 30, 2021 was $2 million and $6 million (three and nine months ended September 30, 2020 - $2 million and $6 million, respectively). Provisions for environmental remediation costs are recorded in the Company's Interim Consolidated Balance Sheets in “Other long-term liabilities”, except for the current portion which is recorded in “Accounts payable and accrued liabilities”. The total amount provided at September 30, 2021 was $82 million (December 31, 2020 - $80 million). Payments are expected to be made over 10 years through 2030. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | These unaudited Interim Consolidated Financial Statements ("Interim Consolidated Financial Statements") of Canadian Pacific Railway Limited ("CPRL") and its subsidiaries (collectively, “CP”, or “the Company”), expressed in Canadian dollars, reflect management’s estimates and assumptions that are necessary for their fair presentation in conformity with generally accepted accounting principles in the United States of America (“GAAP”). They do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the 2020 annual Consolidated Financial Statements and notes included in CP's 2020 Annual Report on Form 10-K. The accounting policies used are consistent with the accounting policies used in preparing the 2020 annual Consolidated Financial Statements. On April 21, 2021, the Company's shareholders approved a five-for-one share split of the Company's issued and outstanding Common Shares. On May 13, 2021, the Company's shareholders of record as of May 5, 2021 received four additional shares for every Common Share held. Ex-distribution trading in the Company’s Common Shares on a split-adjusted basis commenced on May 14, 2021. Proportional adjustments were also made to outstanding awards under the Company's stock-based compensation plans in order to reflect the share split. All outstanding Common Shares, stock-based compensation awards, and per share amounts herein have been retrospectively adjusted to reflect the share split. CP's operations can be affected by seasonal fluctuations such as changes in customer demand and weather-related issues. This seasonality could impact quarter-over-quarter comparisons. In management’s opinion, the Interim Consolidated Financial Statements include all adjustments (consisting of normal and recurring adjustments) necessary to present fairly such information. Interim results are not necessarily indicative of the results expected for the fiscal year. |
Accounting Changes (Policies)
Accounting Changes (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Changes | Accounting pronouncements that became effective during the period covered by the Interim Consolidated Financial Statements did not have a material impact on the Company's Interim Consolidated Balance Sheets, Interim Consolidated Statements of Income, or Interim Consolidated Statements of Cash Flows. Likewise, accounting pronouncements issued, but not effective until after September 30, 2021, are not expected to have a material impact on the Company's Consolidated Balance Sheets, Consolidated Statements of Income, or Consolidated Statements of Cash Flows. Future changes Reference Rate Reform In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. From the end of 2021, banks will no longer be required to report information that is used to determine the London Interbank Offered Rate (“LIBOR”), which is a benchmark interest rate commonly referenced in a variety of contractual agreements. As a result, LIBOR or other reference rates used globally could be discontinued. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. The guidance in the ASU was effective starting on March 12, 2020, and is available to be adopted on a prospective basis no later than December 31, 2022. The Company currently has a fully drawn U.S. $500 million non-revolving term credit facility referencing LIBOR that could be affected by the provisions of this ASU (See Note 11 - Debt). The Company also has a revolving credit facility that references LIBOR. The Company had no outstanding borrowings under the revolving credit facility as at September 30, 2021. The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and related disclosures, and whether it will elect to apply any of the optional expedients and exceptions provided in the ASU. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company’s revenues from contracts with customers by major source: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Freight Grain $ 352 $ 457 $ 1,244 $ 1,321 Coal 158 130 491 411 Potash 113 132 348 390 Fertilizers and sulphur 72 65 227 212 Forest products 89 85 259 244 Energy, chemicals and plastics 392 321 1,149 1,153 Metals, minerals and consumer products 196 152 535 474 Automotive 83 94 289 215 Intermodal 441 385 1,280 1,153 Total freight revenues 1,896 1,821 5,822 5,573 Non-freight excluding leasing revenues 25 27 75 80 Revenues from contracts with customers 1,921 1,848 5,897 5,653 Leasing revenues 21 15 58 45 Total revenues $ 1,942 $ 1,863 $ 5,955 $ 5,698 |
Changes in Contract Liabilities | The following table summarizes the changes in contract liabilities: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Opening balance $ 245 $ 79 $ 61 $ 146 Revenue recognized that was included in the contract liability balance at the beginning of the period (93) (25) (36) (95) Increase due to consideration received, net of revenue recognized during the period 4 5 131 8 Closing balance $ 156 $ 59 $ 156 $ 59 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income and Expenses | For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Foreign exchange loss (gain) on debt and lease liabilities $ 46 $ (40) $ (39) $ 89 Other foreign exchange (gains) losses (7) 2 (9) (2) Acquisition-related costs (Note 10) 83 — 295 — Other 2 2 6 2 Other expense (income) $ 124 $ (36) $ 253 $ 89 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense | For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Current income tax expense $ 39 $ 144 $ 427 $ 430 Deferred income tax expense 130 45 190 133 Income tax expense $ 169 $ 189 $ 617 $ 563 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Shares Used in the Earnings Per Share Calculations | The number of shares used in the earnings per share calculations are reconciled as follows: For the three months ended September 30 For the nine months ended September 30 (in millions) 2021 2020 2021 2020 Weighted-average basic shares outstanding 666.9 676.2 666.7 679.3 Dilutive effect of stock options 2.9 2.8 3.1 2.5 Weighted-average diluted shares outstanding 669.8 679.0 669.8 681.8 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Income Loss by Component | For the three months ended September 30 (in millions of Canadian dollars) Foreign currency net of hedging activities (1) Derivatives and (1) Pension and post- (1) Total (1) Opening balance, July 1, 2021 $ 110 $ (101) $ (2,800) $ (2,791) Other comprehensive income before reclassifications 6 101 — 107 Amounts reclassified from accumulated other comprehensive loss — 2 39 41 Net other comprehensive income 6 103 39 148 Closing balance, September 30, 2021 $ 116 $ 2 $ (2,761) $ (2,643) Opening balance, July 1, 2020 $ 116 $ (52) $ (2,514) $ (2,450) Other comprehensive loss before reclassifications (1) — — (1) Amounts reclassified from accumulated other comprehensive loss — 2 33 35 Net other comprehensive (loss) income (1) 2 33 34 Closing balance, September 30, 2020 $ 115 $ (50) $ (2,481) $ (2,416) (1) Amounts are presented net of tax. For the nine months ended September 30 (in millions of Canadian dollars) Foreign currency net of hedging activities (1) Derivatives and (1) Pension and post- (1) Total (1) Opening balance, January 1, 2021 $ 112 $ (48) $ (2,878) $ (2,814) Other comprehensive income before reclassifications 4 44 — 48 Amounts reclassified from accumulated other comprehensive loss — 6 117 123 Net other comprehensive income 4 50 117 171 Closing balance, September 30, 2021 $ 116 $ 2 $ (2,761) $ (2,643) Opening balance, January 1, 2020 $ 112 $ (54) $ (2,580) $ (2,522) Other comprehensive income (loss) before reclassifications 3 (2) — 1 Amounts reclassified from accumulated other comprehensive loss — 6 99 105 Net other comprehensive income 3 4 99 106 Closing balance, September 30, 2020 $ 115 $ (50) $ (2,481) $ (2,416) (1) Amounts are presented net of tax. |
Amounts in Pension and Post-retirement Defined Benefit Plans Reclassified from AOCL | Amounts in Pension and post-retirement defined benefit plans reclassified from AOCL are as follows: For the three months ended September 30 For the nine months ended September 30 (in millions of Canadian dollars) 2021 2020 2021 2020 Amortization of prior service costs (1) $ — $ (1) $ — $ (1) Recognition of net actuarial loss (1) 53 45 158 135 Total before income tax 53 44 158 134 Income tax recovery (14) (11) (41) (35) Total net of income tax $ 39 $ 33 $ 117 $ 99 (1) Impacts "Other components of net periodic benefit recovery" on the Interim Consolidated Statements of Income. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Net | As at September 30, 2021 As at December 31, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Total accounts receivable $ 655 $ 194 $ 849 $ 662 $ 203 $ 865 Allowance for credit losses (22) (16) (38) (25) (15) (40) Total accounts receivable, net $ 633 $ 178 $ 811 $ 637 $ 188 $ 825 |
Allowance for Credit Losses | For the three months ended September 30, 2021 For the three months ended September 30, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Allowance for credit losses, opening balance $ (23) $ (15) $ (38) $ (26) $ (14) $ (40) Current period credit loss provision, net 1 (1) — — — — Allowance for credit losses, closing balance $ (22) $ (16) $ (38) $ (26) $ (14) $ (40) For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 (in millions of Canadian dollars) Freight Non-freight Total Freight Non-freight Total Allowance for credit losses, opening balance $ (25) $ (15) $ (40) $ (27) $ (16) $ (43) Current period credit loss provision, net 3 (1) 2 1 2 3 Allowance for credit losses, closing balance $ (22) $ (16) $ (38) $ (26) $ (14) $ (40) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Activities Under Share Repurchase Program | The following table provides activities under the share repurchase programs: For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 Number of Common Shares repurchased (1) — 5,224,340 — 13,257,910 Weighted-average price per share (2) $ — $ 75.88 $ — $ 69.11 Amount of repurchase (in millions of Canadian dollars) (2) $ — $ 396 $ — $ 916 (1) Includes shares repurchased but not yet cancelled at end of period. (2) Includes brokerage fees. |
Pension and Other Benefits (Tab
Pension and Other Benefits (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Net Periodic Benefit Cost for Defined Benefit Pension Plans and Other Benefits | Net periodic benefit costs for defined benefit pension plans and other benefits included the following components: For the three months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2021 2020 2021 2020 Current service cost (benefits earned by employees) $ 42 $ 35 $ 4 $ 3 Other components of net periodic benefit (recovery) cost: Interest cost on benefit obligation 88 102 4 4 Expected return on fund assets (240) (236) — — Recognized net actuarial loss 52 44 1 1 Amortization of prior service costs (recoveries) — (1) — — Total other components of net periodic benefit (recovery) cost (100) (91) 5 5 Net periodic benefit (recovery) cost $ (58) $ (56) $ 9 $ 8 For the nine months ended September 30 Pensions Other benefits (in millions of Canadian dollars) 2021 2020 2021 2020 Current service cost (benefits earned by employees) $ 128 $ 105 $ 10 $ 9 Other components of net periodic benefit (recovery) cost: Interest cost on benefit obligation 264 305 12 13 Expected return on fund assets (720) (709) — — Recognized net actuarial loss 155 132 3 3 Amortization of prior service costs (recoveries) — (1) — — Total other components of net periodic benefit (recovery) cost (301) (273) 15 16 Net periodic benefit (recovery) cost $ (173) $ (168) $ 25 $ 25 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Weighted-Average Fair Value Assumptions | The weighted-average fair value assumptions were approximately: For the nine months ended September 30, 2021 Expected option life (years) (1) 4.75 Risk-free interest rate (2) 0.53% Expected share price volatility (3) 27.14% Expected annual dividends per share (4) $0.760 Expected forfeiture rate (5) 2.61% Weighted-average grant date fair value per option granted during the period $19.05 (1) Represents the period of time that awards are expected to be outstanding. Historical data on exercise behaviour or, when available, specific expectations regarding future exercise behaviour were used to estimate the expected life of the option. (2) Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the option. (3) Based on the historical volatility of the Company’s share price over a period commensurate with the expected term of the option. (4) Determined by the current annual dividend at the time of grant. The Company does not employ different dividend yields throughout the contractual term of the option. (5) The Company estimates forfeitures based on past experience. This rate is monitored on a periodic basis. |
Accounting Changes (Details)
Accounting Changes (Details) | Sep. 30, 2021USD ($) |
Non-Revolving Term Credit Facility | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Borrowing capacity | $ 500,000,000 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 1,921 | $ 1,848 | $ 5,897 | $ 5,653 |
Leasing revenues | 21 | 15 | 58 | 45 |
Total revenues | 1,942 | 1,863 | 5,955 | 5,698 |
Freight | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 1,896 | 1,821 | 5,822 | 5,573 |
Total revenues | 1,896 | 1,821 | 5,822 | 5,573 |
Grain | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 352 | 457 | 1,244 | 1,321 |
Coal | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 158 | 130 | 491 | 411 |
Potash | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 113 | 132 | 348 | 390 |
Fertilizers and sulphur | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 72 | 65 | 227 | 212 |
Forest products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 89 | 85 | 259 | 244 |
Energy, chemicals and plastics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 392 | 321 | 1,149 | 1,153 |
Metals, minerals and consumer products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 196 | 152 | 535 | 474 |
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 83 | 94 | 289 | 215 |
Intermodal | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 441 | 385 | 1,280 | 1,153 |
Non-freight excluding leasing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 25 | $ 27 | $ 75 | $ 80 |
Revenues - Contract Liabilities
Revenues - Contract Liabilities (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Contract with Customer, Liability [Abstract] | ||||
Opening balance | $ 245 | $ 79 | $ 61 | $ 146 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (93) | (25) | (36) | (95) |
Increase due to consideration received, net of revenue recognized during the period | 4 | 5 | 131 | 8 |
Closing balance | $ 156 | $ 59 | $ 156 | $ 59 |
Other (Income) Expense - Other
Other (Income) Expense - Other Income and Expense (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Foreign exchange loss (gain) on debt and lease liabilities | $ 46 | $ (40) | $ (39) | $ 89 |
Other foreign exchange (gains) losses | (7) | 2 | (9) | (2) |
Acquisition-related costs | 83 | 0 | 295 | 0 |
Other | 2 | 2 | 6 | 2 |
Other expense (income) | $ 124 | $ (36) | $ 253 | $ 89 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expense | $ 39 | $ 144 | $ 427 | $ 430 |
Deferred income tax expense | 130 | 45 | 190 | 133 |
Income tax expense | $ 169 | $ 189 | $ 617 | $ 563 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021CAD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020CAD ($) | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 26.36% | 23.97% | 21.00% | 21.00% | 25.52% |
Effective tax rate, excluding discrete items | 24.60% | 25.00% | 24.60% | 24.60% | 25.00% |
Foreign exchange loss (gain) on debt and lease liabilities | $ 46 | $ (40) | $ (39) | $ 89 | |
Merger termination fee | $ 0 | $ 0 | $ 845 | $ 700 | $ 0 |
Earnings Per Share - Number of
Earnings Per Share - Number of Shares Used in the Earnings Per Share Calculations (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Weighted-average basic shares outstanding | 666.9 | 676.2 | 666.7 | 679.3 |
Dilutive effect of stock options | 2.9 | 2.8 | 3.1 | 2.5 |
Weighted-average diluted shares outstanding | 669.8 | 679 | 669.8 | 681.8 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of options excluded from the computation of diluted earnings per share | 0.2 | 0 | 0.1 | 0.6 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component - Changes in Accumulated Other Comprehensive Loss (AOCL) by Component (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
AOC Income (Loss), Opening balance | $ (2,791) | $ (2,450) | $ (2,814) | $ (2,522) |
Other comprehensive income (loss) before reclassifications | 107 | (1) | 48 | 1 |
Amounts reclassified from accumulated other comprehensive loss | 41 | 35 | 123 | 105 |
Net other comprehensive (loss) income | 148 | 34 | 171 | 106 |
AOC Income (Loss), Closing balance | (2,643) | (2,416) | (2,643) | (2,416) |
Foreign currency net of hedging activities | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
AOC Income (Loss), Opening balance | 110 | 116 | 112 | 112 |
Other comprehensive income (loss) before reclassifications | 6 | (1) | 4 | 3 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Net other comprehensive (loss) income | 6 | (1) | 4 | 3 |
AOC Income (Loss), Closing balance | 116 | 115 | 116 | 115 |
Derivatives and other | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
AOC Income (Loss), Opening balance | (101) | (52) | (48) | (54) |
Other comprehensive income (loss) before reclassifications | 101 | 0 | 44 | (2) |
Amounts reclassified from accumulated other comprehensive loss | 2 | 2 | 6 | 6 |
Net other comprehensive (loss) income | 103 | 2 | 50 | 4 |
AOC Income (Loss), Closing balance | 2 | (50) | 2 | (50) |
Pension and post-retirement defined benefit plans | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
AOC Income (Loss), Opening balance | (2,800) | (2,514) | (2,878) | (2,580) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 39 | 33 | 117 | 99 |
Net other comprehensive (loss) income | 39 | 33 | 117 | 99 |
AOC Income (Loss), Closing balance | $ (2,761) | $ (2,481) | $ (2,761) | $ (2,481) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss ("AOCL") by Component - Amounts in Pension and Post-retirement Defined Benefit Plans Reclassified from AOCL (Details) - Reclassification out of Accumulated Other Comprehensive Income - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amortization of prior service costs | $ 0 | $ (1) | $ 0 | $ (1) |
Recognition of net actuarial loss | 53 | 45 | 158 | 135 |
Total before income tax | 53 | 44 | 158 | 134 |
Income tax recovery | (14) | (11) | (41) | (35) |
Total net of income tax | $ 39 | $ 33 | $ 117 | $ 99 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - CAD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total accounts receivable | $ 849 | $ 865 | ||||
Allowance for credit losses | (38) | $ (38) | (40) | $ (40) | $ (40) | $ (43) |
Total accounts receivable, net | 811 | 825 | ||||
Freight | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total accounts receivable | 655 | 662 | ||||
Allowance for credit losses | (22) | (23) | (25) | (26) | (26) | (27) |
Total accounts receivable, net | 633 | 637 | ||||
Non-freight | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total accounts receivable | 194 | 203 | ||||
Allowance for credit losses | (16) | $ (15) | (15) | $ (14) | $ (14) | $ (16) |
Total accounts receivable, net | $ 178 | $ 188 |
Accounts Receivable, Net - Allo
Accounts Receivable, Net - Allowance for Credit Loss (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Allowance for Credit Loss [Roll Forward] | ||||
Allowance for credit losses, opening balance | $ (38) | $ (40) | $ (40) | $ (43) |
Current period credit loss provision, net | 0 | 0 | 2 | 3 |
Allowance for credit losses, closing balance | (38) | (40) | (38) | (40) |
Freight | ||||
Allowance for Credit Loss [Roll Forward] | ||||
Allowance for credit losses, opening balance | (23) | (26) | (25) | (27) |
Current period credit loss provision, net | 1 | 0 | 3 | 1 |
Allowance for credit losses, closing balance | (22) | (26) | (22) | (26) |
Non-freight | ||||
Allowance for Credit Loss [Roll Forward] | ||||
Allowance for credit losses, opening balance | (15) | (14) | (15) | (16) |
Current period credit loss provision, net | (1) | 0 | (1) | 2 |
Allowance for credit losses, closing balance | $ (16) | $ (14) | $ (16) | $ (14) |
Property Sale (Details)
Property Sale (Details) - Chicago property and easements - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from exchanged property and construction easements | $ 103 | ||
Cash proceeds from properties and easements | 61 | ||
Property assets, Fair value acquired | 42 | ||
Gain on exchange of properties and easements | $ 5 | 50 | $ 9 |
Gain on exchange of property and easements, after tax | 38 | ||
Deferred gain on exchange of property and easements | $ 53 |
Business Acquisition (Details)
Business Acquisition (Details) $ / shares in Units, $ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021CAD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020CAD ($) | Sep. 15, 2021USD ($)$ / sharesshares | Aug. 10, 2021USD ($)shares | Mar. 21, 2021USD ($)shares | |
Business Acquisition [Line Items] | |||||||||||
Merger termination fee | $ 0 | $ 0 | $ 845 | $ 700 | $ 0 | ||||||
Payment to Kansas City Southern | 1,773 | 0 | 1,773 | 0 | |||||||
Acquisition-related costs | 83 | 0 | 295 | 0 | |||||||
Acquisition-related costs, Financing fees | 0 | $ 0 | $ 45 | $ 0 | |||||||
KCS | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Name of Acquired Entity | Kansas City Southern | Kansas City Southern | |||||||||
KCS enterprise value | $ 31,000 | $ 29,000 | |||||||||
Assumption of KCS debt | $ 3,800 | $ 3,800 | |||||||||
Merger termination fee | $ 845 | $ 700 | |||||||||
Exchange ratio of CP common share to KCS common share | shares | 2.884 | 2.884 | 2.445 | ||||||||
KCS termination fee with CN | $ 700 | ||||||||||
CP Merger Termination Fee Refund | 700 | ||||||||||
Payment to Kansas City Southern | 1,773 | $ 1,400 | |||||||||
Acquisition-related costs | 98 | $ 442 | |||||||||
Acquisition-related costs | 83 | 295 | |||||||||
Acquisition-related costs, Financing fees | 0 | 45 | |||||||||
Merger Agreement termination fee | 700 | ||||||||||
Merger Agreement termination fee, Required regulatory approval | $ 1,000 | ||||||||||
KCS | Purchased services and other | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition-related costs | $ 15 | $ 147 | |||||||||
KCS | Common shares | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash for KCS share held | $ / shares | $ 90 | ||||||||||
KCS | Preferred Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash for KCS share held | $ / shares | $ 37.50 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021CAD ($) | Jun. 21, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||
Base Shelf Prospectus, Maximum Debt Issuance | $ 8,500,000,000 | |||||
Commercial Paper | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||
Weighted-average interest rate | 0.19% | 0.19% | 0.27% | |||
Commercial paper borrowings | $ 565,000,000 | $ 720 | $ 644,000,000 | |||
Original Bridge Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 8,500,000,000 | |||||
Bridge Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 8,500,000,000 | |||||
Non-Revolving Term Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 500,000,000 | |||||
Current outstanding borrowings | $ 500,000,000 | $ 637 | ||||
Weighted-average interest rate | 2.05% | 2.05% | ||||
U.S. $1.0 Billion Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 1,000,000,000 | |||||
U.S. $300 million Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 300,000,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 1,300,000,000 | |||||
9.450% 30-year Debentures | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of Debt, Amount | 250,000,000 | $ 312 | ||||
9.450% 30-year Debentures | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, Face amount | $ 250,000,000 | |||||
Debt instrument, Interest rate | 9.45% | 9.45% | ||||
Debt instrument, Term | 30 years | 30 years |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Millions, $ in Millions | Sep. 30, 2021CAD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2021USD ($) | May 21, 2021CAD ($) | Dec. 31, 2020CAD ($) |
Schedule of Investments [Line Items] | |||||||||
Debt and finance lease liabilities, Carrying value | $ 8,611 | $ 8,611 | $ 8,611 | $ 8,611 | $ 8,951 | ||||
Debt and finance lease liabilities, Fair value | 10,533 | 10,533 | 10,533 | 10,533 | $ 11,597 | ||||
FX Forward Contracts | |||||||||
Schedule of Investments [Line Items] | |||||||||
Derivative, Notional amount | $ 1,000 | ||||||||
Unrealized gain on derivatives | 30 | ||||||||
Gain on Sale of Derivatives | 13 | ||||||||
Forward Starting Swaps | |||||||||
Schedule of Investments [Line Items] | |||||||||
Derivative, Notional amount | $ 2,400 | ||||||||
(Loss) gain on cash flow hedges | 25 | (195) | |||||||
Forward Starting Swaps | Accounts Payable and Accrued Liabilities | |||||||||
Schedule of Investments [Line Items] | |||||||||
Cash flow hedge, Fair Value | (195) | (195) | (195) | (195) | |||||
Forward Starting Swaps | Accumulated other comprehensive loss | |||||||||
Schedule of Investments [Line Items] | |||||||||
Cash Flow Hedges at Fair Value, Net | $ 73 | ||||||||
Forward Starting Swaps | Other Comprehensive Income | |||||||||
Schedule of Investments [Line Items] | |||||||||
(Loss) gain on cash flow hedges | 129 | ||||||||
Forward Starting Swaps | Other expense (income) | |||||||||
Schedule of Investments [Line Items] | |||||||||
(Loss) gain on cash flow hedges | (104) | (251) | |||||||
Bond Locks | |||||||||
Schedule of Investments [Line Items] | |||||||||
Derivative, Notional amount | 600 | 600 | 600 | 600 | |||||
(Loss) gain on cash flow hedges | 3 | (2) | |||||||
Bond Locks | Accounts Payable and Accrued Liabilities | |||||||||
Schedule of Investments [Line Items] | |||||||||
Cash flow hedge, Fair Value | (2) | (2) | (2) | (2) | |||||
Bond Locks | Accumulated other comprehensive loss | |||||||||
Schedule of Investments [Line Items] | |||||||||
Cash Flow Hedges at Fair Value, Net | $ 2 | ||||||||
Bond Locks | Other Comprehensive Income | |||||||||
Schedule of Investments [Line Items] | |||||||||
(Loss) gain on cash flow hedges | $ 10 | ||||||||
Bond Locks | Other expense (income) | |||||||||
Schedule of Investments [Line Items] | |||||||||
(Loss) gain on cash flow hedges | (7) | $ (10) | |||||||
Net Investment Hedge | |||||||||
Schedule of Investments [Line Items] | |||||||||
Gain (loss) on net investment hedge | $ (168) | $ 135 | $ (6) | $ (156) |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 19, 2020 | Oct. 01, 2021 | Jan. 29, 2021 | Dec. 20, 2019 | |
Common Shares repurchased | 5,300,000 | 13,700,000 | ||||||
Common Shares repurchased (value) | $ 396 | $ 916 | ||||||
KCS | Subsequent Event | ||||||||
Common shares to be issued to KCS | 264,700,000 | |||||||
2021 Normal Course Issuer Bid (NCIB) | ||||||||
Common Shares authorized to be repurchased | 16,700,000 | |||||||
Common Shares repurchased | 0 | 0 | ||||||
Common Shares repurchased (value) | $ 0 | $ 0 | ||||||
2019 Normal Course Issuer Bid (NCIB) | ||||||||
Common Shares authorized to be repurchased | 24,000,000 | |||||||
Common Shares repurchased | 5,224,340 | 13,257,910 | 21,400,000 | |||||
Common Shares repurchased (value) | $ 396 | $ 916 | $ 1,577 |
Shareholders' Equity - Activiti
Shareholders' Equity - Activities Under Share Repurchase Program (Detail) - CAD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 19, 2020 | |
Number of Common Shares repurchased | 5,300,000 | 13,700,000 | |||
Amount of repurchase (in millions of Canadian dollars) | $ 396 | $ 916 | |||
2021 Normal Course Issuer Bid (NCIB) | |||||
Number of Common Shares repurchased | 0 | 0 | |||
Weighted-average price per share | $ 0 | $ 0 | |||
Amount of repurchase (in millions of Canadian dollars) | $ 0 | $ 0 | |||
2019 Normal Course Issuer Bid (NCIB) | |||||
Number of Common Shares repurchased | 5,224,340 | 13,257,910 | 21,400,000 | ||
Weighted-average price per share | $ 75.88 | $ 69.11 | |||
Amount of repurchase (in millions of Canadian dollars) | $ 396 | $ 916 | $ 1,577 |
Pension and Other Benefits - Na
Pension and Other Benefits - Narrative (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions made by the Company | $ 4 | $ 9 | $ 15 | $ 24 |
Pension and Other Benefits - Ne
Pension and Other Benefits - Net Periodic Benefit Cost for DB Pension Plans and Other Benefits (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan and Other Postretirement Benefit Plans | ||||
Total other components of net periodic benefit (recovery) cost | $ (95) | $ (86) | $ (286) | $ (257) |
Defined Benefit Pension Plan | ||||
Defined Benefit Plan and Other Postretirement Benefit Plans | ||||
Current service cost (benefits earned by employees) | 42 | 35 | 128 | 105 |
Interest cost on benefit obligation | 88 | 102 | 264 | 305 |
Expected return on fund assets | (240) | (236) | (720) | (709) |
Recognized net actuarial loss | 52 | 44 | 155 | 132 |
Amortization of prior service costs (recoveries) | 0 | (1) | 0 | (1) |
Total other components of net periodic benefit (recovery) cost | (100) | (91) | (301) | (273) |
Net periodic benefit (recovery) cost | (58) | (56) | (173) | (168) |
Other Post-retirement Benefit Plans | ||||
Defined Benefit Plan and Other Postretirement Benefit Plans | ||||
Current service cost (benefits earned by employees) | 4 | 3 | 10 | 9 |
Interest cost on benefit obligation | 4 | 4 | 12 | 13 |
Expected return on fund assets | 0 | 0 | 0 | 0 |
Recognized net actuarial loss | 1 | 1 | 3 | 3 |
Amortization of prior service costs (recoveries) | 0 | 0 | 0 | 0 |
Total other components of net periodic benefit (recovery) cost | 5 | 5 | 15 | 16 |
Net periodic benefit (recovery) cost | $ 9 | $ 8 | $ 25 | $ 25 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - CAD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 26 | $ 56 | $ 75 | $ 110 | |||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options issued | 1,339,886 | ||||||
Weighted-average grant price | $ 87.64 | ||||||
Expiration period | 7 years | ||||||
Stock options grant date fair value | $ 26 | ||||||
Stock Options | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 12 months | ||||||
Stock Options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 48 months | ||||||
Performance Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units issued | 431,430 | 626,400 | |||||
Grant date fair value | $ 37 | ||||||
PSU payout percentage | 200.00% | ||||||
Number of trading days | 30 days | ||||||
Units paid in period | 570,056 | ||||||
Cash payout | $ 98 | ||||||
Performance Share Units (PSUs) | Retention Grant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units issued | 184,875 | ||||||
PSU payout percentage | 125.00% | ||||||
Number of trading days | 30 days | ||||||
Units paid in period | 169,272 | ||||||
Cash payout | $ 20 | ||||||
Performance Deferred Share Units (PDSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units issued | 12,694 | ||||||
Grant date fair value | $ 1 | ||||||
Number of additional PDSUs that can be granted as a % of original units granted | 25.00% | 25.00% | |||||
PSUs and PDSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Deferred Share Units (DSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 36 months | ||||||
Units issued | 62,157 | ||||||
Grant date fair value | $ 6 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumptions (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2021CAD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected option life (years) | 4 years 9 months |
Risk-free interest rate | 0.53% |
Expected stock price volatility | 27.14% |
Expected annual dividends per share | $ | $ 0.760 |
Expected forfeiture rate | 2.61% |
Weighted-average grant date fair value per option granted during the period | $ / shares | $ 19.05 |
Contingencies - Legal Proceedin
Contingencies - Legal Proceedings (Details) - 9 months ended Sep. 30, 2021 - Lac-Megantic Rail Accident $ in Millions, $ in Millions | CAD ($)claim | USD ($)claim |
Claimed derailment damages | ||
Other Commitments [Line Items] | ||
Amount of fund to be distributed | $ 440 | |
Quebec Minister of Sustainable Development, Environment, Wildlife and Parks | ||
Other Commitments [Line Items] | ||
Value of damages sought | 95 | |
Attorney General of Quebec | ||
Other Commitments [Line Items] | ||
Value of damages sought | 315 | |
Initial value of damages sought | 409 | |
Initial Subrogated Insurers | Subrogated insurance claim | ||
Other Commitments [Line Items] | ||
Value of damages sought | 15 | |
Initial value of damages sought | $ 16 | |
Number of subrogated insurer claims | claim | 8 | 8 |
Additional Subrogated Insurers | Subrogated insurance claim | ||
Other Commitments [Line Items] | ||
Value of damages sought | $ 3 | |
Number of subrogated insurer claims | claim | 2 | 2 |
Class Action Plaintiffs | ||
Other Commitments [Line Items] | ||
Value of damages sought | $ 5 | |
Number of plaintiffs | claim | 48 | 48 |
MMAR Estate Representative | Damages for loss in business value | ||
Other Commitments [Line Items] | ||
Value of damages sought | $ 30 | |
WD Trustee | Damaged rail cars and lost crude recovery | ||
Other Commitments [Line Items] | ||
Value of damages sought | 6 | |
WD Trustee | Reimbursement for settlement paid by consignor | ||
Other Commitments [Line Items] | ||
Value of damages sought | 110 | |
WD Trustee | Reimbursement for settlement paid by consignee | ||
Other Commitments [Line Items] | ||
Value of damages sought | $ 60 |
Contingencies - Environmental L
Contingencies - Environmental Liabilities (Details) - CAD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Site Contingency [Line Items] | |||||
Total amount provided for provisions for environmental remediation costs | $ 82 | $ 82 | $ 80 | ||
Term for expected payments to be made | 10 years | ||||
Purchased services and other | |||||
Site Contingency [Line Items] | |||||
Environmental remediation expense | $ 2 | $ 2 | $ 6 | $ 6 |