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Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
In millions
Maturity
US$ denominated
amount		As at December 31,20232022
Notes and debentures (1)
Canadian National series:
7.63%
30-year debentures
May 15, 2023
US$— $— $203 
2.95%
10-year notes (2)
Nov 21, 2024
US$350 464 474 
2.80%
10-year notes (2)
Sep 22, 2025
 350 350 
2.75%
10-year notes (2)
Mar 1, 2026
US$500 662 678 
6.90%
30-year notes (2)
Jul 15, 2028
US$475 629 644 
3.20%
10-year notes (2)
Jul 31, 2028
350 350 
3.00%
10-year notes (2)
Feb 8, 2029
350 350 
4.15%
7-year notes (2)
May 10, 2030
550 — 
7.38%
30-year debentures (2)
Oct 15, 2031
US$200 265 271 
3.85%
10-year notes (2)
Aug 5, 2032
US$800 1,059 1,084 
4.40%
10-year notes (2)
May 10, 2033
400 — 
5.85%
10-year notes (2)
Nov 1, 2033
US$300 397 — 
6.25%
30-year notes (2)
Aug 1, 2034
US$500 662 678 
6.20%
30-year notes (2)
Jun 1, 2036
US$450 596 610 
6.71%
Puttable Reset Securities PURSSM (2)
Jul 15, 2036
US$250 331 339 
6.38%
30-year debentures (2)
Nov 15, 2037
US$300 397 407 
3.50%
30-year notes (2)
Nov 15, 2042
US$250 331 339 
4.50%
30-year notes (2)
Nov 7, 2043
US$250 331 339 
3.95%
30-year notes (2)
Sep 22, 2045
400 400 
3.20%
30-year notes (2)
Aug 2, 2046
US$650 861 881 
3.60%
30-year notes (2)
Aug 1, 2047
500 500 
3.65%
30-year notes (2)
Feb 3, 2048
US$600 795 813 
3.60%
30-year notes (2)
Jul 31, 2048
450 450 
4.45%
30-year notes (2)
Jan 20, 2049
US$650 861 881 
3.60%
30-year notes (2)
Feb 8, 2049
450 450 
3.05%
30-year notes (2)
Feb 8, 2050
450 450 
2.45%
30-year notes (2)
May 1, 2050
US$600 795 813 
4.40%
30-year notes (2)
Aug 5, 2052
US$700 927 949 
4.70%
30-year notes (2)
May 10, 2053
800 — 
6.13%
30-year notes (2)
Nov 1, 2053
US$300 397 — 
4.00%
50-year notes (2)
Sep 22, 2065
100 100 
Illinois Central series:
7.70%
100-year debentures
Sep 15, 2096
US$125 165 169 
BC Rail series:
Non-interest bearing 90-year subordinated notes (3)
Jul 14, 2094
842 842 
Total notes and debentures16,917 14,814 
Other
Commercial paper1,801 805 
Finance leases38 10 
Equipment loans and other (4)
715 779 
Total debt, gross19,471 16,408 
Net unamortized discount and debt issuance costs (3)
(998)(979)
Total debt (5)
18,473 15,429 
Less: Current portion of long-term debt2,340 1,057 
Total long-term debt$16,133 $14,372 
(1)The Company's notes and debentures are unsecured.
(2)The fixed rate debt securities are redeemable, in whole or in part, at the option of the Company, at any time, at the greater of par and a formula price based on interest rates prevailing at the time of redemption.
(3)As at December 31, 2023, these notes were recorded as a discounted debt of $15 million (2022 - $15 million) using an imputed interest rate of 5.75% (2022 - 5.75%). The discount of $827 million (2022 - $827 million) is included in Net unamortized discount and debt issuance costs.
(4)Includes $677 million (2022 - $734 million) of equipment loans under the non-revolving credit facility. Also included is $38 million (2022 - $45 million) of other equipment loans payable monthly at a weighted average interest rate of 2.11% (2022 - 2.12%).
(5)See Note 23 – Financial instruments for the fair value of debt.
Notes and debentures
For the year ended December 31, 2023, the Company issued and repaid the following:
•On November 1, 2023, issuance of US$300 million ($416 million) 5.85% Notes due 2033 and US$300 million ($416 million) 6.13% Notes due 2053, in the U.S. capital markets, which resulted in total net proceeds of $824 million;
•On May 15, 2023, repayment of US$150 million ($203 million) 7.63% Notes due 2023 upon maturity; and
•On May 10, 2023, issuance of $550 million 4.15% Notes due 2030, $400 million 4.40% Notes due 2033 and $800 million 4.70% Notes due 2053 in the Canadian capital markets, which resulted in total net proceeds of $1,730 million.

For the year ended December 31, 2022, the Company issued and repaid the following:
•On November 15, 2022, repayment of US$250 million ($332 million) 2.25% Notes due 2022 upon maturity; and
•On August 5, 2022, issuance of US$800 million ($1,028 million) 3.85% Notes due 2032 and US$700 million ($900 million) 4.40% Notes due 2052, in the U.S capital markets, which resulted in total net proceeds of $1,901 million.

Revolving credit facilities
The Company has unsecured revolving credit facilities with a consortium of lenders. The unsecured credit facility of $2.5 billion is available for general corporate purposes and backstopping the Company's commercial paper programs. The facility consists of two tranches of $1.25 billion and was amended on March 17, 2023 to extend its tenor by one year to March 31, 2026 and March 31, 2028. This revolving credit facility agreement is structured as a sustainability linked loan whereby its applicable margins are adjusted up or down based on the Company's performance under certain sustainability targets. The unsecured credit facility of $1.0 billion is available for general corporate purposes and was amended on March 17, 2023 to extend its tenor by one year to March 17, 2025. Both credit facilities provide borrowings at various benchmark interest rates, such as SOFR and CDOR, plus applicable margins, based on CN's credit ratings. The facilities were also amended in March 2023 to include fallback language that addresses the cessation of CDOR and adoption of CORRA as the alternative benchmark.

Subject to the consent of the individual lenders, the Company has the option to increase the revolving credit facilities by an additional $500 million each during its term and to request an extension of the $2.5 billion credit facility once a year to maintain the tenors of three year and five year of the respective tranches.

As at December 31, 2023 and 2022, the Company had no outstanding borrowings under these revolving credit facilities and there were no draws in 2023 and 2022.

Both revolving credit facility agreements have one financial covenant, which limits debt as a percentage of total capitalization. The Company was in compliance as at December 31, 2023.

Equipment loans
The Company has various secured non-revolving term loan credit facilities for financing or refinancing the purchase of equipment. The equipment loans made under the non-revolving credit facilities have a tenor at inception varying from 15 to 20 years and are secured by rolling stock.

On March 31, 2023, the Company entered into new loan supplements to the existing agreement for an additional principal amount of US$304 million, which is available to be drawn, in Canadian or U.S. dollars, through March 31, 2024. On November 3, 2023, the Company entered into a new term loan facility for a principal amount of $366 million, which is available to be drawn through November 4, 2024. Borrowings under the non-revolving term loan facilities are provided at SOFR and/or CDOR, plus applicable margins. On March 31, 2023, outstanding loans referencing LIBOR, were transitioned to SOFR. The facilities also include fallback language that addressed the cessation of CDOR and adoption of CORRA as the alternative benchmark. The Company made no draws under these facilities in 2023.

In 2023, the Company repaid $41 million (2022 - $40 million) of its equipment loans. As at December 31, 2023, the Company had outstanding borrowings of $677 million (2022 - $734 million), at a weighted-average interest rate of 6.09% (2022 - 5.22%), and had $769 million (2022 - $nil) available to be drawn under these facilities.
Commercial paper
The Company has a commercial paper program in Canada and in the U.S. Both programs are backstopped by the Company's revolving credit facility. The maximum aggregate principal amount of commercial paper that can be issued is $2.5 billion, or the US dollar equivalent, on a combined basis.

As at December 31, 2023 and 2022, the Company had total commercial paper borrowings of US$1,360 million ($1,801 million) and US$594 million ($805 million), respectively, at a weighted-average interest rate of 5.63% and 4.27%, respectively, presented in Current portion of long-term debt on the Consolidated Balance Sheets.

In millionsYear ended December 31,202320222021
Commercial paper with maturities less than 90 days
Issuance$13,767 $11,799 $5,254 
Repayment(13,090)(11,087)(5,289)
Change in commercial paper with maturities less than 90 days, net$677 $712 $(35)
Commercial paper with maturities of 90 days or greater
Issuance$1,871 $440 $353 
Repayment(1,640)(589)(252)
Change in commercial paper with maturities of 90 days or greater, net$231 $(149)$101 
Change in commercial paper, net$908 $563 $66 

Accounts receivable securitization program
The Company has an agreement to sell an undivided co-ownership interest in a revolving pool of accounts receivable to unrelated trusts for maximum cash proceeds of $450 million. On January 19, 2023, the Company extended the term of its agreement by one year to February 1, 2025. The Company has retained the responsibility for servicing, administering and collecting the receivables sold. The average servicing period is approximately one month and the interest on borrowings under the accounts receivable securitization program is renewed based on commercial paper rates then in effect or SOFR or CDOR if the commercial paper market is inaccessible and includes fallback language that allows for the succession of CDOR to an alternative rate consistent with market convention.

As at December 31, 2023, and 2022, the Company had no outstanding borrowings under the accounts receivable securitization program. The Company had no proceeds received and no repayments in 2023, 2022 and 2021.

Bilateral letter of credit facilities
The Company has a series of committed and uncommitted bilateral letter of credit facility agreements. On March 17, 2023, the Company extended the maturity date of its committed bilateral letter of credit facility agreements to April 28, 2026. The agreements are held with various banks to support the Company's requirements to post letters of credit in the ordinary course of business. Under these agreements, the Company has the option from time to time to pledge collateral in the form of cash or cash equivalents, for a minimum term of one month, equal to at least the face value of the letters of credit issued.

As at December 31, 2023, the Company had outstanding letters of credit of $337 million (2022 - $396 million) under the committed facilities from a total available amount of $361 million (2022 - $470 million) and $152 million (2022 - $100 million) under the uncommitted facilities.

As at December 31, 2023, included in Restricted cash and cash equivalents was $339 million (2022 - $397 million) pledged as collateral under the committed bilateral letter of credit facilities, $100 million (2022 - $100 million) pledged as collateral under the uncommitted bilateral letter of credit facilities, and $10 million (2022 - $9 million) held in escrow.
Debt maturities

In millions
Debt (1)
2024$2,309 
2025383 
2026695 
202734 
20281,014 
2029 & thereafter14,000 
Total18,435 
Finance lease liabilities (2)
38 
Total debt$18,473 
(1)    Presented net of unamortized discounts and debt issuance costs.
(2)     See Note 13 – Leases for maturities of finance lease liabilities.

Amount of US dollar-denominated debt

In millionsAs at December 31,20232022
Notes and debenturesUS$8,250 US$7,800 
Commercial paper1,360 594 
Finance lease liabilities27 7 
Equipment loans and other 540 574 
Total amount of US dollar-denominated debt in US$US$10,177 US$8,975 
Total amount of US dollar-denominated debt in C$$13,477 $12,165