A TRUE BACKBONE OF THE
ECONOMY
2 0 1 2 a n n u a l r e p o r t
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
www.cn.ca
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Contents
1 A message from the Chairman
2 A message from Claude Mongeau
4 A true backbone of the economy:
Innovation that fosters prosperity
6 Board of Directors
7 Financial Section (U.S. GAAP)
87 Corporate Governance – Delivering Responsibly
88 Shareholder and Investor Information
Except where otherwise
indicated, all financial
information reflected in
this document is expressed
in Canadian dollars and
determined on the basis
of United States gener-
ally accepted accounting
principles (U.S. GAAP).
Certain information included in this annual report constitutes “forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws. CN cautions that, by
their nature, these forward-looking statements involve risks, uncertainties and assumptions. The Company cautions that
its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable
at the time they were made, subject to greater uncertainty.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks,
uncertainties and other factors which may cause the actual results or performance of the Company or the rail industry to
be materially different from the outlook or any future results or performance implied by such statements. Important risk
factors that could affect the forward-looking statements include, but are not limited to, the effects of general economic
and business conditions, industry competition, inflation, currency and interest rate fluctuations, changes in fuel prices,
legislative and/or regulatory developments, compliance with environmental laws and regulations, actions by regulators,
various events which could disrupt operations, including natural events such as severe weather, droughts, floods and
earthquakes, labor negotiations and disruptions, environmental claims, uncertainties of investigations, proceedings or
other types of claims and litigation, risks and liabilities arising from derailments, and other risks detailed from time to time
in reports filed by CN with securities regulators in Canada and the United States. Reference should be made to “Manage-
ment’s Discussion and Analysis” in CN’s annual and interim reports, Annual Information Form and Form 40-F filed with
Canadian and U.S. securities regulators, available on CN’s website (www.cn.ca), for a summary of major risks.
CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circum-
stances, or changes in beliefs, unless required by applicable Canadian securities laws. In the event CN does update any
forward-looking statement, no inference should be made that CN will make additional updates with respect to that state-
ment, related matters, or any other forward-looking statement.
As used herein, the word “Company” or “CN” means, as the context requires, Canadian National Railway Company and/
or its subsidiaries.
This annual report is printed
on 100 % post-consumer paper.
A message from the Chairman
Dear fellow shareholders When I look at CN’s performance in 2012, I see a
Company that is on top of its game. A Company that continues to deliver value to our
customers by reaching out to improve our service in unprecedented ways.
Claude Mongeau and his very skilled Leadership Team continue to develop and
maintain a positive culture. This enables all employees to work and flourish, in a way
that best ensures CN will continue to grow and prosper in the future.
“ We strived to
create value for
our customers
and help them
win in markets in
North America
and throughout
the world.”
The Company’s 2012 results demonstrate that CN management
delivered some of the best performance in the railroad’s history. We
strived to create value for our customers and help them win in markets in
North America and throughout the world.
CN is very aware of the importance of transporting goods in an
environmentally sustainable manner. The company for the fourth straight
year was named to the Dow Jones Sustainability Index.
The railroad continues to run efficiently and safely. CN is very committed
to improving both efficiency and safety. This is something we will never
take for granted.
CN’s Board has been very focused on Board Renewal as several Directors
will retire in the next few years. The Board has developed and implemented a succession
plan for the Board that will see a number of new Board members being nominated in
the next two years.
The Company is in great condition from every perspective.
The Board remains committed to ensuring the Company is well positioned to
continue to deliver both customer and shareholder value for many years to come.
Sincerely,
David McLean, O.B.C., LL.D.
Chairman of the Board
Canadian National Railway Company
2012 Annual Report 1
A message from Claude Mongeau
A TRUE
BACKBONE
OF THE
ECONOMY
Dear fellow shareholders What do we do for an encore? That’s the type of question
we frequently get asked at CN.
Our answer is simple: continue our remarkable transformational journey with the
same sense of urgency and commitment we’ve displayed since our privatization in 1995.
In 2012, we continued to build on our strengths and address areas where we need to
improve. And our results reflect how well we’ve met the challenges we were compelled
to face and those we set for ourselves.
We’ve been able to grow faster than the global and North American economies,
increasing our revenues by 10 per cent over 2011. Thanks to our outstanding team of
railroaders and our focus on Operational and Service Excellence, we were able to grow
the business and attain an operating ratio of 62.9 per cent, thereby increasing earnings
by a full 16 per cent on an adjusted basis compared to the year before, while generating
free cash flow of $1,006 million in 2012. And best of all, we improved our safety
performance, including CN’s lowest Transportation Safety Board of Canada main-track
accident ratio on record.
By growing the business and delivering solid financial results, CN has reinforced its
role as a true backbone of the economy and a key part of the solution in fostering
the prosperity of the North American markets we serve. CN handles approximately
$250 billion in goods in a year and more than 300 million tons of cargo, serving exporters,
importers, retailers, farmers and touching the lives of millions of people
every day. With a true transcontinental rail network extending from
Halifax on the east coast of Canada to Vancouver and Prince Rupert
on the west coast, and all the way down the heartland of the United
States through Chicago and Memphis and to the Gulf Coast, CN has
a resource-rich, manufacturing-intensive franchise, that reaches 75 per
cent of consumers across North America.
“ ...CN has a
resource-rich,
manufacturing-
intensive fran-
chise, that reaches
75 per cent of
consumers across
North America.”
2
2012 Annual Report
Canadian National Railway Company
CN makes its customers more competitive
Of all the innovative services and products that CN has
initiated over the years, perhaps none can be more impactful
than those that flow from our bold agenda of supply chain
collaboration. We are an engine of supply chain capability
that helps grow markets, and ultimately helps our customers
succeed. We know that the next great step in expanding our
role as a backbone of the economy is to look at what we offer
customers not just as a great railroad but from end to end,
with a view to improving efficiency for the entire process.
“ ...better end-to-
end service for
our customers
so that we can
help them
become more
competitive.”
It’s really a new paradigm, driving end-to-end service for the benefit of those that are
using our supply chain. And the key word is collaboration. We galvanize all the players
in a supply chain to move away from a silo mentality, to daily engagement, information
sharing, problem solving, and execution, and it’s driving exceptional results. Supply Chain
Agreements with ports, terminal operators and customers are used to measure success
as a team, not just as the individual components of the supply chain.
CN gets products to market faster and more reliably
CN has long been an indispensable transportation supplier for many key sectors in North
America, from grain and forest products to chemicals and the automotive sector, moving
raw materials and finished products to market. With some of the best transit times in
the North American railroad industry, and serving ports on both Canadian coasts that are
closest to key Asian and European destinations, we can help our customers win in the
markets where they compete.
But to play our role as a true backbone, we’ve been going beyond hub-to-hub speed
and reliability, to focus on the first and last miles of our service. That includes better
car order fulfilment and better switch window compliance for merchandise traffic, and
better spotting reliability for grain. It also includes improving how we communicate with
customers about what’s coming at them or advising them promptly if we can’t deliver as
scheduled. It’s an intense focus on every detail of the receiving and origination part of our
journey, with one outcome in mind: better end-to-end service for our customers so that
we can help make them become more competitive.
What will CN do for an encore in 2013? Well, we’ll continue to innovate… continue
to improve safety and drive better service and efficiency… and continue to compete as
if we still had everything to prove. We are determined to keep delivering because we are
committed to ensuring that CN’s transformation journey continues.
Claude Mongeau
President and CEO
Canadian National Railway Company
2012 Annual Report 3
INNOVATION THAT FOSTERS PROSPERITY
A TRUE BACKBONE OF THE ECONOMY:
Grain: from innovation in the supply
the farmers’ product to market. From
chain to cereal at the breakfast table
moving the fertilizers that help grow
CN has been moving record volumes
the crops to delivering the grain
of grain for the last three years
destined for overseas markets or for
since initiating our new scheduled
North American processors, CN’s
grain model in 2010. Not long ago,
role enables this sector to thrive and
we were measuring our spotting of
feed people around the world. It’s
cars on the week; now we measure
something to think about as you have
ourselves to the day, and in 2012
your breakfast cereal in the morning
we achieved 82 per cent, while
and grain-fed poultry for dinner.
we spotted 7 per cent more cars
than in 2011. This demonstrates
Opening new markets for crude oil
that when we work together with
CN is playing an increasing role in the
the other players, looking at the
energy sector, in traditional and non-
supply chain from end to end, we
traditional areas. We started to test
can achieve surprising results. We
the transportation of crude oils of
have seen some reasonably good
various types to markets in Canada
crops, especially in Canada, but the
and the U.S. in 2010. In 2011, CN
supply chain collaboration and the
moved approximately 5,000 carloads
innovation that CN has brought to
of crude. In 2012, CN moved more
the table is allowing the company, in
than 30,000 carloads to various North
partnership with the grain elevators
American markets, and believes it has
at the ports and the countryside grain
the potential to double this business
shippers, to increase the throughput
in 2013. Our unique network reach
capability of the system, to levels that
gives crude producers and marketers
a few years ago would not have been
access to places not well served by
thought possible.
pipelines today, including markets
The end-to-end visibility and the
on the U.S. Gulf Coast, in the U.S.
daily engagement that occurs on
Midwest, California, or into Eastern
the ground, every day between CN,
and Western Canada. CN connects
terminal operators and the grain
heavy oil in northern Alberta as well
companies, is translating into greater
as Bakken light crude with existing
success for all of us, getting more of
and new markets.
4
2012 Annual Report
Canadian National Railway Company
Rail is a safe and environmentally
operators in Canada and significant
friendly transportation mode that
improvements in end-to-end service
is complementary to pipelines for
have also generated major growth.
the shipping of crude. It opens new
West Coast volumes have increased
markets and provides significant
65 per cent over the past three
flexibility now and in the future to
years, well beyond the growth of the
energy suppliers across our network.
economy. The quality of our transit
Once you’re on the rail network
time, the focus on container dwell,
you’re not tied down, so you can
our system of collaboration and our
ship to the most profitable market
daily engagement have allowed us to
of the moment. Shipping oil with
attract more business. For example,
CN is scalable, giving customers
with our terminal partners, container
the flexibility to start small and in-
dwell time on the West Coast was
crease volumes
incrementally as
reduced by 15 per cent in 2012 and
required. And because
in most
we have dramatically improved end-
cases rail projects use existing track
to-end reliability. Our approach and
and roadway infrastructure, long-
the cooperation we establish when
term capital is not required to start
we talk to shipping lines and terminal
shipping the product on rail. CN
operators add up to progress on the
sees continued opportunities for
ground every day, for the benefit of
growth in its crude oil business, by
all those involved.
continuing to supplement existing
and new pipelines and thereby help
bolster the energy sector’s potential.
Whether it’s Intermodal or a wide
range of commodities and streams
Intermodal: pushing the frontier
of business, we serve customers
Intermodal growth is being fuelled by
today
in a different way, with
trade with China and Asia, where the
different
service outcomes and
CN advantage through Prince Rupert
meaningful commercial benefits.
and CN’s service for Vancouver are
Whether it’s service or efficiency,
resulting in record numbers. But that’s
CN’s contribution to its customers’
only part of the story. Agreements
success continues to reinforce its role
with all major ports and terminal
as a true backbone of the economy.
Canadian National Railway Company
2012 Annual Report 5
Board of Directors As at February 19, 2013
David G.A. McLean, O.B.C., LL.D.
Chairman of the Board
Canadian National Railway Company
Chairman of the Board
The McLean Group
Committees: 2, 3, 4, 6, 7, 8
Donald J. Carty, O.C., LL.D.
Retired Chairman and CEO
American Airlines and
Retired Vice-Chairman
Dell, Inc.
Committees: 1, 2, 3, 7
Claude Mongeau
President and
Chief Executive Officer
Canadian National Railway Company
Committees: 4*, 7
Michael R. Armellino, CFA
Retired Partner
The Goldman Sachs Group, LP
Committees: 2, 3*, 5, 6, 7, 8
A. Charles Baillie, O.C., LL.D.
Former Chairman and
Chief Executive Officer
The Toronto-Dominion Bank
Committees: 2*, 3, 6, 7, 8
Hugh J. Bolton, FCA
Chairman of the Board
EPCOR Utilities Inc.
Committees: 1, 5, 6, 7*, 8
Ambassador Gordon D. Giffin
Senior Partner
McKenna Long & Aldridge
Committees: 2, 4, 5, 7, 8
Edith E. Holiday
Corporate Director and Trustee
Former General Counsel
United States Treasury
Department
Secretary of the Cabinet
The White House
Committees: 2, 3, 6, 7, 8
V. Maureen Kempston Darkes,
O.C., D.Comm., LL.D.
Retired Group Vice-President
General Motors Corporation
and President
GM Latin America, Africa
and Middle East
Committees: 1, 5*, 6, 7, 8
The Honourable
Denis Losier, C.M., P.C., LL.D.
President and
Chief Executive Officer
Assumption Life
Committees: 1*, 4, 5, 6, 7
The Honourable
Edward C. Lumley, P.C., LL.D.
Vice-Chairman
BMO Capital Markets
Committees: 2, 3, 6, 7, 8*
James E. O’Connor
Former Chairman and
Chief Executive Officer
Republic Services Inc.
Committees: 1, 2, 5, 7
Robert Pace
President and
Chief Executive Officer
The Pace Group
Committees: 1, 3, 6*, 7, 8
Directors Emeritus
Purdy Crawford
J.V. Raymond Cyr
James K. Gray
Cedric Ritchie
Committees:
1 Audit
2 Finance
3 Corporate governance
and nominating
4 Donations and
sponsorships
5 Environment, safety
and security
6 Human resources and
compensation
7 Strategic planning
8 Investment
* denotes chairman of
the committee
Chairman of the Board and Select Senior Officers of the Company As at February 19, 2013
David G.A. Mc Lean
Chairman of the Board
Claude Mongeau
President and
Chief Executive Officer
Sean Finn
Executive Vice-President
Corporate Services and
Chief Legal Officer
Mike Cory
Senior Vice-President
Western Region
Kimberly A. Madigan
Vice-President
Human Resources
Luc Jobin
Executive Vice-President and
Chief Financial Officer
Sameh Fahmy
Senior Vice-President
Engineering, Mechanical and
Supply Management
Janet Drysdale
Vice-President
Investor Relations
Jean-Jacques Ruest
Executive Vice-President and
Chief Marketing Officer
Jeff Liepelt
Senior Vice-President
Eastern Region
Russell Hiscock
President and
Chief Executive Officer
CN Investment Division
Jim Vena
Executive Vice-President and
Chief Operating Officer
6
2012 Annual Report
Canadian National Railway Company
Financial Section
(U.S. GAAP)
Contents
8 Selected Railroad Statistics
9 Management’s Discussion and Analysis
50 Management’s Report on Internal Control over Financial Reporting
50 Report of Independent Registered Public Accounting Firm
51 Report of Independent Registered Public Accounting Firm
52 Consolidated Statement of Income
53 Consolidated Statement of Comprehensive Income
54 Consolidated Balance Sheet
55 Consolidated Statement of Changes in Shareholders’ Equity
56 Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
57 1 Summary of significant accounting policies
59 2 Accounting changes
59 3 Accounts receivable
60 4 Properties
62 5 Intangible and other assets
62 6 Accounts payable and other
62 7 Other liabilities and deferred credits
63 8 Long-term debt
65 9 Capital stock
65 10 Stock plans
70 11 Pensions and other postretirement benefits
76 12 Other income
77 13 Income taxes
78 14 Segmented information
79 15 Earnings per share
79 16 Major commitments and contingencies
84 17 Financial instruments
86 18 Accumulated other comprehensive loss
Canadian National Railway Company
2012 Annual Report 7
Selected Railroad Statistics
Statistical operating data
Rail freight revenues ($ millions)
Gross ton miles (GTM) (millions)
Revenue ton miles (RTM) (millions)
Carloads (thousands)
Route miles (includes Canada and the U.S.) (1)
Employees (end of year)
Employees (average for the year)
Productivity
Operating ratio (%)
Rail freight revenue per RTM (cents)
Rail freight revenue per carload ($)
Operating expenses per GTM (cents)
Labor and fringe benefits expense per GTM (cents)
GTMs per average number of employees (thousands)
Diesel fuel consumed (US gallons in millions)
Average fuel price ($/US gallon)
GTMs per US gallon of fuel consumed
Safety indicators
Injury frequency rate per 200,000 person hours (2)
Accident rate per million train miles (2)
(1) Rounded to the nearest hundred miles.
(2) Based on Federal Railroad Administration (FRA) reporting criteria.
Year ended December 31,
2012
2011
2010
8,938
8,111
7,417
383,754
357,927
341,219
201,496
187,753
179,232
5,059
4,873
4,696
20,100
20,000
20,600
23,430
23,339
22,444
23,466
23,079
22,055
62.9
4.44
63.5
4.32
63.6
4.14
1,767
1,664
1,579
1.62
0.51
1.60
0.51
1.55
0.51
16,354
15,509
15,471
388.7
367.7
355.7
3.47
987
1.31
2.10
3.39
973
1.55
2.25
2.64
959
1.72
2.23
Certain of the 2011 and 2010 comparative figures have been restated to conform with the 2012 presentation. Such statistical data and related productivity measures are based on estimated
data available at such time and are subject to change as more complete information becomes available.
8
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Management’s discussion and analysis (MD&A) relates to the financial position and results of operations of Canadian National Railway
Company, together with its wholly-owned subsidiaries, collectively “CN” or “the Company.” Canadian National Railway Company’s common
shares are listed on the Toronto and New York stock exchanges. Except where otherwise indicated, all financial information reflected herein
is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles (U.S. GAAP). The
Company’s objective is to provide meaningful and relevant information reflecting the Company’s financial position and results of operations.
In certain instances, the Company may make reference to certain non-GAAP measures that, from management’s perspective, are useful
measures of performance. The reader is advised to read all information provided in the MD&A in conjunction with the Company’s 2012
Annual Consolidated Financial Statements and Notes thereto.
Business profile
Strategy overview
CN is engaged in the rail and related transportation business. CN’s
CN’s focus is on running a safe and efficient railroad. While
network of approximately 20,100 route miles of track spans
remaining at the forefront of the rail industry, CN’s goal is to be
Canada and mid-America, connecting three coasts: the Atlantic,
internationally regarded as one of the best-performing transpor-
the Pacific and the Gulf of Mexico. CN’s extensive network, and its
tation companies.
co-production arrangements, routing protocols, marketing alli-
CN’s commitment is to create value for both its customers and
ances, and interline agreements, provide CN customers access to
shareholders. By deepening customer engagement, leveraging
all three North American Free Trade Agreement (NAFTA) nations.
the strength of its franchise, and delivering operational and
CN’s freight revenues are derived from seven commodity
service excellence, the Company seeks to provide quality and
groups representing a diversified and balanced portfolio of goods
cost-effective service that creates value for its customers.
transported between a wide range of origins and destinations.
CN’s corporate goals are generally based on five key financial
This product and geographic diversity better positions the
performance targets: revenues, operating income, earnings per
Company to face economic fluctuations and enhances its poten-
share, free cash flow and return on invested capital, as well as var-
tial for growth opportunities. In 2012, no individual commodity
ious key operating and customer service metrics that the Company
group accounted for more than 20% of revenues. From a geo-
focuses on to measure efficiency, safety and quality of service. By
graphic standpoint, 17% of revenues relate to United States (U.S.)
striving for sustainable financial performance through profitable
domestic traffic, 29% transborder traffic, 22% Canadian domes-
growth, adequate free cash flow and return on invested capital, CN
tic traffic and 32% overseas traffic. The Company is the originat-
seeks to deliver increased shareholder value. For 2012, the
ing carrier for approximately 85% of traffic moving along its
Company’s Board of Directors approved share repurchase programs
network, which allows it both to capitalize on service advantages
funded mainly from cash generated from operations. The first share
and build on opportunities to efficiently use assets.
repurchase program, which was approved on October 24, 2011,
Corporate organization
allowed for the repurchase of up to 17.0 million common shares
between October 28, 2011 and October 27, 2012. The Company
The Company manages its rail operations in Canada and the U.S.
purchased a total of 16.7 million common shares under this share
as one business segment. Financial information reported at this
repurchase program. On October 22, 2012, the Company’s Board
level, such as revenues, operating income and cash flow from
of Directors approved a new share repurchase program, which
operations, is used by the Company’s corporate management in
allows for the repurchase of up to $1.4 billion in common shares,
evaluating financial and operational performance and allocating
not to exceed 18.0 million common shares, between October 29,
resources across CN’s network. The Company’s strategic initiatives,
2012 and October 28, 2013. Share repurchases are made pursuant
which drive its operational direction, are developed and managed
to a normal course issuer bid at prevailing market prices, plus bro-
centrally by corporate management and are communicated to its
kerage fees, or such other prices as may be permitted by the
regional activity centers (the Western Region, Eastern Region and
Toronto Stock Exchange. In addition, the Company’s Board of
Southern Region), whose role is to manage the day-to-day service
Directors approved an increase of 15% to the quarterly dividend to
requirements of their respective territories, control direct costs
common shareholders, from $0.375 in 2012 to $0.430 in 2013.
incurred locally, and execute the corporate strategy and operating
CN’s business model is anchored on five core principles: providing
plan established by corporate management.
quality service, controlling costs, focusing on asset utilization, commit-
See Note 14 – Segmented information to the Company’s 2012
ting to safety and sustainability, and developing people. Precision
Annual Consolidated Financial Statements for additional informa-
Railroading is at the core of CN’s business model. It is a highly disci-
tion on the Company’s corporate organization, as well as selected
plined process whereby CN handles individual rail shipments accord-
financial information by geographic area.
ing to a specific trip plan and manages all aspects of railroad
operations to meet customer commitments efficiently and profitably.
Precision Railroading demands discipline to execute the trip plan, the
relentless measurement of results, and the use of such results to
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 9
Management’s Discussion and Analysis
generate further execution improvements in the service provided to
equipped with distributed power capability, which allows the
customers. Precision Railroading aims to increase velocity, improve
Company to run longer, more efficient trains, particularly in cold
reliability, lower costs, enhance asset utilization and, ultimately, help
weather conditions, while improving train handling, reducing train
the Company to grow the top line. It has been a key contributor to
separations and improving the overall safety of operations. These
CN’s earnings growth and improved return on invested capital. The
initiatives, combined with CN’s investments in longer sidings over the
success of the business model is dependent on commercial principles
years, offer train-mile savings, allow for efficient long-train opera-
and a supportive regulatory environment, both of which are key to an
tions and reduce wear on rail and wheels. Yard throughput is being
effective rail transportation marketplace throughout North America.
improved through SmartYard, an innovative use of real-time traffic
information to sequence cars effectively and get them out on the
Providing quality service, controlling costs and focusing on
line more quickly in the face of constantly changing conditions. In
asset utilization
Engineering, the Company is continuously working to increase the
The basic driver of the Company’s business is demand for reliable,
productivity of its field forces, through better use of traffic informa-
efficient, and cost effective transportation. As such, the Company’s
tion and the optimization of work scheduling and as a result, better
focus is the pursuit of its long-term business plan, providing a high
management of its engineering forces on the track. The Company
level of service to customers, operating safely and efficiently, and
also intends to continue focusing on the reduction of accidents and
meeting short- and long-term financial commitments.
related costs, as well as costs for legal claims and health care.
In 2012, the Company benefited from a modest increase in North
CN’s capital expenditure programs support the Company’s com-
American industrial production, a significant increase in U.S. housing
mitment to its core principles and strategy and its ability to grow the
starts and moderate growth in U.S. automotive sales. In 2013, the
business profitably. In 2013, CN plans to invest approximately
Company expects North American industrial production to increase
$1.9 billion on capital programs, of which over $1.0 billion is tar-
by approximately 2%, U.S. housing starts to continue to increase
geted towards track infrastructure to continue operating a safe
significantly, and U.S. automotive sales to further increase modestly.
railway and improve the productivity and fluidity of the network;
Canadian grain production for the 2012/2013 crop year was slightly
and includes the replacement of rail, ties, and other track materials,
above the 5-year average whereas U.S. grain production for the
bridge improvements, as well as rail-line improvements for the
2012/2013 crop year was below the 5-year average. The Company
Elgin, Joliet and Eastern railway property. This amount also includes
expects Canadian and U.S. grain production for the 2013/2014 crop
funds for strategic initiatives and additional enhancements to the
year to be in-line with their respective 5-year averages.
track infrastructure in western and eastern Canada as well as in the
To meet its business plan objectives, the Company’s priority is to
U.S. In 2013, CN’s equipment capital expenditures are targeted to
grow the business at low incremental cost. The Company’s strategy
reach approximately $200 million, allowing the Company to tap
to pursue deeper customer engagement and service improvements
growth opportunities and improve the quality of the fleet. In order
is expected to continue to drive growth. Improvements are
to handle expected traffic increase and improve operational effi-
expected to come from several key thrusts including “first mile-last
ciency, CN took delivery in 2012 of 25 new high-horsepower loco-
mile” initiatives that improve customer service at origin and desti-
motives and 123 second-hand high-horsepower locomotives. In
nation, and a supply chain perspective that emphasizes collabora-
addition, CN expects to take delivery of 40 new high-horsepower
tion and better end-to-end service. The Company sees opportunities
locomotives and 37 second-hand high-horsepower locomotives
for growth across most markets, led by commodities related to oil
within the next 24 months. CN also expects to spend approximately
and gas, particularly crude oil; by overseas container traffic; by
$700 million on facilities to grow the business including transloads,
market share gains against truck in domestic intermodal; and a
distribution centers, the recently announced Joliet Intermodal
continued recovery in the U.S. lumber market. Longer term, the
Terminal in Illinois, and the completion of its Calgary Logistics Park
Company also expects continued growth in offshore export markets
project; on information technology to improve service and operat-
including metallurgical and thermal coal as well as potash.
ing efficiency; and on other projects to increase productivity.
To grow the business at low incremental cost and to operate
To meet short- and long-term financial commitments, the
efficiently and safely while maintaining a high level of customer
Company pursues a solid financial policy framework with the goal
service, the Company continues to invest in capital programs to
of maintaining a strong balance sheet by monitoring its credit
maintain a safe and fluid railway and pursue strategic initiatives to
ratios and preserving an investment-grade credit rating to be able
improve its franchise, as well as undertake productivity initiatives to
to maintain access to public financing. The Company’s principal
reduce costs and leverage its assets. Opportunities to improve pro-
source of liquidity is cash generated from operations, which can be
ductivity extend across all functions in the organization. Train pro-
supplemented by its commercial paper program to meet short-
ductivity is being improved through the acquisition of locomotives
term liquidity needs. The Company’s primary uses of funds are for
that are more fuel-efficient than the ones they replace, which will
working capital requirements, including income tax installments,
also improve service reliability for customers and reduce greenhouse
pension contributions, contractual obligations, capital expenditures
gas emissions. In addition, the Company’s locomotives are being
relating to track infrastructure and other, acquisitions, dividend
10
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
payouts, and the repurchase of shares through share buyback
Developing people
programs, when applicable. The Company sets priorities on its uses
CN’s ability to develop the best railroaders in the industry has been
of available funds based on short-term operational requirements,
a key contributor to the Company’s success. CN recognizes that
expenditures to continue to operate a safe railway and pursue
without the right people – no matter how good a service plan or
strategic initiatives, while also considering its long-term contractual
business model a company may have – it will not be able to fully
obligations and returning value to its shareholders.
execute. The Company is focused on recruiting the right people,
Delivering responsibly
developing employees with the right skills, motivating them to do
the right thing, and training them to be the future leaders of the
The Company’s commitment to safety is reflected in the wide
Company. In 2014, CN expects to open two new state-of-the-art
range of initiatives that CN is pursuing and in the size of its capital
training centres located in Winnipeg, Manitoba and suburban
programs. Comprehensive plans are in place to address safety,
Chicago, Illinois as part of a new revitalized company-wide training
security, employee well-being and environmental management.
program aimed at preparing railroaders to be highly skilled, safety
CN’s Safety Management Plan is the framework for putting safety
conscious and confident in their work environment. The Company
at the center of its day-to-day operations. This proactive plan is
continues to address changes in employee demographics that will
designed to minimize risk and drive continuous improvement in
span multiple years. The Human Resources and Compensation
the reduction of injuries and accidents, and engages employees at
Committee of the Board of Directors reviews the progress made in
all levels of the organization.
developing current and future leaders through the Company’s
The Company has made sustainability an integral part of its
leadership development programs. These programs and initiatives
business strategy by aligning its sustainability agenda with its
provide a solid platform for the assessment and development of
business model. As part of the Company’s comprehensive sustain-
the Company’s talent pool. The leadership development programs
ability action plan and to comply with the CN Environmental
are tightly integrated with the Company’s business strategy.
Policy, the Company engages in a number of initiatives, including
the use of fuel-efficient locomotives that reduce greenhouse gas
The forward-looking statements discussed in this MD&A are sub-
emissions; increasing operational and building efficiencies; invest-
ject to risks and uncertainties that could cause actual results or
ing in virtualization technologies, energy-efficient data centers
performance to differ materially from those expressed or implied
and recycling programs for information technology systems;
in such statements and are based on certain factors and assump-
reducing, recycling and reusing waste at its facilities and on its
tions which the Company considers reasonable, about events,
network; engaging in modal shift agreements that favor low emis-
developments, prospects and opportunities that may not materi-
sion transport services; and participating in the Carbon Disclosure
alize or that may be offset entirely or partially by other events and
Project to gain a more comprehensive view of its carbon footprint.
developments. See the section of this MD&A entitled Forward-
The CN Environmental Policy aims to minimize the impact of
looking statements for assumptions and risk factors affecting such
the Company’s activities on the environment. The Company strives
forward-looking statements.
to contribute to the protection of the environment by integrating
environmental priorities into the Company’s overall business plan
Impact of foreign currency translation on reported results
and through the specific monitoring and measurement of such
Although the Company conducts its business and reports its earn-
priorities against historical performance and in some cases, specific
ings in Canadian dollars, a large portion of revenues and expenses
targets. All employees must demonstrate commitment to the CN
is denominated in US dollars. As such, the Company’s results are
Environmental Policy at all times and it is the Environment, Safety
affected by exchange rate fluctuations.
and Security Committee of the Board of Directors that has the
Management’s discussion and analysis includes reference to
responsibility of overseeing this policy. This committee is composed
“constant currency,” which allows the financial results to be
of CN Directors and its responsibilities, powers and operation are
viewed without the impact of fluctuations in foreign exchange
further described in the charter of such committee, which is
rates, thereby facilitating period-to-period comparisons in the
included in the Company’s Corporate Governance Manual avail-
analysis of trends in business performance. Financial results at
able on CN’s website. Certain risk mitigation strategies, such as
constant currency are obtained by translating the current period
periodic audits, employee training programs and emergency plans
results denominated in US dollars at the foreign exchange rate of
and procedures, are in place to minimize the environmental risks to
the comparable period of the prior year. The average foreign
the Company. The CN Environmental Policy, the Company’s
exchange rate for the year ended December 31, 2012 was $1.00
Carbon Disclosure Project report, and the Corporate Citizenship
per US$1.00 compared to $0.99 per US$1.00 for 2011. Measures
Report “Delivering Responsibly” are available on CN’s website. In
at constant currency are considered non-GAAP measures and do
2012, the Company’s sustainability practices have earned it a place
not have any standardized meaning prescribed by GAAP and
on the Dow Jones Sustainability Index (DJSI) North America for the
therefore may not be comparable to similar measures presented
fourth year in a row and, for the first time, on the DJSI World Index.
by other companies.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 11
Management’s Discussion and Analysis
Forward-looking statements
Certain information included in this MD&A are “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and under Canadian securities laws. CN cautions that, by their nature, forward-looking statements involve
risks, uncertainties and assumptions. The Company cautions that its assumptions may not materialize and that current economic conditions
render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. These forward-looking state-
ments include, but are not limited to, statements with respect to growth opportunities; statements that the Company will benefit from
growth in North American and global economies; the anticipation that cash flow from operations and from various sources of financing will
be sufficient to meet debt repayments and future obligations in the foreseeable future; statements regarding future payments, including
income taxes and pension contributions; as well as the projected capital spending program. Forward-looking statements could further be
identified by the use of terminology such as the Company “believes,” “expects,” “anticipates” or other similar words.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and
other factors which may cause the actual results or performance of the Company or the rail industry to be materially different from the
outlook or any future results or performance implied by such statements. Key assumptions used in determining forward-looking information
are set forth below.
Forward-looking statements
Key assumptions or expectations
Statements relating to general economic
• North American and global economic growth
and business conditions, including those
• Long-term growth opportunities being less affected by current economic
referring to revenue growth opportunities
conditions
• Year-over-year carload growth
Statements relating to the Company’s ability
• North American and global economic growth
to meet debt repayments and future
• Adequate credit ratios
obligations in the foreseeable future, including
•
Investment grade credit rating
income tax payments, and capital spending
• Access to capital markets
• Adequate cash generated from operations
Statements relating to pension contributions
• Adequate cash generated from operations and other sources of financing
• Adequate long-term return on investment on pension plan assets
• Level of funding as determined by actuarial valuations, particularly
influenced by discount rates for funding purposes
Important risk factors that could affect the forward-looking statements include, but are not limited to, the effects of general economic and
business conditions; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regula-
tory developments; compliance with environmental laws and regulations; actions by regulators; various events which could disrupt opera-
tions, including natural events such as severe weather, droughts, floods and earthquakes; labor negotiations and disruptions; environmental
claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; and
other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the U.S. See the section of this MD&A
entitled Business risks for detailed information on major risk factors.
CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in
beliefs, unless required by applicable Canadian securities laws. In the event CN does update any forward-looking statement, no inference should
be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
Financial outlook
During the year, the Company issued and updated its financial outlook. The 2012 actual results are in line with the latest financial outlook
as disclosed by the Company.
12
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Financial and statistical highlights
$ in millions, except per share data, or unless otherwise indicated
2012
2011
2010
2012 vs. 2011
2011 vs. 2010
Change
Favorable/(Unfavorable)
Financial results
Revenues
Operating income
Net income (1) (2) (3)
Operating ratio
Basic earnings per share (1) (2) (3)
Diluted earnings per share (1) (2) (3)
Dividend declared per share
Financial position
Total assets
Total long-term liabilities
$ 9,920
$ 9,028
$ 8,297
$ 3,685
$ 3,296
$ 3,024
$ 2,680
$ 2,457
$ 2,104
10%
12%
9%
9%
9%
17%
62.9%
63.5%
63.6%
0.6-pts
0.1-pts
$
$
$
6.15
6.12
1.50
$
$
$
5.45
5.41
1.30
$
$
$
4.51
4.48
1.08
$ 26,659
$ 26,026
$ 25,206
$ 13,438
$ 13,631
$ 12,016
13%
13%
15%
2%
1%
2%
5%
1%
21%
21%
20%
3%
(13%)
5%
-
1%
Statistical operating data and productivity measures (4)
Employees (average for the year)
23,466
23,079
22,055
Gross ton miles (GTM) per average number of employees (thousands)
16,354
15,509
15,471
GTMs per US gallon of fuel consumed
987
973
959
(1) The 2012 figures include a gain on disposal of a segment of the Bala and a segment of the Oakville subdivisions of $281 million, or $252 million after-tax ($0.57 per basic or diluted share);
and a net income tax expense of $28 million ($0.06 per basic or diluted share) consisting of a $35 million income tax expense resulting from the enactment of higher provincial corporate
income tax rates that was partly offset by a $7 million income tax recovery resulting from the recapitalization of a foreign investment.
(2) The 2011 figures include gains on disposal of substantially all of the assets of IC RailMarine Terminal Company of $60 million, or $38 million after-tax ($0.08 per basic or diluted share)
and of a segment of the Kingston subdivision known as the Lakeshore East of $288 million, or $254 million after-tax ($0.55 per basic or diluted share). The 2011 figures also included a
net income tax expense of $40 million ($0.08 per basic or diluted share) resulting from the enactment of state corporate income tax rate changes and other legislated state tax revisions
and an income tax recovery of $11 million ($0.02 per basic or diluted share) relating to certain fuel costs attributed to various wholly-owned subsidiaries’ fuel consumption in prior periods.
(3) The 2010 figures include a gain on disposal of a portion of the property known as the Oakville subdivision of $152 million, or $131 million after-tax ($0.28 per basic or diluted share).
(4) Based on estimated data available at such time and subject to change as more complete information becomes available.
Financial results
2012 compared to 2011
In 2012, net income was $2,680 million, an increase of $223 mil-
Foreign exchange fluctuations continue to have an impact on
lion, or 9%, when compared to 2011, with diluted earnings per
the comparability of the results of operations. The fluctuation of
share increasing 13% to $6.12.
the Canadian dollar relative to the US dollar, which affects the
Included in the 2012 figures was a gain on disposal of a segment
conversion of the Company’s US dollar-denominated revenues
of the Bala and a segment of the Oakville subdivisions (collectively the
and expenses, has resulted in a positive impact to net income of
“Bala-Oakville”) of $281 million, or $252 million after-tax ($0.57 per
$11 million ($0.03 per basic or diluted share) in 2012.
basic or diluted share); and a net income tax expense of $28 million
Revenues for the year ended December 31, 2012 increased by
($0.06 per basic or diluted share) consisting of a $35 million income
$892 million, or 10%, to $9,920 million, mainly attributable to
tax expense resulting from the enactment of higher provincial corpo-
higher freight volumes, due in part to growth in North American
rate income tax rates that was partly offset by a $7 million income tax
and Asian economies, and the Company’s performance above
recovery resulting from the recapitalization of a foreign investment.
market conditions in a number of segments, as well as increased
Included in the 2011 figures were gains on disposal of substantially
volumes in the second quarter as a result of a labor disruption at a
all of the assets of IC RailMarine Terminal Company (“IC RailMarine”)
key competitor; freight rate increases; the impact of a higher fuel
of $60 million, or $38 million after-tax ($0.08 per basic or diluted
surcharge as a result of year-over-year increases in applicable fuel
share) and of a segment of the Kingston subdivision known as the
prices and higher volumes; and the positive translation impact of
Lakeshore East of $288 million, or $254 million after-tax ($0.55 per
the weaker Canadian dollar on US dollar-denominated revenues.
basic or diluted share). The 2011 figures also included a net income
Operating expenses for the year ended December 31, 2012
tax expense of $40 million ($0.08 per basic or diluted share) resulting
increased by $503 million, or 9%, to $6,235 million, mainly due
from the enactment of state corporate income tax rate changes and
to higher labor and fringe benefits expense, increased purchased
other legislated state tax revisions and an income tax recovery of
services and material expense, as well as increased fuel costs.
$11 million ($0.02 per basic or diluted share) relating to certain fuel
The operating ratio, defined as operating expenses as a per-
costs attributed to various wholly-owned subsidiaries’ fuel consump-
centage of revenues, was 62.9% in 2012, compared to 63.5% in
tion in prior periods.
2011, a 0.6-point improvement.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 13
Management’s Discussion and Analysis
Revenues
Petroleum and chemicals
In millions, unless otherwise indicated
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Rail freight revenues
$ 8,938
$ 8,111
10%
10%
Other revenues
Total revenues
982
917
7%
$ 9,920 $ 9,028
10%
6%
9%
Rail freight revenues
Petroleum and chemicals
$ 1,640 $ 1,420
15%
15%
Metals and minerals
1,133
1,006
13%
12%
Forest products
1,331
1,270
5%
4%
Coal
712
618
15%
15%
Grain and fertilizers
1,590
1,523
4%
4%
Intermodal
Automotive
1,994
1,790
11%
11%
538
484
11%
10%
Total rail freight revenues
$ 8,938 $ 8,111
10%
10%
Revenue ton miles (RTM)
(millions)
201,496
187,753
7%
Rail freight revenue/RTM
(cents)
Carloads
4.44
4.32
(thousands)
5,059
4,873
Rail freight revenue/carload
(dollars)
1,767
1,664
3%
4%
6%
7%
2%
4%
6%
Revenues for the year ended December 31, 2012 totaled
$9,920 million compared to $9,028 million in 2011. The increase
of $892 million, or 10%, was mainly attributable to higher freight
volumes, due in part to growth in North American and Asian
economies, and the Company’s performance above market condi-
tions in a number of segments, as well as increased volumes in the
second quarter as a result of a labor disruption at a key competi-
tor; freight rate increases; the impact of a higher fuel surcharge,
in the range of $140 million, as a result of year-over-year increases
in applicable fuel prices and higher volumes; and the positive
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 1,640 $ 1,420
15%
15%
RTMs (millions)
37,449
32,962
14%
14%
Revenue/RTM (cents)
4.38
4.31
2%
1%
The petroleum and chemicals commodity group comprises a wide
range of commodities, including chemicals, sulfur, plastics, petro-
leum products and liquefied petroleum gas products. The primary
markets for these commodities are within North America, and as
such, the performance of this commodity group is closely cor-
related with the North American economy. Most of the Company’s
petroleum and chemicals shipments originate in the Louisiana
petrochemical corridor between New Orleans and Baton Rouge;
in northern Alberta, which is a major center for natural gas feed-
stock and world-scale petrochemicals and plastics; and in eastern
Canadian regional plants. For the year ended December 31, 2012,
revenues for this commodity group increased by $220 million, or
15%, when compared to 2011. The increase was mainly due to
higher shipments of crude oil, propane, condensate, petroleum
lubricants, and asphalt; freight rate increases; a higher fuel sur-
charge; and the positive translation impact of a weaker Canadian
dollar. These gains were partly offset by lower volumes of molten
sulfur to the U.S. market and reduced shipments of gasoline and
diesel. Revenue per revenue ton mile increased by 2% in 2012,
mainly due to freight rate increases, a higher fuel surcharge and
the positive translation impact of a weaker Canadian dollar, partly
offset by a significant increase in the average length of haul.
Percentage of revenues
Carloads (thousands)
46%
Chemicals and plastics
Year ended December 31,
32%
Refined petroleum products
14% Crude and condensate
2010 549
2011 560
2012 594
translation impact of the weaker Canadian dollar on US dollar-
8% Sulfur
denominated revenues.
In 2012, revenue ton miles (RTM), measuring the relative
46%
32%
weight and distance of rail freight transported by the Company,
increased by 7% relative to 2011. Rail freight revenue per revenue
ton mile, a measurement of yield defined as revenue earned on
the movement of a ton of freight over one mile, increased by 3%
when compared to 2011, driven by freight rate increases, the
impact of a higher fuel surcharge, and the positive translation
impact of the weaker Canadian dollar. These factors were partly
offset by an increase in the average length of haul.
14%
8%
14
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Metals and minerals
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 1,133 $ 1,006
13%
12%
RTMs (millions)
20,236
18,899
Revenue/RTM (cents)
5.60
5.32
7%
5%
7%
4%
The metals and minerals com-
Forest products
modity group consists primarily
of non-ferrous base metals and
ores, concentrates, iron ore,
steel, construction materials,
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
machinery and dimensional
RTMs (millions)
(large) loads. The Company pro-
Revenue/RTM (cents)
29,674
29,336
4.49
4.33
Revenues (millions)
$ 1,331 $ 1,270
5%
1%
4%
4%
1%
3%
vides unique rail access to alu-
minum, mining, steel and iron
ore producing regions, which
are among the most important
in North America. This access,
coupled with the Company’s
transload and port facilities, has
made CN a leader in the trans-
portation of copper, lead, zinc,
concentrates, iron ore, refined
metals and aluminum. Mining,
oil and gas development and
non-residential construction are
the key drivers for metals and
minerals. For the year ended December 31, 2012, revenues for
this commodity group increased by $127 million, or 13%, when
compared to 2011. The increase was mainly due to greater ship-
ments of materials supporting oil and gas development, increased
volumes of machinery and dimensional loads, steel products, and
industrial materials; freight rate increases; a higher fuel surcharge;
and the positive translation impact of a weaker Canadian dollar.
These gains were partly offset by lower volumes of non-ferrous
metals and iron ore. Revenue per revenue ton mile increased by
5% in 2012, mainly due to freight rate increases, a higher fuel
surcharge, and the positive translation impact of a weaker
Canadian dollar, partly offset by an increase in the average length
of haul.
The forest products commodity group includes various types of
lumber, panels, paper, wood pulp and other fibers such as logs,
recycled paper, wood chips, and wood pellets. The Company has
extensive rail access to the western and eastern Canadian
fiber-producing regions, which are among the largest fiber source
areas in North America. In the U.S., the Company is strategically
located to serve both the Midwest and southern U.S. corridors
with interline connections to other Class I railroads. The key driv-
ers for the various commodities are: for newsprint, advertising
lineage, non-print media and overall economic conditions, primar-
ily in the U.S.; for fibers (mainly wood pulp), the consumption of
paper, pulpboard and tissue in North American and offshore mar-
kets; and for lumber and panels, housing starts and renovation
activities primarily in the U.S. For the year ended December 31,
2012, revenues for this commodity group increased by $61 mil-
lion, or 5%, when compared to 2011. The increase was mainly
due to freight rate increases, a higher fuel surcharge, the positive
translation impact of a weaker Canadian dollar and increased
shipments of lumber and panels to the U.S. market. These factors
were partly offset by reduced paper shipments due to mill closures
and curtailments, as well as decreased shipments of lumber for
offshore export. Revenue per revenue ton mile increased by 4% in
2012, mainly due to freight rate increases, a higher fuel surcharge,
and the positive translation impact of a weaker Canadian dollar.
Percentage of revenues
Carloads (thousands)
57% Pulp and paper
Year ended December 31,
Percentage of revenues
Carloads (thousands)
43% Lumber and panels
41% Metals
41% Minerals
18% Iron ore
41%
41%
18%
Year ended December 31,
2010 990
2011 1,013
2012 1,024
57%
43%
2010 423
2011 443
2012 445
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 15
Management’s Discussion and Analysis
Coal
Grain and fertilizers
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 712 $ 618
15%
15%
Revenues (millions)
$ 1,590 $ 1,523
RTMs (millions)
23,570 19,980
18%
18%
RTMs (millions)
45,417
45,468
Revenue/RTM (cents)
3.02
3.09
(2%)
(3%)
Revenue/RTM (cents)
3.50
3.35
4%
-
4%
4%
-
4%
The coal commodity group con-
The grain and fertilizers commodity group depends primarily on
sists of thermal grades of bitumi-
crops grown and fertilizers processed in western Canada and the
nous coal, metallurgical coal and
U.S. Midwest. The grain segment consists of three primary seg-
petroleum coke. Canadian thermal
ments: food grains (mainly wheat, oats and malting barley), feed
and metallurgical coal are largely
grains and feed grain products (including feed barley, feed wheat,
exported via terminals on the west
peas, corn, ethanol and dried distillers grains), and oilseeds and
coast of Canada to offshore mar-
oilseed products (primarily canola seed, oil and meal, and soy-
kets. In the U.S., thermal coal is
beans). Production of grain varies considerably from year to year,
transported from mines served in
affected primarily by weather conditions, seeded and harvested
southern Illinois, or from western
acreage, the mix of grains produced and crop yields. Grain exports
U.S. mines via interchange with
are sensitive to the size and quality of the crop produced, interna-
other railroads, to major utilities in
tional market conditions and foreign government policy. The
the Midwest and southeast U.S.,
majority of grain produced in western Canada and moved by CN
as well as offshore markets via
is exported via the ports of Vancouver, Prince Rupert and Thunder
terminals in the Gulf and the Port
Bay. Certain of these rail movements are subject to government
of Prince Rupert. For the year
regulation and to a revenue cap, which effectively establishes a
ended December 31, 2012, reve-
maximum revenue entitlement that railways can earn. In the U.S.,
nues for this commodity group
grain grown in Illinois and Iowa is exported as well as transported
increased by $94 million, or 15%,
to domestic processing facilities and feed markets. The Company
when compared to 2011. The
also serves major producers of potash in Canada, as well as pro-
increase was mainly due to higher
ducers of ammonium nitrate, urea and other fertilizers across
volumes of U.S. thermal coal to
Canada and the U.S. For the year ended December 31, 2012,
the Gulf and west coast ports,
revenues for this commodity group increased by $67 million, or
Canadian petroleum coke and metallurgical coal for offshore
4%, when compared to 2011. The increase was mainly due to
export; freight rate increases; a higher fuel surcharge; and the
freight rate increases; a higher fuel surcharge; higher volumes of
positive translation impact of a weaker Canadian dollar. These
Canadian wheat exports, U.S. soybean product exports to the
factors were partly offset by reduced volumes of thermal coal to
Gulf, and Canadian barley to the U.S.; and the positive translation
U.S. utilities. Revenue per revenue ton mile decreased by 2% in
impact of a weaker Canadian dollar. These gains were partly offset
2012, due to a significant increase in the average length of haul,
by lower volumes of corn, peas, and ethanol. Revenue per reve-
partly offset by freight rate increases, a higher fuel surcharge and
nue ton mile increased by 4% in 2012, mainly due to freight rate
the positive translation impact of a weaker Canadian dollar.
increases, a higher fuel surcharge and the positive translation
Percentage of revenues
Carloads (thousands)
85% Coal
Year ended December 31,
Percentage of revenues
Carloads (thousands)
impact of a weaker Canadian dollar.
15% Petroleum coke
15%
85%
2010 499
2011 464
2012 435
32% Oilseeds
27% Food grains
22% Feed grains
19% Fertilizers
32%
27%
19%
22%
Year ended December 31,
2010 579
2011 592
2012 597
16
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Automotive
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 538 $ 484
11%
10%
RTMs (millions)
Revenue/RTM (cents)
2,754
2,545
19.54
19.02
8%
3%
8%
2%
The automotive commodity group moves
both finished vehicles and parts throughout
North America, providing rail access to cer-
tain vehicle assembly plants in Canada, and
Michigan and Mississippi in the U.S. The
Intermodal
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 1,994 $ 1,790
11%
11%
RTMs (millions)
42,396
38,563
10%
10%
Revenue/RTM (cents)
4.70
4.64
1%
1%
The intermodal commodity group is comprised of two segments:
Company also serves vehicle distribution
domestic and international. The domestic segment transports con-
facilities in Canada and the U.S., as well as
sumer products and manufactured goods, operating through both
parts production facilities in Michigan and
retail and wholesale channels, within domestic Canada, domestic
Ontario. The Company serves shippers of
U.S., Mexico and transborder, while the international segment han-
import vehicles via the ports of Halifax and
dles import and export container traffic, directly serving the major
Vancouver, and through interchange with
ports of Vancouver, Prince Rupert, Montreal, Halifax and New
other railroads. The Company’s automotive
Orleans. The domestic segment is driven by consumer markets, with
revenues are closely correlated to automo-
growth generally tied to the economy. The international segment is
tive production and sales in North America.
driven by North American economic and trade conditions. For the
For the year ended December 31, 2012,
year ended December 31, 2012, revenues for this commodity group
revenues for this commodity group increased by $54 million, or 11%,
increased by $204 million, or 11%, when compared to 2011. The
when compared to 2011. The increase was mainly due to higher
increase was mainly due to higher shipments through the west
volumes of imported finished vehicles via the Port of Vancouver and
coast ports and increased volumes of domestic shipments of con-
spot moves of military equipment; freight rate increases; a higher fuel
sumer and industrial products; a higher fuel surcharge; freight rate
surcharge; and the positive translation impact of a weaker Canadian
increases; and the positive translation impact of a weaker Canadian
dollar. Revenue per revenue ton mile increased by 3% in 2012,
dollar. Revenue per revenue ton mile increased by 1% in 2012,
mainly due to freight rate increases, a higher fuel surcharge and the
mainly due to a higher fuel surcharge, freight rate increases and the
positive translation impact of a weaker Canadian dollar, partly offset
positive translation impact of a weaker Canadian dollar.
by an increase in the average length of haul.
Percentage of revenues
Carloads (thousands)
Percentage of revenues
Carloads (thousands)
Year ended December 31,
89% Finished vehicles
Year ended December 31,
2010 1,455
2011 1,584
2012 1,742
11% Auto parts
11%
89%
2010 201
2011 217
2012 222
56% International
44% Domestic
56%
44%
Other revenues
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Revenues (millions)
$ 982 $ 917
7%
6%
Percentage of revenues
52% Other non-rail services
29% Vessels and docks
19%
Interswitching and other revenues
52%
29%
19%
Other revenues are largely derived from non-rail services that
support CN’s rail business including vessels, docks, warehousing,
Autoport logistic service and trucking as well as from other items
which include interswitching and commuter train revenues. In
2012, Other revenues amounted to $982 million, an increase of
$65 million, or 7%, when compared to 2011, mainly due to
higher revenues from freight forwarding and transportation
management, vessels and docks, intermodal trucking, and
warehousing and distribution, partly offset by the loss of revenues
due to the sale of IC RailMarine in August 2011 and lower
commuter train revenues.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 17
Management’s Discussion and Analysis
Operating expenses
Operating expenses for the year ended December 31, 2012 amounted to $6,235 million, compared to $5,732 million in 2011. The increase
of $503 million, or 9%, in 2012 was mainly due to higher labor and fringe benefits expense, increased purchased services and material
expense, as well as increased fuel costs.
In millions
Year ended December 31,
2012
2011 % Change
% Change
at constant
currency
Percentage of revenues
2012
2011
Labor and fringe benefits
Purchased services and material
Fuel
Depreciation and amortization
Equipment rents
Casualty and other
Total operating expenses
$ 1,952
1,248
1,524
924
249
338
$ 1,812
1,120
1,412
884
228
276
(8%)
(11%)
(8%)
(5%)
(9%)
(7%)
19.7%
(11%)
12.6%
(7%)
(4%)
(8%)
15.4%
9.3%
2.5%
(22%)
(22%)
3.4%
20.1%
12.4%
15.6%
9.8%
2.5%
3.1%
$ 6,235
$ 5,732
(9%)
(8%)
62.9%
63.5%
Labor and fringe benefits: Labor and fringe benefits expense
Fuel: Fuel expense includes fuel consumed by assets, including
includes wages, payroll taxes, and employee benefits such as
locomotives, vessels, vehicles and other equipment as well as
incentive compensation, including stock-based compensation;
federal, provincial and state fuel taxes. These expenses increased
health and welfare; and pensions and other postretirement bene-
by $112 million, or 8%, in 2012 when compared to 2011. The
fits. Certain incentive and stock-based compensation plans are
increase was primarily due to higher freight volumes and a higher
based on financial and market performance targets and the
average price for fuel, which were partly offset by productivity
related expense is recorded in relation to the attainment of such
improvements.
targets. These expenses increased by $140 million, or 8%, in 2012
when compared to 2011. The increase was primarily a result of
Depreciation and amortization: Depreciation and amortization
the impact of a higher workforce level due to volume growth, and
expense relates to the Company’s rail and related operations.
general wage increases; and increased pension expense; which
Depreciation expense is affected by capital additions, railroad
were offset by the recognition of a net settlement gain from the
property retirements from disposal, sale and/or abandonment and
termination of the former Chief Executive Officer’s retirement
other adjustments including asset impairment write-downs. These
benefit plan in the fourth quarter of 2012.
expenses increased by $40 million, or 5%, in 2012 when com-
pared to 2011. The increase was mainly due to the impact of net
Purchased services and material: Purchased services and material
capital additions.
expense primarily includes the costs of services purchased from
outside contractors; materials used in the maintenance of the
Equipment rents: Equipment rents expense includes rental expense
Company’s track, facilities and equipment; transportation and
for the use of freight cars owned by other railroads or private
lodging for train crew employees; utility costs; and the net costs
companies and for the short- or long-term lease of freight cars,
of operating facilities jointly used by the Company and other rail-
locomotives and intermodal equipment, net of rental income from
roads. These expenses increased by $128 million, or 11%, in 2012
other railroads for the use of the Company’s cars and locomotives.
when compared to 2011. The increase was mainly due to higher
These expenses increased by $21 million, or 9%, in 2012 when
expenses for contracted services and for third-party non-rail trans-
compared to 2011. The increase was due to increased lease
portation services as a result of higher volumes; as well as higher
expenses on account of volume increases, as well as higher car
maintenance expenses for track, rolling stock and other equip-
hire expenses.
ment. These factors were partly offset by lower accident-related
expenses; as well as reduced expenses for snow removal and
utilities, primarily as a result of milder winter conditions at the
beginning of the year.
18
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Casualty and other: Casualty and other expense includes expenses
2011 compared to 2010
for personal injuries, environmental, freight and property damage,
In 2011, net income was $2,457 million, an increase of $353 mil-
insurance, bad debt, operating taxes, and travel expenses. These
lion, or 17%, when compared to 2010, with diluted earnings per
expenses increased by $62 million, or 22%, in 2012 when com-
share rising 21% to $5.41.
pared to 2011. The increase was mainly due to increased provi-
Included in the 2011 figures were gains on disposal of sub-
sions for environmental and legal expenses, higher property taxes
stantially all of the assets of IC RailMarine of $60 million, or
and workers’ compensation expenses pursuant to an actuarial
$38 million after-tax ($0.08 per basic or diluted share) and of the
study, which were partly offset by lower expenses for loss and
Lakeshore East of $288 million, or $254 million after-tax
damage claims.
Other
($0.55 per basic or diluted share). The 2011 figures also include a
net income tax expense of $40 million ($0.08 per basic or diluted
share) resulting from the enactment of state corporate income tax
Interest expense: In 2012, interest expense was $342 million com-
rate changes and other legislated state tax revisions, and an
pared to $341 million in 2011. The increase was mainly due to the
income tax recovery of $11 million ($0.02 per basic or diluted
issuance of a higher level of debt with a lower interest rate and
share) relating to certain fuel costs attributed to various wholly-
the negative translation impact of the weaker Canadian dollar on
owned subsidiaries’ fuel consumption in prior periods. Included
US dollar-denominated interest expense, which were offset by a
in the 2010 figures was a gain on disposal of a portion of the
repayment of debt with a higher interest rate.
property known as the Oakville subdivision of $152 million, or
$131 million after-tax ($0.28 per basic or diluted share).
Other income: In 2012, the Company recorded Other income of
Foreign exchange fluctuations continue to have an impact on
$315 million compared to $401 million in 2011. Included in Other
the comparability of the results of operations. The fluctuation of
income for 2012 was a gain on disposal of the Bala-Oakville of
the Canadian dollar relative to the US dollar, which affects the
$281 million compared to gains on disposal of substantially all of
conversion of the Company’s US dollar-denominated revenues
the assets of IC RailMarine of $60 million and the Lakeshore East
and expenses resulted in a negative impact of $39 million
of $288 million in 2011.
($0.09 per basic or diluted share) in 2011.
Revenues for the year ended December 31, 2011 increased by
Income tax expense: The Company recorded income tax expense
$731 million, or 9%, to $9,028 million, mainly attributable to
of $978 million for the year ended December 31, 2012 compared
higher freight volumes, due in part to modest improvements in
to $899 million in 2011. The 2012 figure includes a net income
North American and global economies and to the Company’s
tax expense of $28 million, which consisted of a $35 million
performance above market conditions in a number of segments;
income tax expense resulting from the enactment of higher pro-
the impact of a higher fuel surcharge as a result of year-over-year
vincial corporate income tax rates that was partly offset by a
increases in applicable fuel prices and higher volumes; and freight
$7 million income tax recovery resulting from the recapitalization
rate increases. These factors were partly offset by the negative
of a foreign investment. Included in the 2011 figure was a net
translation impact of the stronger Canadian dollar on US dollar-
income tax expense of $40 million, resulting from the enactment
denominated revenues in the first nine months of the year.
of state corporate income tax rate changes and other legislated
Operating expenses for the year ended December 31, 2011,
state tax revisions, and an income tax recovery of $11 million
increased by $459 million, or 9%, to $5,732 million, mainly due
relating to certain fuel costs attributed to various wholly-owned
to higher fuel costs, purchased services and material expense as
subsidiaries’ fuel consumption in prior periods. The effective tax
well as higher labor and fringe benefits expense. These factors
rate for 2012 was 26.7% compared to 26.8% in 2011.
were partially offset by the positive translation impact of the stron-
ger Canadian dollar on US dollar-denominated expenses, particu-
larly in the first nine months of 2011, and lower casualty and
other expense.
The operating ratio, defined as operating expenses as a per-
centage of revenues, was 63.5% in 2011, compared to 63.6% in
2010, a 0.1-point improvement.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 19
Management’s Discussion and Analysis
Revenues
In millions, unless otherwise indicated
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Rail freight revenues
$ 8,111 $ 7,417
Other revenues
Total revenues
917
880
$ 9,028 $ 8,297
9%
4%
9%
12%
6%
11%
Rail freight revenues
Petroleum and chemicals
$ 1,420 $ 1,322
7%
10%
Metals and minerals
1,006
861
17%
20%
Forest products
1,270
1,183
Coal
618
600
Grain and fertilizers
1,523
1,418
7%
3%
7%
10%
5%
10%
2010. The increase was mainly due to higher shipments, particu-
larly chemicals products, as a result of improvements in industrial
production, new crude oil business, particularly in the fourth
quarter of 2011, and refined petroleum products; the impact of a
higher fuel surcharge; and freight rate increases. These factors
were partly offset by the negative translation impact of the stron-
ger Canadian dollar and lower volumes of condensate in the first
half of 2011. Revenue per revenue ton mile increased by 2% in
2011, mainly due to the impact of a higher fuel surcharge and
freight rate increases that were partly offset by the negative trans-
lation impact of the stronger Canadian dollar and an increase in
the average length of haul.
Metals and minerals
Intermodal
Automotive
1,790
1,576
14%
15%
Total rail freight revenues
$ 8,111 $ 7,417
484
457
6%
9%
9%
12%
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Revenue ton miles (RTM)
(millions)
187,753
179,232
5%
Rail freight revenue/RTM
(cents)
Carloads
4.32
4.14
(thousands)
4,873
4,696
Rail freight revenue/carload
(dollars)
1,664
1,579
4%
4%
5%
5%
7%
4%
8%
Revenues for the year ended December 31, 2011 totaled
$9,028 million compared to $8,297 million in 2010. The increase
of $731 million was mainly attributable to higher freight volumes,
due in part to modest improvements in North American and
global economies and to the Company’s performance above mar-
ket conditions in a number of segments; the impact of a higher
fuel surcharge, in the range of $315 million, as a result of year-
over-year increases in applicable fuel prices and higher volumes;
and freight rate increases. These factors were partly offset by the
negative translation impact of the stronger Canadian dollar on US
dollar-denominated revenues in the first nine months of 2011.
In 2011, revenue ton miles increased by 5% relative to 2010.
Rail freight revenue per revenue ton mile increased by 4% when
Revenues (millions)
$ 1,006 $ 861
17%
20%
RTMs (millions)
18,899
16,443
15%
15%
Revenue/RTM (cents)
5.32
5.24
2%
5%
For the year ended December 31, 2011, revenues for this com-
modity group increased by $145 million, or 17%, when compared
to 2010. The increase was mainly due to greater shipments, par-
ticularly of commodities related to oil and gas development,
steel-related products and non-ferrous ore; the impact of freight
rate increases; and a higher fuel surcharge. These gains were
partly offset by the negative translation impact of the stronger
Canadian dollar. Revenue per revenue ton mile increased by 2%
in 2011, mainly due to the impact of freight rate increases and a
higher fuel surcharge that were offset by the negative translation
impact of the stronger Canadian dollar and a significant increase
in the average length of haul.
Forest products
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
compared to 2010, driven by the impact of a higher fuel sur-
Revenues (millions)
$ 1,270 $ 1,183
charge and freight rate increases. These were partly offset by the
RTMs (millions)
29,336
28,936
negative translation impact of the stronger Canadian dollar.
Revenue/RTM (cents)
4.33
4.09
7%
1%
6%
10%
1%
9%
Petroleum and chemicals
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Revenues (millions)
$ 1,420 $ 1,322
RTMs (millions)
32,962
31,190
Revenue/RTM (cents)
4.31
4.24
7%
6%
2%
10%
6%
4%
For the year ended December 31, 2011, revenues for this com-
modity group increased by $98 million, or 7%, when compared to
For the year ended December 31, 2011, revenues for this com-
modity group increased by $87 million, or 7%, when compared to
2010. The increase was attributable to the impact of a higher fuel
surcharge; freight rate increases; higher lumber and wood pellet
shipments to offshore markets, and increased panel shipments to
the U.S., particularly in the fourth quarter of 2011. These factors
were partly offset by the negative translation impact of the stron-
ger Canadian dollar and reduced volumes of woodpulp in the
second half of 2011 due to extended maintenance at various
mills. Revenue per revenue ton mile increased by 6% in 2011,
20
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
mainly due to the impact of a higher fuel surcharge, freight rate
Intermodal
increases and a decrease in the average length of haul. These
factors were partly offset by the negative translation impact of the
stronger Canadian dollar.
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Coal
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Revenues (millions)
$ 618 $ 600
RTMs (millions)
19,980
19,766
Revenue/RTM (cents)
3.09
3.04
3%
1%
2%
5%
1%
4%
Revenues (millions)
$ 1,790 $ 1,576
14%
15%
RTMs (millions)
38,563
35,803
Revenue/RTM (cents)
4.64
4.40
8%
5%
8%
6%
For the year ended December 31, 2011, revenues for this com-
modity group increased by $214 million, or 14%, when compared
to 2010. The increase was mainly due to higher volumes of
domestic traffic and shipments related to overseas markets; the
impact of a higher fuel surcharge; and freight rate increases.
For the year ended December 31, 2011, revenues for this com-
These factors were partly offset by the negative translation impact
modity group increased by $18 million, or 3%, when compared to
of the stronger Canadian dollar. Revenue per revenue ton mile
2010. The increase was mainly due to the impact of a higher fuel
increased by 5% in 2011, mainly due to the impact of a higher
surcharge; freight rate increases; and new export thermal coal
fuel surcharge and freight rate increases that were partly offset by
shipments. These factors were partly offset by reduced volumes of
the negative translation impact of the stronger Canadian dollar.
thermal coal to North American utilities, export metallurgical coal
and Canadian petroleum coke; and the negative translation
Automotive
impact of the stronger Canadian dollar. Revenue per revenue ton
mile increased by 2% in 2011, primarily due to the impact of a
higher fuel surcharge and freight rate increases that were partly
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
offset by the negative translation impact of the stronger Canadian
dollar and an increase in the average length of haul.
Grain and fertilizers
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Revenues (millions)
$ 1,523 $ 1,418
RTMs (millions)
45,468
44,549
Revenue/RTM (cents)
3.35
3.18
7%
2%
5%
10%
2%
8%
Revenues (millions)
$ 484 $ 457
RTMs (millions)
2,545
2,545
Revenue/RTM (cents)
19.02
17.96
6%
-
6%
9%
-
9%
For the year ended December 31, 2011, revenues for this com-
modity group increased by $27 million, or 6%, when compared to
2010. The increase was mainly due to higher volumes of domestic
finished vehicles; freight rate increases; and the impact of a higher
fuel surcharge. These gains were partly offset by the negative
translation impact of the stronger Canadian dollar. Revenue per
revenue ton mile increased by 6% in 2011, mainly due to freight
For the year ended December 31, 2011, revenues for this com-
rate increases, the impact of a higher fuel surcharge and a
modity group increased by $105 million, or 7%, when compared
decrease in the average length of haul that were partly offset by
to 2010. The increase was mainly due to freight rate increases; the
the negative translation impact of the stronger Canadian dollar.
impact of a higher fuel surcharge; and higher volumes, including
record shipments of canola to export markets and processed
Other revenues
canola products to the U.S., increased shipments of ethanol and
dried distillers grains, and higher volumes of Canadian oats to U.S.
millers. These factors were partly offset by the negative translation
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
impact of the stronger Canadian dollar; reduced volumes of U.S.
soybean and corn exports, mainly in the fourth quarter of 2011,
Revenues (millions)
$ 917 $ 880
4%
6%
and lower volumes of Canadian wheat for export markets, partic-
In 2011, Other revenues amounted to $917 million, an increase
ularly in the first half of 2011. Revenue per revenue ton mile
of $37 million, or 4%, when compared to 2010, mainly due to
increased by 5% in 2011, mainly due to freight rate increases and
increased revenues from vessels and docks, trucking, and ware-
the impact of a higher fuel surcharge that were partly offset by
housing and distribution services, partly offset by lower interna-
the negative translation impact of the stronger Canadian dollar.
tional freight forwarding revenues, the negative translation
impact of the stronger Canadian dollar, and lower commuter
train revenues.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 21
Management’s Discussion and Analysis
Operating expenses
Operating expenses for the year ended December 31, 2011 amounted to $5,732 million, compared to $5,273 million in 2010. The increase
of $459 million, or 9%, in 2011 was mainly due to higher fuel costs, purchased services and material expense, labor and fringe benefits
expense as well as higher depreciation and amortization. These factors were partially offset by the positive translation impact of the stronger
Canadian dollar on US dollar-denominated expenses, particularly in the first nine months of 2011 and lower casualty and other expense.
In millions
Year ended December 31,
2011
2010 % Change
% Change
at constant
currency
Percentage of revenues
2011
2010
Labor and fringe benefits
Purchased services and material
Fuel
Depreciation and amortization
Equipment rents
Casualty and other
Total operating expenses
$ 1,812
1,120
$ 1,744
1,036
1,412
1,048
884
228
276
834
243
368
(4%)
(8%)
(35%)
(6%)
6%
(6%)
20.1%
(10%)
(40%)
(7%)
3%
12.4%
15.6%
9.8%
2.5%
3.1%
21.0%
12.5%
12.6%
10.1%
2.9%
4.5%
25%
23%
$ 5,732
$ 5,273
(9%)
(11%)
63.5%
63.6%
Labor and fringe benefits: Labor and fringe benefits expense
Depreciation and amortization: Depreciation and amortization
increased by $68 million, or 4%, in 2011 when compared to
expense increased by $50 million, or 6%, in 2011 when com-
2010. The increase was primarily due to the impact of increased
pared to 2010. The increase was mainly due to the impact of net
freight volumes, including a higher workforce level, general wage
capital additions and the effect of depreciation studies, which
increases, higher health and welfare costs, as well as higher incen-
were partly offset by the positive translation impact of the stron-
tive compensation, particularly in the fourth quarter of 2011.
ger Canadian dollar.
These factors were partly offset by the positive translation impact
of the stronger Canadian dollar and a higher income for pensions.
Equipment rents: Equipment rents expense decreased by $15 mil-
Purchased services and material: Purchased services and material
primarily due to lower lease expense and to the positive transla-
expense increased by $84 million, or 8%, in 2011 when compared
tion impact of the stronger Canadian dollar partly offset by higher
lion, or 6%, in 2011 when compared to 2010. The decrease was
to 2010. The increase was mainly due to higher repair and mainte-
car hire expense.
nance expenses for track, rolling stock and other equipment,
higher accident-related expenses, increased contracted services
Casualty and other: Casualty and other expense decreased by
and material expense in the first nine months of 2011 as well as
$92 million, or 25%, in 2011 when compared to 2010. The
higher costs for snow removal and utilities, as a result of more
decrease was mainly due to lower charges recorded in 2011 relat-
difficult winter conditions in the first quarter of 2011. These factors
ing to environmental matters, adjustments recorded on billings of
were partly offset by the positive translation impact of the stronger
certain cost recoveries recorded in 2010, lower general and
Canadian dollar and lower expenses for third-party carriers.
administrative expenses as well as a charge recorded in the first
quarter of 2010 to increase the liability for personal injury claims
Fuel: Fuel expense increased by $364 million, or 35%, in 2011
in Canada pursuant to an actuarial valuation. These factors were
when compared to 2010. The increase was primarily due to a
partially offset by increased employee travel costs and higher
higher average price for fuel and higher freight volumes, which
operating taxes.
were partly offset by the positive translation impact of the stron-
ger Canadian dollar and by productivity improvements.
22
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Other
Income tax expense: The Company recorded income tax expense
Interest expense: Interest expense decreased by $19 million, or
of $899 million for the year ended December 31, 2011 compared
5%, for the year ended December 31, 2011, when compared to
to $772 million in 2010. The 2011 figure includes a net income
2010, mainly due to the positive translation impact of the stronger
tax expense of $40 million resulting from the enactment of state
Canadian dollar on US dollar-denominated interest expense and
corporate income tax rate changes and other legislated state tax
the impact of a debt repayment in the fourth quarter of 2011.
revisions, and an income tax recovery of $11 million relating to
certain fuel costs attributed to various wholly-owned subsidiaries’
Other income: In 2011, the Company recorded Other income of
fuel consumption in prior periods. The effective tax rate was
$401 million, compared to $212 million in 2010. Included in Other
26.8% for both 2011 and 2010.
income were gains on disposal of substantially all of the assets of
IC RailMarine of $60 million and of the Lakeshore East for
$288 million. The 2010 figures include $152 million for the sale of
a portion of the property known as the Oakville subdivision.
Summary of fourth quarter 2012 compared to corresponding quarter in 2011 – unaudited
Fourth quarter 2012 net income was $610 million, an increase of $18 million, or 3%, when compared to the same period in 2011, with
diluted earnings per share rising 7% to $1.41.
The fourth-quarter 2011 figures include an item affecting the comparability of the results of operations. The 2011 figures include an
income tax recovery of $11 million ($0.02 per basic or diluted share) relating to certain fuel costs attributed to various wholly-owned sub-
sidiaries’ fuel consumption in prior periods.
Foreign exchange fluctuations continued to have an impact on the comparability of the results of operations. The fluctuation of the
Canadian dollar relative to the US dollar, which affects the conversion of the Company’s US dollar-denominated revenues and expenses, has
resulted in a negative impact of $9 million ($0.02 per basic or diluted share) to fourth-quarter 2012 net income.
Revenues for the fourth quarter of 2012 increased by $157 million, or 7%, to $2,534 million, when compared to the same period in
2011. The increase was attributable to higher freight volumes, due in part to modest improvements in North American and global econo-
mies and to the Company’s performance above market conditions in a number of segments; freight rate increases; and the impact of a
higher fuel surcharge as a result of year-over-year increases in applicable fuel prices and higher volumes. These gains were partly offset by
the negative translation impact of the stronger Canadian dollar on US dollar-denominated revenues.
Operating expenses for the fourth quarter of 2012 increased by $74 million, or 5%, to $1,612 million, when compared to the same
period in 2011. The increase was primarily due to higher casualty and other expense, as well as increased expenses for purchased services
and material. These factors were partly offset by lower labor and fringe benefits expense.
The operating ratio was 63.6% in the fourth quarter of 2012 compared to 64.7% in the fourth quarter of 2011, a 1.1-point improvement.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 23
Management’s Discussion and Analysis
Summary of quarterly financial data – unaudited
In millions, except per share data
2012 Quarters
2011 Quarters
Fourth
Third
Second
First
Fourth
Third
Second
First
Revenues
Operating income
Net income
$ 2,534
$ 2,497
$ 2,543
$ 2,346
$ 2,377
$ 2,307
$ 2,260
$ 2,084
$ 922
$ 985
$ 985
$ 793
$ 839
$ 938
$ 874
$ 610
$ 664
$ 631
$ 775
$ 592
$ 659
$ 538
$
$
645
668
Basic earnings per share
$ 1.42
$ 1.53
$ 1.44
$ 1.76
$ 1.33
$ 1.47
$ 1.19
$ 1.46
Diluted earnings per share
$ 1.41
$ 1.52
$ 1.44
$ 1.75
$ 1.32
$ 1.46
$ 1.18
$ 1.45
Dividend declared per share
$ 0.375
$ 0.375
$ 0.375
$ 0.375
$ 0.325
$ 0.325
$ 0.325
$ 0.325
Revenues generated by the Company during the year are influenced by seasonal weather conditions, general economic conditions, cyclical
demand for rail transportation, and competitive forces in the transportation marketplace (see the section of this MD&A entitled Business
risks). Operating expenses reflect the impact of freight volumes, seasonal weather conditions, labor costs, fuel prices, and the Company’s
productivity initiatives. The continued fluctuations in the Canadian dollar relative to the US dollar have also affected the conversion of the
Company’s US dollar-denominated revenues and expenses and resulted in fluctuations in net income in the rolling eight quarters presented
above.
The Company’s quarterly results include items that impacted the quarter-over-quarter comparability of the results of operations as
discussed below:
In millions, except per share data
2012 Quarters
2011 Quarters
Fourth
Third
Second
First
Fourth
Third
Second
Income tax recoveries (expenses) (1)
$
Gain on disposal of property (after-tax) (2) (3) (4)
Impact on net income
Impact on basic earnings per share
Impact on diluted earnings per share
$
$
$
-
-
-
-
-
$
$
$
$
-
-
-
-
-
$
(28)
$
-
(28)
(0.06)
(0.06)
$
$
$
$
$
$
-
252
252
0.57
0.57
First
-
254
$
11
$
-
$
11
$
-
38
38
$
(40)
$
-
$
(40)
$
254
$ 0.02
$ 0.08
$ (0.08)
$ 0.55
$ 0.02
$ 0.08
$ (0.08)
$ 0.55
(1)
Income tax recoveries (expenses) resulted mainly from the enactment of provincial and state corporate income tax rate changes and other legislated tax revisions in the U.S., the
recapitalization of a foreign investment, and certain fuel costs attributed to various wholly-owned subsidiaries’ fuel consumption in prior periods.
(2) The Company sold the Bala-Oakville for $311 million. A gain on disposal of $281 million ($252 million after-tax) was recognized in Other income.
(3) The Company sold substantially all of the assets of IC RailMarine for proceeds of $70 million. A gain on disposal of $60 million ($38 million after-tax) was recognized in Other income.
(4) The Company sold the Lakeshore East for $299 million. A gain on disposal of $288 million ($254 million after-tax) was recognized in Other income.
24
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Financial position
The following tables provide an analysis of the Company’s balance sheet as at December 31, 2012 as compared to 2011. Assets and liabilities
denominated in US dollars have been translated to Canadian dollars using the foreign exchange rate in effect at the balance sheet date. As
at December 31, 2012 and 2011, the foreign exchange rate was $0.9949 per US$1.00 and $1.0170 per US$1.00, respectively.
In millions
As at December 31,
2012
2011
Foreign
exchange
impact
Variance
excluding
foreign
exchange
Explanation of variance,
other than foreign exchange impact
Total assets
Variance mainly due to:
$ 26,659
$ 26,026
$
(235)
$
868
Restricted cash and cash equivalents
$
521
$
499
Accounts receivable
Deferred and receivable income taxes
$
$
831
43
$
$
820
122
$
$
$
-
(7)
-
$
$
$
22
18
(79)
Properties
$ 24,541
$ 23,917
$
(220)
$
844
Intangible and other assets
$
249
$
261
$
(2)
$
(10)
Total liabilities
Variance mainly due to:
$ 15,641
$ 15,346
$
(231)
$
526
Accounts payable and other
$ 1,626
$ 1,580
$
(11)
$
57
Deferred income taxes
$ 5,555
$ 5,333
$
(71)
$
293
Pension and other postretirement
benefits, net of current portion
$
784
$ 1,095
$
(6)
$
(305)
Other liabilities and deferred credits
$
776
$
762
$
(4)
$
18
Total long-term debt, including
the current portion
$ 6,900
$ 6,576
$
(140)
$
464
Increase due to additional amounts pledged as collateral
related to letters of credit issued.
Increase primarily due to higher revenues.
Decrease primarily due to a reduction of income taxes
receivable.
Increase due to gross property additions of
$1,825 million, partly offset by depreciation of
$923 million and other items of $58 million.
Decrease primarily due to the reduction of various
deferred assets and long-term receivables.
Increase due to higher income and other taxes of
$167 million; partly offset by reductions in trade
payables of $57 million, environmental provisions of
$31 million, accrued interest of $18 million and other
items of $4 million.
Increase due to deferred income tax expense of
$457 million recorded in net income, excluding
recognized tax benefits, partly offset by a deferred
income tax recovery of $127 million recorded in Other
comprehensive loss and other items of $37 million.
Decrease due to pension contributions of $833 million
and pension income of $9 million adjusted for
$123 million related to amortization components,
partly offset by actuarial losses of $660 million.
Increase primarily due to higher stock-based incentive
liabilities.
Increase due to debt issuances of $2,354 million,
capital lease additions of $94 million and other items
of $17 million, partly offset by debt repayments of
$2,001 million.
In millions
As at December 31,
2012
2011
Variance
Explanation of variance
Total shareholders’ equity
$ 11,018
$ 10,680
$
338
Variance mainly due to:
Common shares
$ 4,108
$ 4,141
$
(33)
Accumulated other comprehensive loss
$ (3,257)
$ (2,839)
$
(418)
Retained earnings
$ 10,167
$ 9,378
$
789
Decrease due to share repurchase programs of
$161 million, partly offset by issuances of common
shares of $128 million upon the exercise of stock
options and other.
Change in comprehensive loss due to after-tax amounts
of $396 million to recognize the funded status of the
Company’s pension and other postretirement benefit
plans and $22 million for foreign exchange losses.
Increase due to current year net
income of
$2,680 million partly offset by share repurchase
programs of $1,239 million and dividends paid of
$652 million.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 25
Management’s Discussion and Analysis
Liquidity and capital resources
The Company’s principal source of liquidity is cash generated from operations and is supplemented by borrowings in the money markets and
capital markets. In addition, from time to time, the Company’s liquidity requirements can be supplemented by the disposal of surplus prop-
erties and the monetization of assets. The strong focus on cash generation from all sources gives the Company increased flexibility in terms
of its financing requirements. As part of its financing strategy, the Company regularly reviews its optimal capital structure, cost of capital, and
the need for additional debt financing, and considers from time to time the feasibility of dividend increases and share repurchases.
To meet short-term liquidity needs, the Company has a commercial paper program, which is backstopped by its revolving credit facility,
expiring in May 2017. Access to commercial paper is dependent on market conditions. If the Company were to lose access to its commer-
cial paper program for an extended period of time, the Company could rely on its $800 million revolving credit facility to meet its short-term
liquidity needs. See the section of this MD&A entitled Available financing arrangements for additional information.
The Company has at times had working capital deficits which are considered common in the rail industry because it is capital-intensive,
and such deficits are not an indication of a lack of liquidity. The Company maintains adequate resources to meet daily cash requirements,
and has sufficient financial capacity to manage its day-to-day cash requirements and current obligations. As at December 31, 2012 and
December 31, 2011, the Company had cash and cash equivalents of $155 million and $101 million, respectively, restricted cash and cash
equivalents of $521 million and $499 million, respectively, and a working capital deficit of $334 million and working capital of $133 million,
respectively. The cash and cash equivalents pledged as collateral for a minimum term of one month pursuant to the Company’s bilateral
letter of credit facilities are recorded as Restricted cash and cash equivalents. See the section of this MD&A entitled Available financing
arrangements for additional information. There are currently no specific requirements relating to working capital other than in the normal
course of business as discussed herein.
The Company’s access to long-term funds in the debt capital markets depends on its credit rating and market conditions. The Company
believes that it continues to have access to the long-term debt capital markets. If the Company were unable to borrow funds at acceptable
rates in the long-term debt capital markets, the Company could borrow under its revolving credit facility, raise cash by disposing of surplus
properties or otherwise monetizing assets, reduce discretionary spending or take a combination of these measures to assure that it has
adequate funding for its business.
The Company’s U.S. and other foreign subsidiaries hold cash to meet their respective operational requirements. The Company can decide
to repatriate funds associated with either undistributed earnings or the liquidation of its foreign operations, including its U.S. and other
foreign subsidiaries. Such repatriation of funds would not cause significant tax implications to the Company under the tax treaties currently
in effect between Canada and the U.S. and other foreign tax jurisdictions. Therefore, the impact on liquidity resulting from the repatriation
of funds held outside Canada would not be significant. Currently, the Company does not have any immediate plans to repatriate funds held
outside Canada as the cash flows currently generated within each of the Company’s jurisdictions are sufficient to meet their respective
financial obligations.
Operating activities
In millions
Net cash receipts from customers and other
Net cash payments for:
Employee services, suppliers and other expenses
Interest
Personal injury and other claims
Pensions
Income taxes
Net cash provided by operating activities
Year ended December 31,
2012
2011
Variance
$ 9,877
$ 8,995
$ 882
(5,241)
(4,643)
(364)
(79)
(844)
(289)
(329)
(97)
(468)
(482)
(598)
(35)
18
(376)
193
$ 3,060
$ 2,976
$
84
Net cash receipts from customers and other increased mainly due to higher revenues. Payments for employee services, suppliers and other
expenses increased principally due to higher payments for labor and fringe benefits and for purchased services and material.
Company contributions to its various pension plans are made in accordance with the applicable legislation in Canada and the U.S. and
are determined by actuarial valuations. Actuarial valuations are required on an annual basis both in Canada and the U.S. The latest actuar-
ial valuation of the CN Pension Plan for funding purposes was conducted as at December 31, 2011 and indicated a funding excess on a
going-concern basis of approximately $1.1 billion and a funding deficit on a solvency basis of approximately $1.3 billion. The Company’s
next actuarial valuation required as at December 31, 2012 will be performed in 2013. This actuarial valuation is expected to identify a going-
concern surplus of approximately $1.4 billion, while on a solvency basis a funding deficit of approximately $2.0 billion is expected due to
26
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
the level of interest rates applicable during that measurement period. The federal pension legislation requires funding deficits, as calculated
under current pension regulations, to be paid over a number of years.
In anticipation of its future funding requirements, the Company made voluntary contributions of $700 million in 2012 and $350 million
in 2011 in excess of the required contributions mainly to strengthen the financial position of its main pension plan, the CN Pension Plan.
These voluntary contributions can be treated as a prepayment against its required special solvency payments. As at December 31, 2012, the
Company has $785 million of accumulated prepayments which remain available to offset deficit payments. The Company expects to use
approximately $415 million of these prepayments to satisfy its 2013 required solvency deficit payment. Since 2010, the Company has made
total voluntary contributions of $1.4 billion.
The Company continuously monitors the various economic elements that affect the level of contribution it considers necessary to main-
tain the financial health of its various pension plans. The Company’s cash contributions for 2013 are expected to be in the range of $135 mil-
lion to $335 million, including a potential voluntary contribution of up to $200 million, for all the Company’s pension plans.
Net income tax payments decreased mainly due to a reduction in the required installments for the 2012 fiscal year and no required final
payment for the 2011 fiscal year typically due in the first quarter of 2012. This reduction was primarily caused by the Company’s voluntary
contribution to the CN Pension Plan made in the first quarter of 2012. In 2013, net income tax payments are expected to be approximately
$850 million.
The Company expects cash from operations and its other sources of financing to be sufficient to meet its 2013 funding obligations.
Investing activities
In millions
Year ended December 31,
2012
2011
Variance
Net cash used in investing activities
$ 1,421
$ 1,729
$ 308
The Company’s investing activities in 2012 included property additions of $1,731 million, an increase of $106 million when compared to
2011, and cash proceeds of $311 million from the disposal of the Bala-Oakville. Investing activities in 2011 included restricted cash and cash
equivalents of $499 million related to the Company’s bilateral letter of credit facilities and cash proceeds of $369 million from the disposal
of property of which $70 million was from the disposition of substantially all of the assets of IC RailMarine and $299 million was from the
disposition of the Lakeshore East. See the section of this MD&A entitled Disposal of property.
The following table details property additions for the years
ture are generally planned and programmed in advance and car-
ended December 31, 2012 and 2011:
In millions
Year ended December 31,
2012
2011
Track and roadway
Rolling stock
Buildings
Information technology
Other
Gross property additions
Less: Capital leases (1)
Property additions
$ 1,351
$ 1,185
206
66
125
77
195
72
135
125
1,825
1,712
94
87
$ 1,731
$ 1,625
(1) During 2012, the Company recorded $94 million in assets it acquired through equipment
leases ($87 million in 2011), for which an equivalent amount was recorded in debt.
On an ongoing basis, the Company invests in capital expendi-
ture programs for the renewal of the basic track infrastructure, the
acquisition of rolling stock and other investments to take advan-
tage of growth opportunities and to improve the Company’s
productivity and the fluidity of its network.
Expenditures are generally capitalized if they meet a minimum
level of activity, extend the life of the asset or provide future bene-
fits such as increased revenue-generating capacity, functionality, or
physical or service capacity. For Track and roadway properties,
expenditures to replace and/or upgrade the basic track infrastruc-
ried out by the Company’s engineering workforce. In both 2012
and 2011, approximately 90% of the Track and roadway capital
expenditures were incurred to renew the basic track infrastructure.
Expenditures relating to the Company’s properties that do not
meet the Company’s capitalization criteria are considered normal
repairs and maintenance and are expensed. In 2012, approxi-
mately 20% of the Company’s total operating expenses were for
such expenditures (approximately 20% in both 2011 and 2010).
For Track and roadway properties, normal repairs and mainte-
nance include but are not limited to spot tie replacement, spot or
broken rail replacement, physical track inspection for detection of
rail defects and minor track corrections, and other general main-
tenance of track structure.
For 2013, the Company expects to invest approximately
$1.9 billion for its capital programs, of which over $1.0 billion is
targeted towards track infrastructure to continue to operate a safe
railway and to improve the productivity and fluidity of the network.
Implementation costs associated with the U.S. federal government
legislative requirement to implement positive train control (PTC) by
2015 will amount to approximately US$220 million, of which
approximately US$40 million has been spent at the end of 2012,
with the remainder to be spent over the next three years.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 27
Management’s Discussion and Analysis
Free cash flow
debt totaling $1,083 million related to the Company’s repayment of
The Company generated $1,006 million of free cash flow for the year
notes, commercial paper and capital lease obligations.
ended December 31, 2012, compared to $1,175 million in 2011. Free
Cash received from stock options exercised during 2012 and
cash flow does not have any standardized meaning prescribed by
2011 was $101 million and $68 million, respectively, and the
GAAP and may, therefore, not be comparable to similar measures
related tax benefit realized upon exercise was $16 million and
presented by other companies. The Company believes that free cash
$9 million, respectively.
flow is a useful measure of performance as it demonstrates the
In 2012, the Company repurchased a total of 16.9 million com-
Company’s ability to generate cash after the payment of capital expen-
mon shares for $1,400 million (weighted-average price of $82.73 per
ditures and dividends. The Company defines free cash flow as the sum
share) under its share repurchase programs. In 2011, the Company
of net cash provided by operating activities, adjusted for changes in
repurchased a total of 19.9 million common shares for $1,420 million
cash and cash equivalents resulting from foreign exchange fluctua-
(weighted-average price of $71.33 per share) under its share repur-
tions; and net cash used in investing activities, adjusted for changes in
chase programs. See the section of this MD&A entitled Common
restricted cash and cash equivalents, if any, the impact of major acqui-
shares for the activity under the 2012 share repurchase programs, as
sitions, if any; and the payment of dividends, calculated as follows:
well as the share repurchase programs of the prior years.
In millions
Year ended December 31,
2012
2011
Net cash provided by operating activities
Net cash used in investing activities
$ 3,060
$ 2,976
(1,421)
(1,729)
Net cash provided before financing activities
1,639
1,247
Adjustments:
Dividends paid
Change in restricted cash and cash equivalents
Effect of foreign exchange fluctuations on
(652)
22
(585)
499
US dollar-denominated cash and cash equivalents
(3)
14
Free cash flow
$ 1,006
$ 1,175
Financing activities
In millions
Year ended December 31,
2012
2011
Variance
During 2012, the Company paid quarterly dividends of $0.375
per share amounting to $652 million, compared to $585 million,
at the rate of $0.325 per share, in 2011.
Credit measures
Management believes that the adjusted debt-to-total capitalization
ratio is a useful credit measure that aims to show the true leverage of
the Company. Similarly, the adjusted debt-to-adjusted earnings
before interest, income taxes, depreciation and amortization (EBITDA)
multiple is another useful credit measure because it reflects the
Company’s ability to service its debt. The Company excludes Other
income in the calculation of EBITDA. However, since these measures
do not have any standardized meaning prescribed by GAAP, they may
not be comparable to similar measures presented by other companies
Net cash used in financing activities
$ 1,582
$ 1,650
$
68
and, as such, should not be considered in isolation.
In 2012, the Company issued $1,861 million of commercial paper
and made repayments of debt totaling $2,001 million related to the
Company’s commercial paper and capital lease obligations. In
Adjusted debt-to-total capitalization ratio
December 31,
2012
2011
November 2012, under its shelf prospectus and registration state-
Debt-to-total capitalization ratio (1)
38.5%
38.1%
ment, the Company issued US$250 million (C$249 million) 2.25%
Add: Present value of operating lease commitments (2)
1.9%
1.9%
Notes due 2022 and US$250 million (C$249 million) 3.50% Notes
Adjusted debt-to-total capitalization ratio
40.4%
40.0%
due 2042 in the U.S. capital markets, which resulted in net proceeds
of US$494 million (C$493 million), intended for general corporate
Adjusted debt-to-adjusted EBITDA
purposes, including the redemption and refinancing of outstanding
$ in millions, unless otherwise indicated
indebtedness. In 2011, the Company issued $659 million of commer-
Year ended December 31,
2012
2011
cial paper. Issuances in 2011 also included US$300 million (C$305 mil-
Debt
$ 6,900
$ 6,576
lion) 1.45% Notes due 2016 and US$400 million (C$407 million)
Add: Present value of operating lease commitments (2)
559
542
2.85% Notes due 2021 issued in the U.S. capital markets which
Adjusted debt
resulted in net proceeds of US$691 million (C$702 million). A portion
of the proceeds was used to repay all of its then outstanding com-
mercial paper and for general purposes, including the partial financ-
ing of its share repurchase program. Also in 2011, the Company,
Operating income
Add: Depreciation and amortization
EBITDA (excluding Other income)
7,459
7,118
3,685
3,296
924
884
4,609
4,180
Add: Deemed interest on operating leases
29
30
through a wholly-owned subsidiary, repurchased 76% of the 6.38%
Adjusted EBITDA
$ 4,638
$ 4,210
Notes due in October 2011 with a carrying value of US$303 million
Adjusted debt-to-adjusted EBITDA
1.61 times 1.69 times
pursuant to a tender offer for a total cost of US$304 million. The
remaining 24% of the 6.38% Notes with a carrying value of
US$97 million were repaid upon maturity. In 2011, repayments of
(1) Debt-to-total capitalization is calculated as total long-term debt plus current portion
of long-term debt, divided by the sum of total debt plus total shareholders’ equity.
(2) The operating lease commitments have been discounted using the Company’s implicit
interest rate for each of the periods presented.
28
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
The increase in the Company’s adjusted debt-to-total capitaliza-
lateral and recorded as Restricted cash and cash equivalents
tion ratio at December 31, 2012, as compared to 2011, was
on the Consolidated Balance Sheet.
mainly due to net debt issuances. Higher operating income earned
during 2012, partially offset by an increased debt level as at
Accounts receivable securitization program
December 31, 2012, resulted in an improvement in the Company’s
On December 20, 2012, the Company entered into a three-year
adjusted debt-to-adjusted EBITDA multiple, as compared to 2011.
agreement, commencing on February 1, 2013, to sell an undi-
Available financing arrangements
Revolving credit facility
vided co-ownership interest in a revolving pool of freight receiv-
ables to unrelated trusts for maximum cash proceeds of
$450 million. The trusts are multi-seller trusts and the Company is
not the primary beneficiary. Funding for the acquisition of these
On May 6, 2011, the Company entered into an $800 million four-
assets is customarily through the issuance of asset-backed com-
year revolving credit facility agreement with a consortium of lend-
mercial paper notes. The notes are secured by, and recourse is
ers. On March 23, 2012, the agreement was amended to extend
limited to, the assets purchased using the proceeds of the notes.
the term to May 5, 2017. The agreement, which contains custom-
Upon commencement of the program in 2013, the Company
ary terms and conditions, allows for increases in the facility amount,
will account for the securitization program as secured borrowing.
up to a maximum of $1,300 million, as well as the option to extend
Upon transfers of receivables, an equivalent amount will be
the term by an additional year at each anniversary date, subject to
reflected as Long-term debt on the Consolidated Balance Sheet.
the consent of individual lenders. The Company plans to use the
credit facility for working capital and general corporate purposes,
Shelf prospectus
including backstopping its commercial paper program. As at
As at December 31, 2012, the Company had used $1.2 billion
December 31, 2012, the Company had no outstanding borrowings
(US$1.2 billion) of its current shelf prospectus filed with Canadian
under its revolving credit facility (nil as at December 31, 2011).
securities regulators and its registration statement filed with the
Commercial paper
United States Securities and Exchange Commission (SEC), provid-
ing for the issuance by CN of up to $2.5 billion of debt securities
The Company has a commercial paper program, which is backed
in the Canadian and U.S. markets. The shelf prospectus expires
by its revolving credit facility, enabling it to issue commercial paper
December 2013. Access to capital markets under the shelf is
up to a maximum aggregate principal amount of $800 million, or
dependent on market conditions at the time of pricing.
the US dollar equivalent. As at December 31, 2012, the Company
had no borrowings of commercial paper ($82 million (US$81 mil-
All forward-looking information provided in this section is subject
lion) at a weighted-average interest rate of 0.20% as at
to risks and uncertainties and is based on assumptions about
December 31, 2011) presented in Current portion of long-term
events and developments that may not materialize or that may
debt on the Consolidated Balance Sheet.
be offset entirely or partially by other events and developments.
See the section of this MD&A entitled Forward-looking statements
Bilateral letter of credit facilities and Restricted cash and
for a discussion of assumptions and risk factors affecting such
cash equivalents
forward-looking statements.
On April 29, 2011, the Company entered into a series of three-
year bilateral letter of credit facility agreements with various banks
to support its requirements to post letters of credit in the ordinary
course of business. On March 23, 2012, the agreements were
amended to extend the maturity by one year to April 28, 2015
and an additional letter of credit agreement was signed with an
additional bank. Under these agreements as amended, 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, 2012, the Company had letters
of credit drawn of $551 million ($499 million as at December 31,
2011) from a total committed amount of $562 million ($520 mil-
lion as at December 31, 2011) with the various banks. As at
December 31, 2012, cash and cash equivalents of $521 million
($499 million as at December 31, 2011) were pledged as col-
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 29
Management’s Discussion and Analysis
Contractual obligations
In the normal course of business, the Company incurs contractual obligations. The following table sets forth the Company’s contractual
obligations for the following items as at December 31, 2012:
In millions
Debt obligations (1)
Interest on debt obligations
Capital lease obligations (2)
Operating lease obligations (3)
Purchase obligations (4)
Pension contributions (5)
Other long-term liabilities reflected on the balance sheet (6)
Other commitments (7)
Total obligations
Total
2013
2014
2015
2016
2017
$ 5,917
$
4,929
1,232
676
735
1,284
807
280
$
398
309
219
134
444
-
55
50
320
292
268
103
235
42
63
115
$
-
$
284
109
83
51
414
56
115
$
545
277
296
61
2
414
40
-
246
265
144
49
1
414
38
-
2018 &
thereafter
$ 4,408
3,502
196
246
2
-
555
-
$ 15,860
$ 1,609
$ 1,438
$ 1,112
$ 1,635
$ 1,157
$ 8,909
(1) Presented net of unamortized discounts, of which $834 million relates to non-interest bearing Notes due in 2094, and excludes capital lease obligations of $983 million which are included
in “Capital lease obligations.”
(2)
Includes $983 million of minimum lease payments and $249 million of imputed interest at rates ranging from approximately 0.7% to 8.5%.
(3)
Includes minimum rental payments for operating leases having initial non-cancelable lease terms of one year or more. The Company also has operating lease agreements for its automotive
fleet with one-year non-cancelable terms for which its practice is to renew monthly thereafter. The estimated annual rental payments for such leases are approximately $30 million and
generally extend over five years.
(4)
Includes commitments for railroad ties, rail, freight cars, locomotives and other equipment and services, and outstanding information technology service contracts and licenses.
(5) The Company’s pension contributions are based on actuarial funding valuations. The estimated minimum required payments for pension contributions, excluding current service cost, are
based on actuarial funding valuations as at December 31, 2011 that were performed in 2012. As a result of the voluntary contributions made by the Company in 2011 and 2012 of
$350 million and $700 million, respectively, mainly for the Company’s main pension plan, the CN Pension Plan, there are no minimum required payments for pension contributions,
excluding current service cost required for 2013. Actuarial valuations are required annually and as such, future payments for pension contributions are subject to re-evaluation on an annual
basis. See the section of this MD&A entitled Critical accounting policies – Pensions and other postretirement benefits as well as the section entitled Business risks, Other risks – Pensions.
(6)
Includes expected payments for workers’ compensation, workforce reductions, postretirement benefits other than pensions, net unrecognized tax benefits and environmental liabilities that
have been classified as contractual settlement agreements.
(7) The Company has remaining estimated commitments in relation to the acquisition of the principal lines of the former Elgin, Joliet and Eastern Railway Company of approximately $100 mil-
lion (US$100 million) to be spent over the next few years for railroad infrastructure improvements, grade separation projects as well as commitments under a series of agreements with
individual communities and a comprehensive voluntary mitigation program established to address surrounding municipalities’ concerns. The commitment for the grade separation projects
is based on estimated costs provided by the Surface Transportation Board (STB) at the time of acquisition and could be subject to adjustment. In addition, remaining implementation costs
associated with the U.S. federal government legislative requirement to implement positive train control (PTC) by 2015 are estimated to be approximately $180 million (US$180 million).
For 2013 and the foreseeable future, the Company expects cash flow from operations and from its various sources of financing to be
sufficient to meet its debt repayments and future obligations, and to fund anticipated capital expenditures.
See the section of this MD&A entitled Forward-looking statements for a discussion of assumptions and risk factors affecting such
forward-looking statements.
Disposal of property
2012
Bala-Oakville
2011
IC RailMarine
On August 1, 2011, the Company sold substantially all of the
On March 23, 2012, the Company entered into an agreement
assets of IC RailMarine Terminal Company (“IC RailMarine”), an
with Metrolinx to sell a segment of the Bala and a segment of the
indirect subsidiary of the Company, to Raven Energy, LLC, an affil-
Oakville subdivisions in Toronto, Ontario, together with the rail
iate of Foresight Energy, LLC (“Foresight”) and the Cline Group
fixtures and certain passenger agreements (collectively the “Bala-
(“Cline”), for cash proceeds of $70 million (US$73 million) before
Oakville”), for cash proceeds of $311 million before transaction
transaction costs. IC RailMarine is located on the east bank of the
costs. Under the agreement, the Company obtained the perpetual
Mississippi River and stores and transfers bulk commodities and
right to operate freight trains over the Bala-Oakville at its then
liquids between rail, ship and barge, serving customers in North
current level of operating activity, with the possibility of increasing
American and global markets. Under the sale agreement, the
its operating activity for additional consideration. The transaction
Company will benefit from a 10-year rail transportation agree-
resulted in a gain on disposal of $281 million ($252 million after-
ment with Savatran LLC, an affiliate of Foresight and Cline, to haul
tax) that was recorded in Other income under the full accrual
a minimum annual volume of coal from four Illinois mines to the
method of accounting for real estate transactions.
IC RailMarine transfer facility. The transaction resulted in a gain on
disposal of $60 million ($38 million after-tax) that was recorded in
Other income.
30
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Lakeshore East
Stock plans
On March 24, 2011, the Company entered into an agreement with
The Company has various stock-based incentive plans for eligible
Metrolinx to sell a segment of the Kingston subdivision known as
employees. A description of the Company’s major plans is pro-
the Lakeshore East in Pickering and Toronto, Ontario, together with
vided in Note 10 – Stock plans to the Company’s 2012 Annual
the rail fixtures and certain passenger agreements (collectively the
Consolidated Financial Statements. The following table provides
“Lakeshore East”), for cash proceeds of $299 million before trans-
the total stock-based compensation expense for awards under all
action costs. Under the agreement, the Company obtained the
plans, as well as the related tax benefit recognized in income, for
perpetual right to operate freight trains over the Lakeshore East at
the years ended December 31, 2012, 2011 and 2010:
its then current level of operating activity, with the possibility of
increasing its operating activity for additional consideration. The
transaction resulted in a gain on disposal of $288 million ($254 mil-
lion after-tax) that was recorded in Other income under the full
accrual method of accounting for real estate transactions.
2010
Oakville subdivision
In millions
Year ended December 31,
2012
2011
2010
Cash settled awards
Restricted share unit plan
$ 76
$ 81
$ 77
Voluntary Incentive Deferral Plan
Stock option awards
19
95
10
21
102
10
18
95
9
Total stock-based compensation expense
$ 105
$ 112
$ 104
On March 29, 2010, the Company entered into an agreement with
Tax benefit recognized in income
$ 25
$ 24
$ 27
Metrolinx to sell a portion of the property known as the Oakville
subdivision in Toronto, Ontario, together with the rail fixtures and
Financial instruments
certain passenger agreements (collectively the “Oakville subdivi-
In the normal course of business, the Company is exposed to vari-
sion”), for proceeds of $168 million before transaction costs, of
ous risks such as customer credit risk, commodity price risk, interest
which $24 million was placed in escrow at the time of disposal and
rate risk, foreign currency risk, and liquidity risk. To manage these
was entirely released by December 31, 2010 in accordance with the
risks, the Company follows a financial risk management frame-
terms of the agreement. Under the agreement, the Company
work, which is monitored and approved by the Company’s Finance
obtained the perpetual right to operate freight trains over the
Committee, with a goal of maintaining a strong balance sheet,
Oakville subdivision at its then current level of operating activity, with
optimizing earnings per share and free cash flow, financing its
the possibility of increasing its operating activity for additional consid-
operations at an optimal cost of capital and preserving its liquidity.
eration. The transaction resulted in a gain on disposal of $152 million
The Company has limited involvement with derivative financial
($131 million after-tax) that was recorded in Other income under the
instruments in the management of its risks and does not use them
full accrual method of accounting for real estate transactions.
for trading purposes. At December 31, 2012, the Company did not
Off balance sheet arrangements
Guarantees and indemnifications
have any significant derivative financial instruments outstanding.
See Note 17 – Financial instruments to the Company’s 2012 Annual
Consolidated Financial Statements for a discussion of such risks.
In the normal course of business, the Company, including certain
of its subsidiaries, enters into agreements that may involve provid-
Payments for income taxes
ing guarantees or indemnifications to third parties and others,
The Company is required to make scheduled installment payments
which may extend beyond the term of the agreements. These
as prescribed by the tax authorities. In Canada, the Company’s
include, but are not limited to, residual value guarantees on oper-
domestic jurisdiction, tax installments in a given year are generally
ating leases, standby letters of credit and surety and other bonds,
based on the prior year’s pretax income whereas in the U.S., the
and indemnifications that are customary for the type of transac-
Company’s predominate foreign jurisdiction, they are based on
tion or for the railway business.
forecasted taxable income of that year.
The Company is required to recognize a liability for the fair
In 2012, net income tax payments to Canadian tax authorities
value of the obligation undertaken in issuing certain guarantees
were $138 million ($360 million in 2011) and net income tax
on the date the guarantee is issued or modified. In addition,
payments to U.S. tax authorities were $151 million ($122 million
where the Company expects to make a payment in respect of a
in 2011). For the 2013 fiscal year, the Company’s net income tax
guarantee, a liability will be recognized to the extent that one has
payments are expected to be approximately $850 million. Net
not yet been recognized.
income tax payments for 2012 and 2013 include the impact of
The nature of these guarantees or indemnifications, the maxi-
recent changes in tax laws. In 2012, U.S. tax payments reflected
mum potential amount of future payments, the carrying amount
the allowable 50% accelerated depreciation pursuant to the Tax
of the liability, if any, and the nature of any recourse provisions are
Relief, Unemployment Insurance Reauthorization and Job Creation
disclosed in Note 16 – Major commitments and contingencies to
Act of 2010. In 2013, U.S. tax payments will reflect the American
the Company’s 2012 Annual Consolidated Financial Statements.
Taxpayer Relief Act of 2012 which extended the allowable 50%
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 31
Management’s Discussion and Analysis
accelerated depreciation and the Railroad Track Maintenance
Outstanding share data
Credit until the end of 2013.
As at February 1, 2013, the Company had 427.3 million common
See the section of this MD&A entitled Forward-looking
shares and 4.5 million stock options outstanding.
statements for assumptions and risk factors affecting such
forward-looking statement.
Recent accounting pronouncements
Common shares
Share repurchase programs
In June 2011, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2011-05, Presentation
of Comprehensive Income, giving companies the option to present
On October 24, 2011, the Board of Directors of the Company
the components of net income and comprehensive income in either
approved a share repurchase program which allowed for the
one or two consecutive financial statements. ASU 2011-05 elimi-
repurchase of up to 17.0 million common shares between
nates the option to present the components of other comprehen-
October 28, 2011 and October 27, 2012 pursuant to a normal
sive income in the statement of changes in shareholders’ equity.
course issuer bid at prevailing market prices plus brokerage fees,
ASU 2011-05 also requires reclassification adjustments for each
or such other prices as may be permitted by the Toronto Stock
component of accumulated other comprehensive income (AOCI) in
Exchange. The Company repurchased a total of 16.7 million com-
both net income and other comprehensive income (OCI) to be
mon shares under this share repurchase program.
separately disclosed on the face of the financial statements. In
On October 22, 2012, the Board of Directors of the Company
December 2011, the FASB issued ASU 2011-12, Deferral of the
approved a new share repurchase program which allows for the
Effective Date for Amendments to the Presentation of Reclassi-
repurchase of up to $1.4 billion in common shares, not to exceed
fications of Items Out of Accumulated Other Comprehensive
18.0 million common shares, between October 29, 2012 and
Income, which deferred the effective date to present reclassification
October 28, 2013 pursuant to a normal course issuer bid at pre-
adjustments in net income. The effective date of the deferral is
vailing market prices plus brokerage fees, or such other prices as
consistent with the effective date of ASU 2011-05 which becomes
may be permitted by the Toronto Stock Exchange.
effective for fiscal years beginning on or after December 15, 2011.
The following table provides the activity under such share
The FASB is re-evaluating the requirements, with a final decision
repurchase programs as well as the share repurchase programs of
expected in the first quarter of 2013. The Company has adopted
the prior years:
In millions, except per share data
Year ended December 31,
2012
2011
2010
October 2012 – October 2013 program
Number of common shares (1)
3.6
Weighted-average price per share (2)
$ 84.23
Amount of repurchase
$ 305
N/A
N/A
N/A
October 2011 – October 2012 program
Number of common shares (1)
13.3
3.4
Weighted-average price per share (2)
$ 82.32
$ 75.08
Amount of repurchase
$ 1,095
$ 256
January 2011 – December 2011 program
Number of common shares (1)
N/A
16.5
Weighted-average price per share (2)
N/A
$ 70.56
Amount of repurchase
N/A
$ 1,164
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
January 2010 – December 2010 program
Number of common shares (1)
N/A
Weighted-average price per share (2)
N/A
Amount of repurchase
N/A
N/A
N/A
N/A
15.0
$ 60.86
$ 913
Total for the year
Number of common shares (1)
16.9
19.9
15.0
Weighted-average price per share (2)
$ 82.73
$ 71.33
$ 60.86
Amount of repurchase
$ 1,400
$ 1,420
$ 913
(1)
Includes common shares purchased in the first and fourth quarters of 2012 and 2011
and in the second and third quarters of 2010 pursuant to private agreements between
the Company and arm‘s-length third-party sellers.
(2)
Includes brokerage fees.
the currently effective requirements of these ASUs.
In May 2011, the FASB issued ASU 2011-04, Fair Value
Measurement-Amendments to Achieve Common Fair Value
Measurements and Disclosure Requirements. The update includes
two types of amendments; those that clarify the application of
existing fair value measurement and disclosure requirements and
those that change a principle or requirement for measuring fair
value or for disclosing information about fair value measurements.
The update is effective for the Company beginning January 1,
2012 and did not have a significant impact on the Company’s
consolidated financial statements.
The Accounting Standards Board of the Canadian Institute of
Chartered Accountants required all publicly accountable enter-
prises to report under International Financial Reporting Standards
(IFRS) for the fiscal years beginning on or after January 1, 2011.
However, National Instrument 52-107 issued by the Ontario
Securities Commission allows SEC issuers, as defined by the SEC,
such as CN, to file with Canadian securities regulators financial
statements prepared in accordance with U.S. GAAP. As such, the
Company decided not to report under IFRS and continues to
report under U.S. GAAP. The SEC is currently evaluating the impli-
cations of incorporating IFRS into the U.S. financial reporting sys-
tem. Should the SEC decide it will move forward, the Company
will convert its reporting to IFRS when required.
32
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Critical accounting policies
of the former CEO’s employment agreement. The Company has
The preparation of financial statements in conformity with gener-
filed legal proceedings in the United States District Court for the
ally accepted accounting principles requires management to make
Northern District of Illinois seeking, among other things, a decla-
estimates and assumptions that affect the reported amounts of
ration that the Company’s termination of the Benefits is valid. On
revenues and expenses during the period, the reported amounts
June 28, 2012, the former CEO was named President and CEO
of assets and liabilities, and the disclosure of contingent assets
and a member of the Board of Directors of the Company’s major
and liabilities at the date of the financial statements. On an ongo-
competitor in Canada.
ing basis, management reviews its estimates based upon currently
On December 21, 2012, the former CEO filed amended coun-
available information. Actual results could differ from these esti-
terclaims and affirmative defenses in the United States District
mates. The Company’s policies for personal injury and other
Court for the Northern District of Illinois to CN’s amended claims
claims, environmental matters, depreciation, pensions and other
in which the former CEO claims that CN failed to pay monthly
postretirement benefits, and income taxes, require management’s
retirement benefit installments due through June 28, 2012, the
more significant judgments and estimates in the preparation of
date on which the former CEO entered into an executive employ-
the Company’s consolidated financial statements and, as such, are
ment agreement with the Company’s major competitor in
considered to be critical. The following information should be read
Canada. The counterclaims seek affirmative damages from the
in conjunction with the Company’s 2012 Annual Consolidated
Company. The Company believes it has strong defenses and is
Financial Statements and Notes thereto.
vigorously defending those claims, but in any event, the Company
Management discusses the development and selection of the
believes the potential liability on the claims is not material. In
Company’s critical accounting estimates with the Audit Committee
addition, the former CEO made binding judicial admissions in
of the Company’s Board of Directors, and the Audit Committee
these court documents that he was not entitled to retirement
has reviewed the Company’s related disclosures.
benefits beyond June 28, 2012. As such, the Company, without
Personal injury and other claims
prejudice, has recorded a settlement gain of $20 million from the
termination of the former CEO’s retirement benefit plan for the
In the normal course of business, the Company becomes involved
period beyond June 28, 2012 which is partially offset by the rec-
in various legal actions seeking compensatory and occasionally
ognition of past accumulated actuarial losses of $4 million.
punitive damages, including actions brought on behalf of various
The Company, without prejudice, has not recorded a gain of
purported classes of claimants and claims relating to employee and
approximately $18 million from the cancellation of the former
third-party personal injuries, occupational disease and property
CEO’s RSU payout and a settlement gain of $0.7 million associ-
damage, arising out of harm to individuals or property allegedly
ated with the former CEO’s 2012 retirement benefit liability
caused by, but not limited to, derailments or other accidents.
through June 28, 2012 pending a final resolution of the legal
Proceedings against former CEO
proceedings. The Company is also seeking to recover $3 million
of retirement benefits paid to the former CEO as the Company
In February 2012, the Company’s Board of Directors unanimously
believes that the former CEO has failed to fulfill the terms of his
voted to forfeit and cancel the RSU payout of approximately
employment agreement as well as reasonable legal fees and
$18 million, the $1.5 million annual retirement benefit, and
other costs. The Company has not recognized the recovery of
other benefits (collectively the “Benefits”) otherwise due to its
these amounts.
former CEO, after determining that the former CEO was likely in
breach of his non-compete and non-disclosure of confidential
Canada
information conditions contained in the former CEO’s employ-
Employee injuries are governed by the workers’ compensation
ment agreement. The Company‘s determination was based on
legislation in each province whereby employees may be awarded
certain facts, including the former CEO’s active participation in
either a lump sum or a future stream of payments depending on
concert with the largest shareholder of the Company’s major
the nature and severity of the injury. As such, the provision for
competitor in Canada for the express purpose of installing the
employee injury claims is discounted. In the provinces where the
former CEO as Chief Executive Officer of the competitor; the
Company is self-insured, costs related to employee work-related
former CEO’s admission that he has taken a personal $5 million
injuries are accounted for based on actuarially developed esti-
stock position in the competitor; and statements by the former
mates of the ultimate cost associated with such injuries, including
CEO and the largest shareholder to the effect that the former
compensation, health care and third-party administration costs. A
CEO has developed a strategic plan for the operation of the
comprehensive actuarial study is generally performed at least on a
Company’s competitor to make it a stronger competitor to the
triennial basis. For all other legal actions, the Company maintains,
Company; the Company reasonably believes that any such strate-
and regularly updates on a case-by-case basis, provisions for such
gic plan would necessarily draw upon the Company’s confidential
items when the expected loss is both probable and can be reason-
information, which would constitute a clear and material breach
ably estimated based on currently available information.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 33
Management’s Discussion and Analysis
In 2012, the Company recorded an $18 million increase to its
Due to the inherent uncertainty involved in projecting future
provision for personal injuries and other claims as a result of a
events, including events related to occupational diseases, which
comprehensive actuarial study for employee injury claims as well
include but are not limited to, the timing and number of actual
as various other legal claims.
claims, the average cost per claim and the legislative and judicial
As at December 31, 2012, 2011 and 2010, the Company’s
environment, the Company’s future payments may differ from
provision for personal injury and other claims in Canada was as
current amounts recorded.
follows:
In millions
Balance January 1
Accruals and other
Payments
2012
2011
2010
$ 199
$ 200
$ 178
55
(45)
31
(32)
59
(37)
Balance December 31
$ 209
$ 199
$ 200
Current portion – Balance December 31
$ 39
$ 39
$ 39
Assumptions used in estimating the ultimate costs for Canadian
employee injury claims consider, among others, the discount rate,
the rate of inflation, wage increases and health care costs. The
Company periodically reviews its assumptions to reflect currently
available information. Over the past three years, the Company has
not significantly changed any of these assumptions. Changes in
any of these assumptions could materially affect Casualty and
other expense as reported in the Company’s results of operations.
For all other legal claims in Canada, estimates are based on the
specifics of the case, trends and judgment.
United States
Personal injury claims by the Company’s employees, including
claims alleging occupational disease and work-related injuries, are
subject to the provisions of the Federal Employers’ Liability Act
(FELA). Employees are compensated under FELA for damages
assessed based on a finding of fault through the U.S. jury system or
In 2012, the Company recorded a $7 million increase to its
provision for U.S. personal injury and other claims attributable to
non-occupational disease and third-party claims, which was offset
by a $6 million net reduction mainly attributable to occupational
disease claims pursuant to the 2012 external actuarial studies. In
previous years, external actuarial studies reflecting favorable
claims development have supported net reductions to the
Company’s provision for U.S. personal injury and other claims of
$6 million and $19 million in 2011 and 2010, respectively. The
previous years’ reductions were mainly attributable to decreases in
the Company’s estimates of unasserted claims and costs related to
asserted claims as a result of its ongoing risk mitigation strategy
focused on reducing the frequency and severity of claims through
injury prevention and containment; mitigation of claims; and
lower settlements for existing claims.
As at December 31, 2012, 2011 and 2010, the Company’s
provision for personal injury and other claims in the U.S. was as
follows:
In millions
Balance January 1
Accruals and other
Payments
2012
2011
2010
$ 111
$ 146
$ 166
28
(34)
30
(65)
7
(27)
Balance December 31
$ 105
$ 111
$ 146
Current portion – Balance December 31
$ 43
$ 45
$ 44
through individual settlements. As such, the provision is undis-
For the U.S. personal injury and other claims liability, historical
counted. With limited exceptions where claims are evaluated on a
claim data is used to formulate assumptions relating to the
case-by-case basis, the Company follows an actuarial-based
expected number of claims and average cost per claim (severity)
approach and accrues the expected cost for personal injury, includ-
for each year. Changes in any one of these assumptions could
ing asserted and unasserted occupational disease claims, and prop-
materially affect Casualty and other expense as reported in the
erty damage claims, based on actuarial estimates of their ultimate
Company’s results of operations. For example, a 5% change in the
cost. A comprehensive actuarial study is performed annually.
asbestos average claim cost or a 1% change in the inflation trend
For employee work-related injuries, including asserted occupa-
rate would result in an increase or decrease of approximately
tional disease claims, and third-party claims, including grade
$2 million in the liability recorded for unasserted asbestos claims.
crossing, trespasser and property damage claims, the actuarial
valuation considers, among other factors, the Company’s histori-
Environmental matters
cal patterns of claims filings and payments. For unasserted occu-
Known existing environmental concerns
pational disease claims, the actuarial study includes the projection
The Company has identified approximately 300 sites at which it is
of the Company’s experience into the future considering the
or may be liable for remediation costs, in some cases along with
potentially exposed population. The Company adjusts its liability
other potentially responsible parties, associated with alleged con-
based upon management’s assessment and the results of the
tamination and is subject to environmental clean-up and enforce-
study. On an ongoing basis, management reviews and compares
ment actions, including those imposed by the United States
the assumptions inherent in the latest actuarial study with the
Federal Comprehensive Environmental Response, Compensation
current claim experience and, if required, adjustments to the lia-
and Liability Act of 1980 (CERCLA), also known as the Superfund
bility are recorded.
law, or analogous state laws. CERCLA and similar state laws, in
addition to other similar Canadian and U.S. laws, generally impose
34
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
joint and several liability for clean-up and enforcement costs on
The Company anticipates that the majority of the liability at
current and former owners and operators of a site, as well as
December 31, 2012 will be paid out over the next five years.
those whose waste is disposed of at the site, without regard to
However, some costs may be paid out over a longer period. The
fault or the legality of the original conduct. The Company has
Company expects to partly recover certain accrued remediation
been notified that it is a potentially responsible party for study and
costs associated with alleged contamination and has recorded a
clean-up costs at approximately 10 sites governed by the
receivable in Intangible and other assets for such recoverable
Superfund law (and analogous state laws) for which investigation
amounts. Based on the information currently available, the
and remediation payments are or will be made or are yet to be
Company considers its provisions to be adequate.
determined and, in many instances, is one of several potentially
As of December 31, 2012, most of the Company’s properties
responsible parties.
have reached the final assessment stage; therefore costs related to
The ultimate cost of addressing these known contaminated
such sites have been anticipated. The final assessment stage can
sites cannot be definitely established given that the estimated
span multiple years.
environmental liability for any given site may vary depending on
the nature and extent of the contamination; the nature of antici-
Unknown existing environmental concerns
pated response actions, taking into account the available clean-up
While the Company believes that it has identified the costs likely
techniques; evolving regulatory standards governing environmen-
to be incurred for environmental matters in the next several years
tal liability; and the number of potentially responsible parties and
based on known information, the discovery of new facts, future
their financial viability. As a result, liabilities are recorded based on
changes in laws, the possibility of releases of hazardous materials
the results of a four-phase assessment conducted on a site-by-site
into the environment and the Company’s ongoing efforts to
basis. A liability is initially recorded when environmental assess-
identify potential environmental liabilities that may be associated
ments occur, remedial efforts are probable, and when the costs,
with its properties may result in the identification of additional
based on a specific plan of action in terms of the technology to be
environmental liabilities and related costs. The magnitude of such
used and the extent of the corrective action required, can be rea-
additional liabilities and the costs of complying with future envi-
sonably estimated. The Company estimates the costs related to a
ron mental laws and containing or remediating contamination
particular site using cost scenarios established by external consul-
cannot be reasonably estimated due to many factors, including:
tants based on the extent of contamination and expected costs for
(i)
the lack of specific technical information available with respect
remedial efforts. In the case of multiple parties, the Company
to many sites;
accrues its allocable share of liability taking into account the
(ii) the absence of any government authority, third-party orders,
Company’s alleged responsibility, the number of potentially
or claims with respect to particular sites;
responsible parties and their ability to pay their respective share of
(iii) the potential for new or changed laws and regulations and for
the liability. Adjustments to initial estimates are recorded as addi-
development of new remediation technologies and uncer-
tional information becomes available.
tainty regarding the timing of the work with respect to partic-
The Company’s provision for specific environmental sites is
ular sites; and
undiscounted and includes costs for remediation and restoration
(iv) the determination of the Company’s liability in proportion to
of sites, as well as monitoring costs. Environmental accruals,
other potentially responsible parties and the ability to recover
which are classified as Casualty and other in the Consolidated
costs from any third parties with respect to particular sites.
Statement of Income, include amounts for newly identified sites
or contaminants as well as adjustments to initial estimates.
Therefore, the likelihood of any such costs being incurred or
Recoveries of environmental remediation costs from other parties
whether such costs would be material to the Company cannot be
are recorded as assets when their receipt is deemed probable.
determined at this time. There can thus be no assurance that lia-
As at December 31, 2012, 2011 and 2010, the Company’s
bilities or costs related to environmental matters will not be
provision for specific environmental sites was as follows:
incurred in the future, or will not have a material adverse effect on
In millions
2012
2011
2010
Balance January 1
Accruals and other
Payments
$ 152
$ 150
$ 103
(5)
(24)
17
(15)
67
(20)
Balance December 31
$ 123
$ 152
$ 150
Current portion – Balance December 31
$ 31
$ 63
$ 34
the Company’s financial position or results of operations in a par-
ticular quarter or fiscal year, or that the Company’s liquidity will
not be adversely impacted by such liabilities or costs, although
management believes, based on current information, that the
costs to address environmental matters will not have a material
adverse effect on the Company’s financial position or liquidity.
Costs related to any unknown existing or future contamination
will be accrued in the period in which they become probable and
reasonably estimable.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 35
Management’s Discussion and Analysis
Future occurrences
For all depreciable assets, the depreciation rate is based on the
In railroad and related transportation operations, it is possible that
estimated service lives of the assets. Assessing the reasonableness
derailments or other accidents, including spills and releases of
of the estimated service lives of properties requires judgment and
hazardous materials, may occur that could cause harm to human
is based on currently available information, including periodic
health or to the environment. As a result, the Company may incur
depreciation studies conducted by the Company. The Company’s
costs in the future, which may be material, to address any such
U.S. properties are subject to comprehensive depreciation studies
harm, compliance with laws and other risks, including costs relat-
as required by the Surface Transportation Board (STB) and are
ing to the performance of clean-ups, payment of environmental
conducted by external experts. Depreciation studies for Canadian
penalties and remediation obligations, and damages relating to
properties are not required by regulation and are therefore con-
harm to individuals or property.
Regulatory compliance
ducted internally. Studies are performed on specific asset groups
on a periodic basis. Changes in the estimated service lives of the
assets and their related composite depreciation rates are imple-
The Company may incur significant capital and operating costs
mented prospectively.
associated with environmental regulatory compliance and clean-up
The studies consider, among other factors, the analysis of his-
requirements, in its railroad operations and relating to its past and
torical retirement data using recognized life analysis techniques,
present ownership, operation or control of real property.
and the forecasting of asset life characteristics. Changes in circum-
Environmental expenditures that relate to current operations are
stances, such as technological advances, changes to the Company’s
expensed unless they relate to an improvement to the property.
business strategy, changes in the Company’s capital strategy or
Expenditures that relate to an existing condition caused by past
changes in regulations can result in the actual service lives differ-
operations and which are not expected to contribute to current or
ing from the Company’s estimates.
future operations are expensed. Operating expenses for environ-
A change in the remaining service life of a group of assets, or
mental matters amounted to $16 million in 2012, $4 million in
their estimated net salvage value, will affect the depreciation rate
2011 and $23 million in 2010. For 2013, the Company expects to
used to amortize the group of assets and thus affect depreciation
incur operating expenses relating to environmental matters in the
expense as reported in the Company’s results of operations. A
same range as 2012. In addition, based on the results of its oper-
change of one year in the composite service life of the Company’s
ations and maintenance programs, as well as ongoing environ-
fixed asset base would impact annual depreciation expense by
mental audits and other factors, the Company plans for specific
approximately $25 million.
capital improvements on an annual basis. Certain of these
Depreciation studies are a means of ensuring that the assump-
improvements help ensure facilities, such as fuelling stations and
tions used to estimate the service lives of particular asset groups
waste water and storm water treatment systems, comply with
are still valid and where they are not, they serve as the basis to
environmental standards and include new construction and the
establish the new depreciation rates to be used on a prospective
updating of existing systems and/or processes. Other capital
basis. The Company has undertaken depreciation studies of its
expenditures relate to assessing and remediating certain impaired
Canadian and U.S. track and roadway properties and expects to
properties. The Company’s environmental capital expenditures
finalize these studies by the first quarter of 2013.
amounted to $13 million in 2012, $11 million in 2011 and
In 2012, the Company recorded total depreciation expense of
$14 million in 2010. For 2013, the Company expects to incur
$923 million ($883 million in 2011 and $833 million in 2010). At
capital expenditures relating to environmental matters in the same
December 31, 2012, the Company had Properties of $24,541 mil-
range as 2012.
Depreciation
lion, net of accumulated depreciation of $10,181 million
($23,917 million in 2011, net of accumulated depreciation of
$9,904 million). Additional disclosures are provided in Note 4 –
Properties are carried at cost less accumulated depreciation includ-
Properties to the Company’s 2012 Annual Consolidated Financial
ing asset impairment write-downs. The cost of properties, includ-
Statements.
ing those under capital leases, net of asset impairment write-downs,
U.S. generally accepted accounting principles require the use
is depreciated on a straight-line basis over their estimated service
of historical cost as the basis of reporting in financial statements.
lives, measured in years, except for rail which is measured in mil-
As a result, the cumulative effect of inflation, which has signifi-
lions of gross tons per mile. The Company follows the group
cantly increased asset replacement costs for capital-intensive
method of depreciation whereby a single composite depreciation
companies such as CN, is not reflected in operating expenses.
rate is applied to the gross investment in a class of similar assets,
Depreciation charges on an inflation-adjusted basis, assuming that
despite small differences in the service life or salvage value of indi-
all operating assets are replaced at current price levels, would be
vidual property units within the same asset class. The Company
substantially greater than historically reported amounts.
uses approximately 40 different depreciable asset classes.
36
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Pensions and other postretirement benefits
At December 31, 2012 and 2011, the projected pension ben-
The Company’s plans have a measurement date of December 31.
efit obligation and accumulated other postretirement benefit
The following table shows the Company’s pension liability and
obligation were as follows:
other postretirement benefits liability at December 31, 2012 and
December 31, 2011:
In millions
Pension liability
Other postretirement benefits liability
In millions
December 31,
2012
2011
Projected pension benefit obligation
$ 16,335 $ 15,548
December 31,
2012
2011
Accumulated other postretirement benefit obligation $
277 $
284
$ 524
$ 277
$ 829
$ 284
Discount rate assumption
The Company’s discount rate assumption, which is set annually at
The descriptions in the following paragraphs pertaining to
the end of each year, is used to determine the projected benefit
pensions relate generally to the Company’s main pension plan, the
obligation at the end of the year and the net periodic benefit cost
CN Pension Plan, unless otherwise specified.
for the following year. The discount rate is used to measure the
single amount that, if invested at the measurement date in a
Calculation of net periodic benefit cost (income)
portfolio of high-quality debt instruments with a rating of AA or
The Company accounts for net periodic benefit cost for pensions
better, would provide the necessary cash flows to pay for pension
and other postretirement benefits as required by FASB Accounting
benefits as they become due. The discount rate is determined by
Standards Codification 715 “Compensation – Retirement
management with the aid of third-party actuaries. For the
Benefits.” Under the standard, assumptions are made regarding
Canadian pension and other postretirement benefit plans, future
the valuation of benefit obligations and performance of plan
expected benefit payments at each measurement date are dis-
assets. In the calculation of net periodic benefit cost, the standard
counted using spot rates from a derived AA corporate bond yield
allows for a gradual recognition of changes in benefit obligations
curve. The derived curve is based on observed rates for AA corpo-
and fund performance over the expected average remaining ser-
rate bonds with short-term maturities and a projected AA corpo-
vice life of the employee group covered by the plans.
rate curve for longer term maturities based on spreads between
In accounting for pensions and other postretirement benefits,
observed AA corporate bonds and AA provincial bonds. The
assumptions are required for, among others, the discount rate, the
derived curve is expected to generate cash flows that match the
expected long-term rate of return on plan assets, the rate of com-
estimated future benefit payments of the plans as the bond rate
pensation increase, health care cost trend rates, mortality rates,
for each maturity year is applied to the plans’ corresponding
employee early retirements, terminations and disability. Changes in
expected benefit payments of that year. A discount rate of 4.15%,
these assumptions result in actuarial gains or losses, which are rec-
based on bond yields prevailing at December 31, 2012 (4.84% at
ognized in Other comprehensive income (loss). The Company
December 31, 2011) was considered appropriate by the Company
amortizes these gains or losses into net periodic benefit cost over
to match the approximately 11-year average duration of esti-
the expected average remaining service life of the employee group
mated future benefit payments. The current estimate for the
covered by the plans only to the extent that the unrecognized net
expected average remaining service life of the employee group
actuarial gains and losses are in excess of the corridor threshold,
covered by the plans is approximately ten years.
which is calculated as 10% of the greater of the beginning-of-year
The Company amortizes net actuarial gains and losses over the
balances of the projected benefit obligation or market-related value
expected average remaining service life of the employee group
of plan assets. The Company’s net periodic benefit cost for future
covered by the plans, only to the extent they are in excess of the
periods is dependent on demographic experience, economic condi-
corridor threshold. For the year ended December 31, 2012, the
tions and investment performance. Recent demographic experience
Company amortized a net actuarial loss of $119 million related to
has revealed no material net gains or losses on termination, retire-
the accumulated actuarial losses of its pension plans as part of net
ment, disability and mortality. Experience with respect to economic
periodic benefit cost. The Company also recognized $8 million of
conditions and investment performance is further discussed herein.
actuarial losses related to settlements in its various pension plans,
For the years ended December 31, 2012, 2011 and 2010, the
and recorded a net actuarial loss of $671 million on its pension
consolidated net periodic benefit cost (income) for pensions and
plans increasing the net actuarial loss recognized in Accumulated
other postretirement benefits were as follows:
other comprehensive loss to $3,264 million ($2,720 million in
In millions
Year ended December 31,
2012
2011
2010
Net periodic benefit cost (income)
for pensions
$
(9)
$ (80)
$ (70)
Net periodic benefit cost for other
postretirement benefits
$ 14
$ 19
$ 18
2011). The increase in the net actuarial loss was primarily due to
the negative liability experience resulting from the decrease in the
discount rate from 4.84% to 4.15%, partly offset by the differ-
ence in the actual and expected return on plan assets for the year
ended December 31, 2012.
For the year ended December 31, 2012, a 0.25% decrease in
the 4.15% discount rate used to determine the projected benefit
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 37
Management’s Discussion and Analysis
obligation would have resulted in a decrease of approximately
Annually, the CN Investment Division, a division of the
$490 million to the funded status for pensions and an increase of
Company created to invest and administer the assets of the plans,
approximately $30 million to the 2013 net periodic benefit cost.
proposes a short-term asset mix target (Strategy) for the coming
A 0.25% increase in the discount rate would have resulted in an
year, which is expected to differ from the Policy, because of cur-
increase of approximately $470 million to the funded status for
rent economic and market conditions and expectations. The
pensions and a decrease of approximately $30 million to the 2013
Investment Committee of the Board (Committee) regularly com-
net periodic benefit cost.
pares the actual asset mix to the Policy and Strategy asset mixes
and evaluates the actual performance of the trust funds in relation
Expected long-term rate of return assumption
to the performance of the Policy, calculated using Policy asset mix
To develop its expected long-term rate of return assumption used
and the performance of the benchmark indices.
in the calculation of net periodic benefit cost applicable to the
The Committee’s approval is required for all major investments
market-related value of assets, the Company considers multiple
in illiquid securities. The SIPP allows for the use of derivative finan-
factors. The expected long-term rate of return is determined
cial instruments to implement strategies or to hedge or adjust
based on expected future performance for each asset class and is
existing or anticipated exposures. The SIPP prohibits investments
weighted based on the current asset portfolio mix. Consideration
in securities of the Company or its subsidiaries. During the last 10
is taken of the historical performance, the premium return gener-
years ended December 31, 2012, the CN Pension Plan earned an
ated from an actively managed portfolio, as well as current and
annual average rate of return of 7.42%.
future anticipated asset allocations, economic developments,
The actual, market-related value, and expected rates of return
inflation rates and administrative expenses. Based on these fac-
on plan assets for the last five years were as follows:
tors, the rate is determined by the Company. For 2012, the
Company used a long-term rate of return assumption of 7.25%
on the market-related value of plan assets to compute net peri-
odic benefit cost. Effective January 1, 2013, the Company will
reduce the expected long-term rate of return on plan assets from
7.25% to 7.00% to reflect management’s current view of long-
term investment returns. The effect of this change in manage-
ment’s assumption will be to increase 2013 net periodic benefit
cost by approximately $20 million. The Company has elected to
use a market-related value of assets, whereby realized and unreal-
ized gains/losses and appreciation/depreciation in the value of the
investments are recognized over a period of five years, while
investment income is recognized immediately. If the Company had
elected to use the market value of assets, which for the CN
Rates of return
2012
2011
2010
2009
2008
Actual
7.7%
Market-related value 2.3%
0.3%
3.0%
8.7%
4.8%
10.8%
(11.0%)
6.5%
7.8%
Expected
7.25%
7.50%
7.75%
7.75%
8.00%
The Company’s expected long-term rate of return on plan
assets reflects management’s view of long-term investment
returns and the effect of a 1% variation in such rate of return
would result in a change to the net periodic benefit cost of
approximately $85 million. Management’s assumption of the
expected long-term rate of return is subject to risks and uncertain-
ties that could cause the actual rate of return to differ materially
from management’s assumption. There can be no assurance that
the plan assets will be able to earn the expected long-term rate of
Pension Plan at December 31, 2012 was above the market-related
return on plan assets.
value of assets by $698 million, the Company’s expected return on
plan assets for 2013 would increase by approximately $50 million.
Net periodic benefit cost for pensions for 2013
The assets of the Company’s various plans are held in separate
trust funds which are diversified by asset type, country and invest-
ment strategies. Each year, the CN Board of Directors reviews and
confirms or amends the Statement of Investment Policies and
Procedures (SIPP) which includes the plans’ long-term asset mix
and related benchmark indices (Policy). This Policy is based on a
In 2013, the Company expects a net periodic benefit cost in the
range of $100 million to $115 million for all its defined benefit
pension plans. The unfavorable variance compared to 2012 is
mainly the result of an increase in the amortization of actuarial
losses due to a decrease in the discount rate used from 4.84% to
4.15% as well as a decrease in the expected rate of return from
long-term forward-looking view of the world economy, the
7.25% to 7.00%, partly offset by lower interest costs.
dynamics of the plans’ benefit liabilities, the market return expec-
tations of each asset class and the current state of financial
markets. The target long-term asset mix in 2012 was: 2% cash
and short-term investments, 38% bonds, 47% equities, 4% real
estate, 5% oil and gas and 4% infrastructure assets.
38
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Plan asset allocation
Funding of pension plans
Based on the fair value of the assets held as at December 31,
For accounting purposes, the funded status is calculated under
2012, excluding the economic exposure of derivatives, the assets
generally accepted accounting principles for all pension plans. For
of the Company’s various plans are comprised of 4% in cash and
funding purposes, the funded status is also calculated under
short-term investments, 27% in bonds, 1% in mortgages, 41% in
going-concern and solvency scenarios as prescribed under pension
equities, 2% in real estate assets, 8% in oil and gas, 4% in infra-
legislation and subject to guidance issued by the Canadian
structure, 9% in absolute return investments, and 4% in risk-
Institute of Actuaries (CIA) for all of the Canadian defined benefit
based allocation investments. See Note 11 – Pensions and other
pension plans. The Company’s funding requirements are deter-
postretirement benefits to the Company’s 2012 Annual
mined upon completion of actuarial valuations. Actuarial valua-
Consolidated Financial Statements for information on the fair
tions are required on an annual basis for all Canadian plans, or
value measurements of such assets.
when deemed appropriate by the OSFI.
A significant portion of the plans’ assets are invested in pub-
The latest actuarial valuation of the CN Pension Plan for fund-
licly traded equity securities whose return is primarily driven by
ing purposes was conducted as at December 31, 2011 and indi-
stock market performance. Debt securities also account for a sig-
cated a funding excess on a going-concern basis of approximately
nificant portion of the plans’ investments and provide a partial
$1.1 billion and a funding deficit on a solvency basis of approxi-
offset to the variation in the pension benefit obligation that is
mately $1.3 billion. The Company’s next actuarial valuation
driven by changes in the discount rate. The funded status of the
required as at December 31, 2012 will be performed in 2013. This
plan fluctuates with market conditions and impacts funding
actuarial valuation is expected to identify a going-concern surplus
requirements. The Company will continue to make contributions
of approximately $1.4 billion, while on a solvency basis a funding
to the pension plans that as a minimum meet pension legislative
deficit of approximately $2.0 billion is expected due to the level of
requirements.
interest rates applicable during that measurement period. The
federal pension legislation requires funding deficits, as calculated
Rate of compensation increase and health care cost trend rate
under current pension regulations, to be paid over a number of
The rate of compensation increase is determined by the Company
years. Actuarial valuations are also required annually for the
based upon its long-term plans for such increases. For 2012, a rate
Company’s U.S. pension plans.
of compensation increase of 3.00% and 3.25% was used to
In 2012, in anticipation of its future funding requirements, the
determine the projected benefit obligation and the net periodic
Company made voluntary contributions of $700 million in excess
benefit cost, respectively.
of the required contributions mainly to strengthen the financial
For postretirement benefits other than pensions, the Company
position of its main pension plan, the CN Pension Plan. These
reviews external data and its own historical trends for health care
contributions can be treated as a prepayment against its required
costs to determine the health care cost trend rates. For measure-
special solvency payments. As at December 31, 2012, the
ment purposes, the projected health care cost trend rate for pre-
Company had $785 million of accumulated prepayments which
scription drugs was assumed to be 8% in 2012, and it is assumed
remain available to offset future required solvency deficit pay-
that the rate will decrease gradually to 4.5% in 2028 and remain
ments. The Company expects to use approximately $415 million
at that level thereafter.
of these prepayments to satisfy its 2013 required solvency deficit
For the year ended December 31, 2012, a one-percent-
payment. As a result, the Company’s cash contributions for 2013
age-point change in either the rate of compensation increase or
are expected to be in the range of $135 million to $335 million,
the health care cost trend rate would not cause a material change
including a potential voluntary contribution of up to $200 million,
to the Company’s net periodic benefit cost for both pensions and
for all the Company’s pension plans. The Company expects cash
other postretirement benefits.
from operations and its other sources of financing to be sufficient
to meet its 2013 funding obligations.
Adverse changes to the assumptions used to calculate the
Company’s funding status, particularly the discount rate, as well
as changes to existing federal pension legislation could signifi-
cantly impact the Company’s future contributions.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 39
Management’s Discussion and Analysis
Information disclosed by major pension plan
The following table provides the Company’s plan assets by category, projected benefit obligation at end of year, as well as Company and
employee contributions by major defined benefit pension plan:
In millions
Plan assets by category
Cash and short-term investments
Bonds
Mortgages
Equities
Real estate
Oil and gas
Infrastructure
Absolute return
Risk-based allocation
Other (1)
Total plan assets
Projected benefit obligation at end of year
Company contributions in 2012
Employee contributions in 2012
December 31, 2012
CN
Pension Plan
BC Rail Ltd
Pension Plan
U.S. and
other plans
$
582
4,017
129
6,129
268
1,289
654
1,430
566
(22)
$ 15,042
$ 15,247
$
$
784
55
$
$
$
$
$
22
174
4
195
10
45
23
46
18
13
550
548
16
-
$
$
$
$
$
11
84
-
99
1
5
2
5
2
10
219
540
33
-
Total
$
615
4,275
133
6,423
279
1,339
679
1,481
586
1
$ 15,811
$ 16,335
$
$
833
55
(1) Other consists of net operating assets required to administer the trust funds’ investment assets and the plans’ benefit and funding activities.
Additional disclosures are provided in Note 11 – Pensions and other postretirement benefits to the Company’s 2012 Annual Consolidated
Financial Statements.
Income taxes
approximately $1.2 billion and, based upon the level of historical
The Company follows the asset and liability method of accounting
taxable income and projections of future taxable income over the
for income taxes. Under the asset and liability method, the change
periods in which the deferred income tax assets are deductible,
in the net deferred income tax asset or liability is included in the
management believes it is more likely than not that the Company
computation of Net income or Other comprehensive income
will realize the benefits of these deductible differences.
(loss). Deferred income tax assets and liabilities are measured
Management has assessed the impacts of the current economic
using enacted income tax rates expected to apply to taxable
environment and concluded there are no significant impacts to its
income in the years in which temporary differences are expected
assertions for the realization of deferred income tax assets.
to be recovered or settled. As a result, a projection of taxable
In addition, Canadian or domestic tax rules and regulations, as
income is required for those years, as well as an assumption of the
well as those relating to foreign jurisdictions, are subject to inter-
ultimate recovery/settlement period for temporary differences.
pretation and require judgment by the Company that may be
The projection of future taxable income is based on manage-
challenged by the taxation authorities upon audit of the filed
ment’s best estimate and may vary from actual taxable income. On
income tax returns. Tax benefits are recognized if it is more likely
an annual basis, the Company assesses the need to establish a
than not that the tax position will be sustained on examination by
valuation allowance for its deferred income tax assets, and if it is
the taxation authorities. As at December 31, 2012, the total
deemed more likely than not that its deferred income tax assets
amount of gross unrecognized tax benefits was $36 million before
will not be realized, a valuation allowance is recorded. The ulti-
considering tax treaties and other arrangements between taxation
mate realization of deferred income tax assets is dependent upon
authorities. The amount of net unrecognized tax benefits as at
the generation of future taxable income during the periods in
December 31, 2012 was $30 million. If recognized, all of the net
which
those
temporary differences become deductible.
unrecognized tax benefits as at December 31, 2012 would affect
Management considers the scheduled reversals of deferred
the effective tax rate. The Company believes that it is reasonably
income tax liabilities including the available carryback and carry-
possible that approximately $16 million of the net unrecognized
forward periods, projected future taxable income, and tax plan-
tax benefits as at December 31, 2012 related to various federal,
ning strategies in making this assessment. As at December 31,
state, and provincial income tax matters, each of which are indi-
2012, in order to fully realize all of the deferred income tax assets,
vidually insignificant, may be recognized over the next twelve
the Company will need to generate future taxable income of
months as a result of settlements and a lapse of the applicable
40
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
statute of limitations. In Canada, the Company’s federal and pro-
corporate income tax rate changes and other legislated state tax
vincial income tax returns filed for the years 2007 to 2011 remain
revisions that was partly offset by an income tax recovery of
subject to examination by the taxation authorities. An examina-
$11 million relating to certain fuel costs attributed to various
tion of the Company’s federal income tax returns for 2008 is
wholly-owned subsidiaries’ fuel consumption in prior periods. For
currently in progress and is expected to be completed during
the year ended December 31, 2010, the Company recorded total
2013. Examinations on specific tax positions taken for federal and
income tax expense of $772 million, of which $418 million of the
provincial income tax returns for the 2007 year are currently in
reported income tax expense was for deferred income taxes. The
progress and are also expected to be completed during 2013. In
Company’s net deferred income tax liability at December 31, 2012
the U.S., the federal income tax returns filed for the years 2007 as
was $5,512 million ($5,287 million at December 31, 2011).
well as 2009 to 2011 remain subject to examination by the taxa-
Additional disclosures are provided in Note 13 – Income taxes to
tion authorities, and the state income tax returns filed for the
the Company’s 2012 Annual Consolidated Financial Statements.
years 2008 to 2011 remain subject to examination by the taxation
authorities. Examinations of various state income tax returns by
Business risks
the state taxation authorities are currently in progress, including
In the normal course of business, the Company is exposed to
two additional state examinations commenced in 2012. The
various business risks and uncertainties that can have an effect on
Company does not anticipate any significant impacts to its results
the Company’s results of operations, financial position, or liquidity.
of operations or financial position as a result of the final resolu-
While some exposures may be reduced by the Company’s risk
tions of such matters.
management strategies, many risks are driven by external factors
The Company’s deferred income tax assets are mainly composed
beyond the Company’s control or are of a nature which cannot be
of temporary differences related to the pension liability, accruals for
eliminated. The following is a discussion of key areas of business
personal injury claims and other reserves, other postretirement
risks and uncertainties.
benefits liability, and net operating losses and tax credit carryfor-
wards. The majority of these accruals will be paid out over the next
Competition
five years. The Company’s deferred income tax liabilities are mainly
The Company faces significant competition, including from rail
composed of temporary differences related to properties. The rever-
carriers and other modes of transportation, and is also affected by
sal of temporary differences is expected at future-enacted income
its customers’ flexibility to select among various origins and desti-
tax rates which could change due to fiscal budget changes and/or
nations, including ports, in getting their products to market.
changes in income tax laws. As a result, a change in the timing and/
Specifically, the Company faces competition from Canadian Pacific
or the income tax rate at which the components will reverse, could
Railway Company (CP), which operates the other major rail system
materially affect deferred income tax expense as recorded in the
in Canada and services most of the same industrial areas, com-
Company’s results of operations. A one-percentage-point change in
modity resources and population centers as the Company; major
the Company’s reported effective income tax rate would have the
U.S. railroads and other Canadian and U.S. railroads; long-distance
effect of changing the income tax expense by $37 million in 2012.
trucking companies, transportation via the St. Lawrence-Great
From time to time, the federal, provincial, and state govern-
Lakes Seaway and the Mississippi River and transportation via pipe-
ments enact new corporate income tax rates resulting in either
lines. In addition, while railroads must build or acquire and main-
lower or higher tax liabilities. Such enactments occurred in each of
tain their rail systems, motor carriers and barges are able to use
2012 and 2011 and resulted in an income tax expense of $35 mil-
public rights-of-way that are built and maintained by public entities
lion and a net income tax expense of $40 million, respectively,
without paying fees covering the entire costs of their usage.
with corresponding adjustments to the Company’s net deferred
Competition is generally based on the quality and the reliability
income tax liability.
of the service provided, access to markets, as well as price. Factors
For the year ended December 31, 2012, the Company
affecting the competitive position of customers, including exchange
recorded total income tax expense of $978 million, of which
rates and energy cost, could materially adversely affect the demand
$451 million was a deferred income tax expense and included a
for goods supplied by the sources served by the Company and,
net income tax expense of $28 million, which consisted of a
therefore, the Company’s volumes, revenues and profit margins.
$35 million income tax expense resulting from the enactment of
Factors affecting the general market conditions for our customers
higher provincial corporate income tax rates that was partly offset
can result in an imbalance of transportation capacity relative to
by a $7 million income tax recovery resulting from the recapital-
demand. An extended period of supply/demand imbalance could
ization of a foreign investment. For the year ended December 31,
negatively impact market rate levels for all transportation services,
2011, the Company recorded total income tax expense of
and more specifically the Company’s ability to maintain or increase
$899 million, of which $531 million of the reported income tax
rates. This, in turn, could materially and adversely affect the
expense was for deferred income taxes, and included a $40 mil-
Company’s business, results of operations or financial position.
lion net income tax expense resulting from the enactment of state
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 41
Management’s Discussion and Analysis
The level of consolidation of rail systems in the U.S. has
payment of environmental penalties and remediation obligations,
resulted in larger rail systems that are able to offer seamless ser-
and damages relating to harm to individuals or property.
vices in larger market areas and, accordingly, compete effectively
The environmental liability for any given contaminated site
with the Company in numerous markets. This requires the
varies depending on the nature and extent of the contamination;
Company to consider arrangements or other initiatives that would
the available clean-up techniques; evolving regulatory standards
similarly enhance its own service.
governing environmental liability; and the number of potentially
There can be no assurance that the Company will be able to
responsible parties and their financial viability. As such, the ulti-
compete effectively against current and future competitors in the
mate cost of addressing known contaminated sites cannot be
transportation industry, and that further consolidation within the
definitively established. Also, additional contaminated sites yet
transportation industry and legislation allowing for more leniency
unknown may be discovered or future operations may result in
in size and weight for motor carriers will not adversely affect the
accidental releases.
Company’s competitive position. No assurance can be given that
While some exposures may be reduced by the Company’s risk
competitive pressures will not lead to reduced revenues, profit
mitigation strategies (including periodic audits, employee training
margins or both.
Environmental matters
programs and emergency plans and procedures), many environ-
mental risks are driven by external factors beyond the Company’s
control or are of a nature which cannot be completely eliminated.
The Company’s operations are subject to numerous federal, pro-
Therefore, there can be no assurance, notwithstanding the
vincial, state, municipal and local environmental laws and regula-
Company’s mitigation strategies, that liabilities or costs related to
tions in Canada and the U.S. concerning, among other things,
environmental matters will not be incurred in the future or that
emissions into the air; discharges into waters; the generation,
environmental matters will not have a material adverse effect on
handling, storage, transportation, treatment and disposal of
the Company’s results of operations, financial position or liquidity,
waste, hazardous substances and other materials; decommission-
and reputation in a particular quarter or fiscal year.
ing of underground and aboveground storage tanks; and soil and
groundwater contamination. A risk of environmental liability is
Personal injury and other claims
inherent in railroad and related transportation operations; real
In the normal course of business, the Company becomes involved
estate ownership, operation or control; and other commercial
in various legal actions seeking compensatory and occasionally
activities of the Company with respect to both current and past
punitive damages, including actions brought on behalf of various
operations. As a result, the Company incurs significant operating
purported classes of claimants and claims relating to employee and
and capital costs, on an ongoing basis, associated with environ-
third-party personal injuries, occupational disease, and property
mental regulatory compliance and clean-up requirements in its
damage, arising out of harm to individuals or property allegedly
railroad operations and relating to its past and present ownership,
caused by, but not limited to, derailments or other accidents. The
operation or control of real property.
Company maintains provisions for such items, which it considers to
While the Company believes that it has identified the costs
be adequate for all of its outstanding or pending claims and ben-
likely to be incurred for environmental matters in the next several
efits from insurance coverage for occurrences in excess of certain
years based on known information, the discovery of new facts,
amounts. The final outcome with respect to actions outstanding or
future changes in laws, the possibility of releases of hazardous
pending at December 31, 2012, or with respect to future claims,
materials into the environment and the Company’s ongoing
cannot be predicted with certainty, and therefore there can be no
efforts to identify potential environmental liabilities that may be
assurance that their resolution will not have a material adverse
associated with its properties may result in the identification of
effect on the Company’s results of operations, financial position or
additional environmental liabilities and related costs.
liquidity, in a particular quarter or fiscal year.
In railroad and related transportation operations, it is possible
that derailments or other accidents, including spills and releases of
Labor negotiations
hazardous materials, may occur that could cause harm to human
Canadian workforce
health or to the environment. In addition, the Company is also
As at December 31, 2012, CN employed a total of 16,092 employ-
exposed to potential catastrophic liability risk, faced by the rail-
ees in Canada, of which 11,948 were unionized employees. From
road industry generally, in connection with the transportation of
time to time, the Company negotiates to renew collective agree-
toxic inhalation hazard materials such as chlorine and anhydrous
ments with various unionized groups of employees. In such cases,
ammonia, commodities that the Company may be required to
the collective agreements remain in effect until the bargaining
transport to the extent of its common carrier obligations. As a
process has been exhausted as per the Canada Labour Code.
result, the Company may incur costs in the future, which may be
On January 27, 2012, the tentative agreement reached on
material, to address any such harm, compliance with laws or other
December 12, 2011 between CN and Teamsters Canada Rail
risks, including costs relating to the performance of clean-ups,
Conference (TCRC) covering approximately 1,500 locomotive
42
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
engineers was ratified. The new collective agreement will expire
the EJ&E and WC merger on January 1, 2013, train and engine
on December 31, 2014.
service employees of the former EJ&E are now governed by the
On February 8, 2012, the tentative agreement reached on
terms of the WC collective agreements and the former EJ&E col-
December 15, 2011 between CN and the United Steelworkers
lective agreements cease to exist.
(USW) covering approximately 2,900 track maintenance employ-
The WC rail traffic controllers (RTCs) ratified their first collec-
ees was ratified. The new collective agreement will expire on
tive agreement on February 29, 2012, which led to an Implementing
December 31, 2014.
Agreement that combined the WC, ICRR and GTW RTC’s under
On May 28, 2012, the tentative agreement reached on
one collective agreement in the centralized Rail Traffic Control
April 11, 2012 between CN and the TCRC covering approximately
Center in Homewood, Illinois.
200 rail traffic controllers was ratified. The new collective agree-
ment will expire on December 31, 2014.
The general approach to labor negotiations by U.S. Class I
railroads is to bargain on a collective national basis. GTW, ICRR,
On January 31, 2013, the tentative agreement reached on
WC, BLE, PCD and EJ&E have bargained on a local basis rather
December 21, 2012 between CN and the International Brother-
than holding national, industry-wide negotiations because they
hood of Electrical Workers (IBEW), covering approximately
believe it results in agreements that better address both the
700 signal and communications employees was ratified. The new
employees’ concerns and preferences, and the railways’ actual
collective agreement will expire on December 31, 2016.
operating environment. However, local negotiations may not gen-
Disputes relating to the renewal of collective agreements could
dispute may be localized. The Company believes the potential
potentially result in strikes, work stoppages, slowdowns and loss
mutual benefits of local bargaining outweigh the risks.
of business. Future labor agreements or renegotiated agreements
Where negotiations are ongoing, the terms and conditions of
could increase labor and fringe benefits expenses. There can be no
existing agreements generally continue to apply until new agree-
assurance that the Company will be able to renew and have its
ments are reached or the processes of the Railway Labor Act have
erate federal intervention in a strike or lockout situation, since a
collective agreements ratified without any strikes or lockouts or
been exhausted.
that the resolution of these collective bargaining negotiations will
not have a material adverse effect on the Company’s results of
There can be no assurance that there will not be any work action
operations or financial position.
U.S. workforce
by any of the bargaining units with which the Company is cur-
rently in negotiations or that the resolution of these negotiations
will not have a material adverse effect on the Company’s results
As at December 31, 2012, CN employed a total of 7,338 employ-
of operations or financial position.
ees in the U.S., of which 5,752 were unionized employees.
As of February 1, 2013, the Company had in place agreements
Regulation
with bargaining units representing the entire unionized workforce
The Company’s rail operations in Canada are subject to (i) eco-
at Grand Trunk Western Railroad Company (GTW), companies
nomic regulation by the Canadian Transportation Agency under
owned by Illinois Central Railroad Company (ICRR), companies
the Canada Transportation Act (CTA), and (ii) safety regulation by
owned by Wisconsin Central Transportation Corporation (WC),
the federal Minister of Transport under the Railway Safety Act and
Bessemer & Lake Erie Railroad Company (BLE) and The Pittsburgh
certain other statutes. The Company’s U.S. rail operations are
and Conneaut Dock Company (PCD). Agreements in place have
subject to (i) economic regulation by the STB and (ii) safety regu-
various moratorium provisions, ranging from 2010 to 2016, which
lation by the Federal Railroad Administration (FRA).
preserve the status quo in respect of the given collective agree-
ment during the terms of such moratoriums. Some of these agree-
Economic regulation – Canada
ments are currently under renegotiation.
The CTA provides rate and service remedies, including final offer
In conjunction with a notice of exemption filed with the STB
arbitration (FOA), competitive line rates and compulsory inter-
allowing for the intra-corporate merger of Elgin, Joliet and Eastern
switching. The CTA also regulates the maximum revenue entitle-
Railway Company (EJ&E) and WC, the Company has served notice
ment for the movement of grain, charges for railway ancillary
to unions representing train and engine service employees on
services and noise-related disputes. In addition, various Company
those properties to consolidate the collective agreements. As of
business transactions must gain prior regulatory approval, with
August 30, 2012, CN reached tentative agreements with the
attendant risks and uncertainties.
United Transportation Union (UTU) and the Brotherhood of
On December 11, 2012, the Government introduced Bill C-52
Locomotive Engineers and Trainmen (BLET) to complete the con-
which gives shippers a right to an agreement respecting the level of
solidation of the collective agreements covering all impacted train
service to be provided by a railway company. The Bill also sets out a
and engine employees. Ratification of both of these agreements
process by which the level of service to be provided by the railway
was completed on October 7, 2012. Effective with the closing of
company can be established through an arbitration process
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 43
Management’s Discussion and Analysis
in the event that the parties cannot reach agreement through
gation and determine that a failure to meet these standards is due
their own commercial negotiations. However, the arbitration pro-
to the host railroad’s failure to provide preference to Amtrak, the
cess will not be available to a shipper in respect of a matter that
STB is authorized to assess damages against the host railroad. On
is governed by a written agreement between the shipper and the
January 19, 2012, Amtrak filed a petition with the STB to com-
railway company or in respect of traffic that is subject to a decision
mence such an investigation, including a request for damages for
issued under the final arbitration process.
preference failures, for allegedly sub-standard performance of
Amtrak trains on CN’s ICRR and GTW lines. On March 9, 2012, CN
No assurance can be given that any current or future legislative
responded and on March 27, 2012, Amtrak and CN filed a joint
action by the federal government or other future government
motion requesting the STB to hold the proceedings in abeyance in
initiatives will not materially adversely affect the Company’s results
order to enter into a STB-supervised mediation. The STB appointed
of operations or financial position.
Economic regulation – U.S.
a mediator for the matter on April 10, 2012, and ordered the
proceedings held in abeyance until October 4, 2012 when the
mediation ended and the proceedings resumed. The Company is
The STB serves as both an adjudicatory and regulatory body and
also participating in a railroad industry challenge to the constitu-
has jurisdiction over railroad rate and service issues and rail
tionality of the joint FRA/Amtrak performance metrics and stan-
restructuring transactions such as mergers, line sales, line con-
dards. On May 31, 2012, the U.S. District Court in Washington
struction and line abandonments. As such, various Company
D.C. upheld PRIIA’s constitutionality over the industry’s challenge.
business transactions must gain prior regulatory approval, with
The decision was appealed to the U.S. Court of Appeals for the
attendant risks and uncertainties. On May 23, 2012, the Company
D.C. Circuit. Briefing is complete and the Court will hear oral
filed with the STB a notice of exemption for the intra-corporate
arguments on February 19, 2013.
merger of EJ&E into WC. The notice became effective on June 22,
The U.S. Congress has had under consideration for several
2012 and the Company consummated the merger effective
years various pieces of legislation that would increase federal
January 1, 2013.
economic regulation of the railroad industry. Broad legislation to
The STB has undertaken proceedings in a number of areas
modify economic regulation of the rail industry (S. 158) and legis-
recently on rail issues. On February 24, 2011, the STB held a hear-
lation to repeal the rail industry’s limited antitrust exemptions (S.
ing to review the commodities and forms of service currently
49) were introduced in 2011 in the Senate. S. 49 has also been
exempt from STB regulation and is considering the comments on
approved by the Senate Judiciary Committee and there is no
these matters and may take further action. On May 7, 2012, the
assurance that this or similar legislation will not progress through
STB proposed new regulations concerning the liability of third
the legislative process in 2013 or in future years.
parties for rail car demurrage providing that any person receiving
The acquisition of the EJ&E in 2009 followed an extensive reg-
rail cars from a carrier for loading or unloading who detains the
ulatory approval process by the STB, which included an
cars beyond a specified period of time may be held liable for
Environmental Impact Statement (EIS) that resulted in conditions
demurrage if that person has actual notice of the carrier’s demur-
imposed to mitigate municipalities’ concerns regarding increased
rage tariff providing for such liability prior to the carrier’s placement
rail activity expected along the EJ&E line (see Contractual obliga-
of the cars. On July 25, 2012, following hearings in June 2011 on
tions section of this MD&A). The Company accepted the STB-
the state of competition in the railroad industry, the STB com-
imposed conditions with one exception. The Company filed an
menced a proceeding to evaluate a proposal made by the National
appeal at the U.S. Court of Appeals for the District of Columbia
Industrial Transportation League for competitive switching. In a
Circuit challenging the STB’s condition requiring the installation of
first phase, the STB has asked parties to submit a wide variety of
grade separations at two locations along the EJ&E line at Company
data to assess the scope and potential impact of the proposal. Also
funding levels significantly beyond prior STB practice. Appeals were
on July 25, 2012, the STB issued a notice of proposed rulemaking
also filed by certain communities challenging the sufficiency of the
to raise relief caps and remove certain other limitations for rate
EIS. On March 15, 2011, the Court denied the CN and community
complaints brought under its simplified rate guidelines.
appeals. As such, the Company estimates its total remaining com-
As part of the Passenger Rail Investment and Improvement Act
mitment related to the acquisition to be approximately $100 mil-
of 2008 (PRIIA), the U.S. Congress has authorized the STB to
lion (US$100 million). The commitment for the grade separation
investigate any railroad over whose track Amtrak operates that
projects is based on estimated costs provided by the STB at the
fails to meet an 80 percent on-time performance standard for
time of acquisition and could be subject to adjustment.
Amtrak operations extending over two calendar quarters and to
The STB also imposed a five-year monitoring and oversight
determine the cause of such failures. Compliance with this man-
condition, subsequently extended to six years, during which the
date began with the third quarter of 2010 and is governed by
Company is required to file with the STB monthly operational
performance metrics and standards jointly issued by the FRA and
reports as well as quarterly reports on the implementation status
Amtrak on May 12, 2010. Should the STB commence an investi-
of the STB-imposed mitigation conditions. This permits the STB to
44
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
take further action if there is a material change in the facts and
U.S. destinations and that amendment of the current HMT struc-
circumstances upon which it relied in imposing the specific mitiga-
ture should be considered so as to assist U.S. seaports.
tion conditions. On November 8, 2012, the STB denied the
request of the Village of Barrington, IL, that the STB impose addi-
No assurance can be given that these or any future regulatory
tional mitigation that would require CN to fund the full cost of a
initiatives by the U.S. federal government will not materially
grade separation at a location along the EJ&E line in Barrington.
adversely affect the Company’s results of operations, or its com-
On December 26, 2012, the Village appealed the STB’s decision to
petitive and financial position.
the U.S. Court of Appeals for the D.C. Circuit. A first oversight
audit of the Company’s EJ&E’s operational and environmental
Safety regulation – Canada
reporting was completed in April 2010, and after public comment
Rail safety regulation in Canada is the responsibility of Transport
was finalized by the STB in December 2010. In December 2011,
Canada, which administers the Canadian Railway Safety Act, as
the STB directed a second oversight audit that commenced on
well as the rail portions of other safety-related statutes. On
February 17, 2012, that audit was completed on April 30, 2012,
June 4, 2010, the Minister of Transport tabled Bill C-33 proposing
and released publicly by the STB on June 18, 2012.
a number of amendments to the Railway Safety Act. The Standing
The resolution of matters that could arise during the STB’s
Committee on Transport and Infrastructure completed its study of
remaining oversight of the transaction cannot be predicted with
Bill C-33, but the Bill died on the Order Paper when Parliament
certainty, and therefore, there can be no assurance that their res-
was dissolved in March 2011. On October 6, 2011, the Government
olution will not have a material adverse effect on the Company’s
tabled Bill S-4 which included essentially the same provisions as
financial position or results of operations.
those that were in Bill C-33. Bill S-4 received Royal Assent on
The Company’s ownership of the former Great Lakes
May 17, 2012 and will come into force on May 1, 2013.
Transportation vessels is subject to regulation by the U.S. Coast
Guard (USCG) and the Department of Transportation, Maritime
Safety regulation – U.S.
Administration, which regulate the ownership and operation of
Rail safety regulation in the U.S. is the responsibility of the FRA,
vessels operating on the Great Lakes and in U.S. coastal waters. In
which administers the Federal Railroad Safety Act, as well as the
addition, the Environmental Protection Agency (EPA) has authority
rail portions of other safety statutes. In 2008, the U.S. federal
to regulate air emissions from these vessels. On August 28, 2009,
government enacted legislation reauthorizing the Federal Railroad
the EPA issued a proposed rule to extend an ongoing rulemaking to
Safety Act. This legislation covers a broad range of safety issues,
limit sulfur emissions for ocean-going vessels to operations in the
including fatigue management, positive train control (PTC), grade
Great Lakes. The EPA’s proposed rule would have had an adverse
impact on the Company’s Great Lakes Fleet operations. The
Company’s U.S.-flag vessel operator filed comments on September
crossings, bridge safety, and other matters. The legislation requires
all Class I railroads and intercity passenger and commuter railroads
to implement a PTC system by December 31, 2015 on mainline
28, 2009 in the proceeding. On December 22, 2009, the EPA issued
track where intercity passenger railroads and commuter railroads
its final emissions regulations, which addressed many of Great
operate and where toxic inhalation hazard materials are trans-
Lakes Fleet’s concerns. In addition, the USCG on August 28, 2009
ported. PTC is a collision avoidance technology intended to over-
proposed to amend its regulations on ballast water management;
ride locomotive controls and stop a train before an accident. The
the Company’s U.S.-flag vessel operator participated in this
Company is taking steps to ensure implementation of PTC in
rulemaking proceeding. The USCG published its final rule in this
proceeding on March 23, 2012. At present, vessels operating on
the Great Lakes are not covered by the final rule, but expansion of
accordance with the new law, including working with other
Class I railroads to satisfy the requirements for U.S. network
interoperability. The Company’s PTC Implementation Plan, submit-
the new requirements at some time in the future is possible.
ted in April 2010, has been approved by the FRA. Total implemen-
On November 8, 2011, the Federal Maritime Commission
tation costs associated with PTC are estimated to be
(FMC), which has authority over oceanborne transport of cargo
US$220 million. The legislation also caps the number of on-duty
into and out of the U.S., initiated a Notice of Inquiry to examine
and limbo time hours for certain rail employees on a monthly
whether the U.S. Harbor Maintenance Tax (HMT) and other fac-
basis. The Company is taking appropriate steps and is working
tors may be contributing to the diversion of U.S.-bound cargo to
with the FRA to ensure that its operations conform to the law’s
Canadian and Mexican seaports, which could affect CN rail oper-
requirements.
ations. The Company filed comments in this proceeding on
January 9, 2012. In July 2012, the FMC issued its study, which
No assurance can be given that these or any future regulatory
found that carriers shipping cargo through Canadian or Mexican
initiatives by the Canadian and U.S. federal governments will not
ports violate no U.S. law, treaty, agreement, or FMC regulation.
materially adversely affect the Company’s results of operations, or
The report stated, however, that the HMT is one of many factors
its competitive and financial position.
affecting the increased use of foreign ports for cargo bound for
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 45
Management’s Discussion and Analysis
Security
transfer of all such cars to and from shippers, receivers and
The Company is subject to statutory and regulatory directives in
other carriers that will move from, to, or through designated
the U.S. addressing homeland security concerns. In the U.S.,
high-threat urban areas.
safety matters related to security are overseen by the Transportation
(iii) The PHMSA has issued regulations to enhance the crashwor-
Security Administration (TSA), which is part of the U.S. Department
thiness protection of tank cars used to transport toxic inhala-
of Homeland Security (DHS) and the Pipeline and Hazardous
tion hazard materials and to limit the operating conditions of
Materials Safety Administration (PHMSA), which, like the FRA, is
such cars.
part of the U.S. Department of Transportation. Border security falls
(iv) In Canada, the Transportation of Dangerous Goods Act estab-
under the jurisdiction of U.S. Customs and Border protection
lishes the safety requirements for the transportation of goods
(CBP), which is part of the DHS. In Canada, the Company is sub-
classified as dangerous and enables the establishment of regu-
ject to regulation by the Canada Border Services Agency (CBSA).
lations for security training and screening of personnel working
More specifically, the Company is subject to:
with dangerous goods, as well as the development of a program
(i) Border security arrangements, pursuant to an agreement the
to require a transportation security clearance for dangerous
Company and CP entered into with the CBP and the CBSA.
goods and that dangerous goods be tracked during transport.
(ii) The CBP’s Customs-Trade Partnership Against Terrorism
(C-TPAT) program and designation as a low-risk carrier under
While the Company will continue to work closely with the CBSA,
CBSA’s Customs Self-Assessment (CSA) program.
CBP, and other Canadian and U.S. agencies, as described above,
(iii) Regulations imposed by the CBP requiring advance notification
no assurance can be given that these and future decisions by the
by all modes of transportation for all shipments into the U.S.
U.S., Canadian, provincial, state, or local governments on home-
The CBSA is also working on similar requirements for Canada-
land security matters, legislation on security matters enacted by
bound traffic.
the U.S. Congress or Parliament, or joint decisions by the industry
(iv) Inspection for imported fruits and vegetables grown in Canada
in response to threats to the North American rail network, will not
and the agricultural quarantine and inspection (AQI) user fee
materially adversely affect the Company’s results of operations, or
for all traffic entering the U.S. from Canada.
its competitive and financial position.
The Company has worked with the Association of American
Radio communications
Railroads to develop and put in place an extensive industry-wide
The Company uses radios for a variety of operational purposes.
security plan to address terrorism and security-driven efforts by
Licenses for these activities, as well as the transfer or assignment
state and local governments seeking to restrict the routings of
of these
licenses, require authorization of the Federal
certain hazardous materials. If such state and local routing restric-
Communications Commission (FCC). The Company uncovered a
tions were to go into force, they would be likely to add to security
number of instances where such authorization was not obtained
concerns by foreclosing the Company’s most optimal and secure
and disclosed those instances to the FCC on a voluntary basis. The
transportation routes, leading to increased yard handling, longer
Company is undertaking a number of corrective actions with the
hauls, and the transfer of traffic to lines less suitable for moving
FCC to address the situation, the whole without prejudice to a
hazardous materials, while also infringing upon the exclusive and
future FCC enforcement action and the imposition of fines.
uniform federal oversight over railroad security matters.
Transportation of hazardous materials
Other risks
Economic conditions
The Company may be required to transport toxic inhalation haz-
The Company, like other railroads, is susceptible to changes in the
ard materials to the extent of its common carrier obligations and,
economic conditions of the industries and geographic areas that
as such, is exposed to additional regulatory oversight.
produce and consume the freight it transports or the supplies it
(i) The PHMSA requires carriers operating in the U.S. to report
requires to operate. In addition, many of the goods and commodi-
annually the volume and route-specific data for cars containing
ties carried by the Company experience cyclicality in demand. Many
these commodities; conduct a safety and security risk analysis
of the bulk commodities the Company transports move offshore and
for each used route; identify a commercially practicable alter-
are affected more by global rather than North American economic
native route for each used route; and select for use the practi-
conditions. Adverse North American and global economic condi-
cal route posing the least safety and security risk.
tions, or economic or industrial restructuring, that affect the produc-
(ii) The TSA requires rail carriers to provide upon request, within
ers and consumers of the commodities carried by the Company,
five minutes for a single car and 30 minutes for multiple cars,
including customer insolvency, may have a material adverse effect on
location and shipping information on cars on their networks
the volume of rail shipments and/or revenues from commodities
containing toxic inhalation hazard materials and certain radio-
carried by the Company, and thus materially and negatively affect its
active or explosive materials; and ensure the secure, attended
results of operations, financial position, or liquidity.
46
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Pensions
markets. Government response to such events could adversely affect
Overall returns in the capital markets and the level of interest rates
the Company’s operations. Insurance premiums could also increase
affect the funded status of the Company’s defined benefit pen-
significantly or coverage could become unavailable.
sion plans.
For accounting purposes, the funded status of all pension
Customer credit risk
plans is calculated at the measurement date, which for the
In the normal course of business, the Company monitors the
Company is December 31, using generally accepted accounting
financial condition and credit limits of its customers and reviews
principles. Adverse changes with respect to pension plan returns
the credit history of each new customer. Although the Company
and the level of interest rates from the last measurement date may
believes there are no significant concentrations of credit risk, eco-
have a material adverse effect on the funded status and signifi-
nomic conditions can affect the Company’s customers and can
cantly impact future pension expense.
result in an increase to the Company’s credit risk and exposure to
For funding purposes, the funded status of the Canadian pen-
the business failures of its customers. To manage its credit risk on
sion plans is calculated to determine the required level of contri-
an ongoing basis, the Company’s focus is on keeping the average
butions using going-concern and solvency scenarios as prescribed
daily sales outstanding within an acceptable range and working
under pension legislation and subject to guidance issued by the
with customers to ensure timely payments, and in certain cases,
Canadian Institute of Actuaries. Adverse changes with respect to
requiring financial security, including letters of credit. A wide-
pension plan returns and the level of interest rates from the date
spread deterioration of customer credit and business failures of
of the last actuarial valuations as well as changes to existing fed-
customers could have a material adverse effect on the Company’s
eral pension legislation may significantly impact future pension
results of operations, financial position or liquidity.
contributions and have a material adverse effect on the funded
status of the plans and the Company’s results of operations. The
Liquidity
Company’s funding requirements are determined upon comple-
Disruptions in the financial markets or deterioration of the
tion of actuarial valuations which are required on an annual basis
Company’s credit ratings could hinder the Company’s access to
for all Canadian plans, or when deemed appropriate by the OSFI.
external sources of funding to meet its liquidity needs. There can
The federal pension legislation allows funding deficits to be paid
be no assurance that changes in the financial markets will not
over a number of years. Actuarial valuations are also required
have a negative effect on the Company’s liquidity and its access to
annually for the Company’s U.S. pension plans.
capital at acceptable rates.
In 2012, in anticipation of its future funding requirements, the
Company made voluntary contributions of $700 million ($350 mil-
Supplier risk
lion in 2011) in excess of the required contributions mainly to
The Company operates in a capital-intensive industry where the
strengthen the financial position of its main pension plan, the CN
complexity of rail equipment limits the number of suppliers avail-
Pension Plan. The Company can treat these contributions as a
able. The supply market could be disrupted if changes in the
prepayment against future pension deficit funding requirements.
economy caused any of the Company’s suppliers to cease produc-
As a result, the Company’s cash contributions for 2013 are
tion or to experience capacity or supply shortages. This could also
expected to be in the range of $135 million to $335 million,
result in cost increases to the Company and difficulty in obtaining
including a potential voluntary contribution of up to $200 million,
and maintaining the Company’s rail equipment and materials.
for all the Company’s pension plans.
Since the Company also has foreign suppliers, international rela-
The Company expects cash from operations and its other
tions, trade restrictions and global economic and other conditions
sources of financing to be sufficient to meet its funding obligation.
may potentially interfere with the Company’s ability to procure
Trade restrictions
necessary equipment. To manage its supplier risk, it is the
Company’s long-standing practice to ensure that more than one
Global as well as North American trade conditions, including trade
source of supply for a key product or service, where feasible, is
barriers on certain commodities, may interfere with the free circu-
available. Widespread business failures of, or restrictions on sup-
lation of goods across Canada and the U.S.
pliers, could have a material adverse effect on the Company’s
results of operations or financial position.
Terrorism and international conflicts
Potential terrorist actions can have a direct or indirect impact on the
Availability of qualified personnel
transportation infrastructure, including railway infrastructure in
The Company, like other companies in North America, may expe-
North America, and can interfere with the free flow of goods. Rail
rience demographic challenges in the employment levels of its
lines, facilities and equipment could be directly targeted or become
workforce. Changes in employee demographics, training require-
indirect casualties, which could interfere with the free flow of goods.
ments and the availability of qualified personnel, particularly
International conflicts can also have an impact on the Company’s
locomotive engineers and trainmen, could negatively impact the
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 47
Management’s Discussion and Analysis
Company’s ability to meet demand for rail service. The Company
Transportation network disruptions
expects that approximately 40% of its workforce will be eligible to
Due to the integrated nature of the North American freight trans-
retire or leave through normal attrition (death, termination, resig-
portation infrastructure, the Company’s operations may be nega-
nation) within the next five-year period. The Company monitors
tively affected by service disruptions of other transportation links
employment levels to ensure that there is an adequate supply of
such as ports and other railroads which interchange with the
personnel to meet rail service requirements. However, the
Company. A significant prolonged service disruption of one or
Company’s efforts to attract and retain qualified personnel may be
more of these entities could have an adverse effect on the
hindered by specific conditions in the job market. No assurance
Company’s results of operations, financial position or liquidity.
can be given that demographic or other challenges will not mate-
Furthermore, deterioration in the cooperative relationships with
rially adversely affect the Company’s results of operations or its
the Company’s connecting carriers could directly affect the
financial position.
Fuel costs
Company’s operations.
Weather and climate change
The Company, like other railroads, is susceptible to the volatility of
The Company’s success is dependent on its ability to operate its
fuel prices due to changes in the economy or supply disruptions.
railroad efficiently. Severe weather and natural disasters, such as
Fuel shortages can occur due to refinery disruptions, production
extreme cold or heat, flooding, drought, hurricanes and earth-
quota restrictions, climate, and labor and political instability. Rising
quakes, can disrupt operations and service for the railroad, affect
fuel prices could materially adversely affect the Company’s
the performance of locomotives and rolling stock, as well as dis-
expenses. As such, CN has implemented a fuel surcharge program
rupt operations for both the Company and its customers. Climate
with a view of offsetting the impact of rising fuel prices. The sur-
change, including the impact of global warming, has the potential
charge applied to customers is determined in the second calendar
physical risk of increasing the frequency of adverse weather
month prior to the month in which it is applied, and is calculated
events, which can disrupt the Company’s operations, damage its
using the average monthly price of West-Texas Intermediate crude
infrastructure or properties, or otherwise have a material adverse
oil (WTI) for revenue-based tariffs and On-Highway Diesel (OHD)
effect on the Company’s results of operations, financial position or
for mileage-based tariffs. Increases in fuel prices or supply disrup-
liquidity. In addition, although the Company believes that the
tions may materially adversely affect the Company’s results of
growing support for climate change legislation is likely to result in
operations, financial position or liquidity.
changes to the regulatory framework in Canada and the U.S., it is
Foreign currency
too early to predict the manner or degree of such impact on the
Company at this time. Restrictions, caps, taxes, or other controls
The Company conducts its business in both Canada and the U.S.
on emissions of greenhouse gasses, including diesel exhaust,
and as a result, is affected by currency fluctuations. The estimated
could significantly increase the Company’s capital and operating
annual impact on net income of a year-over-year one-cent change
costs or affect the markets for, or the volume of, the goods the
in the Canadian dollar relative to the US dollar is in the range of
Company carries thereby resulting in a material adverse effect on
$5 million to $15 million. Changes in the exchange rate between
operations, financial position, results of operations or liquidity.
the Canadian dollar and other currencies (including the US dollar)
More specifically, climate change legislation and regulation could
make the goods transported by the Company more or less com-
(a) affect CN’s utility coal customers due to coal capacity being
petitive in the world marketplace and thereby may adversely affect
replaced with natural gas generation and renewable energy; (b)
the Company’s revenues and expenses.
Reliance on technology
make it difficult for CN’s customers to produce products in a
cost-competitive manner due to increased energy costs; and (c)
increase legal costs related to defending and resolving legal claims
The Company relies on information technology in all aspects of its
and other litigation related to climate change.
business. While the Company has business continuity and disaster
recovery plans in place, a significant disruption or failure of its
information technology systems could result in service interrup-
tions, safety failures, security violations, regulatory compliance
failures or other operational difficulties and compromise corporate
information and assets against intruders and, as such, could
adversely affect the Company’s results of operations, financial
position or liquidity. If the Company is unable to acquire or imple-
ment new technology, it may suffer a competitive disadvantage,
which could also have an adverse effect on the Company’s results
of operations, financial position or liquidity.
48
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Management’s Discussion and Analysis
Controls and procedures
The Company’s Chief Executive Officer and its Chief Financial
Officer, after evaluating the effectiveness of the Company’s “dis-
closure controls and procedures” (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2012, have
concluded that the Company’s disclosure controls and procedures
were effective.
During the fourth quarter ended December 31, 2012, there was
no change in the Company’s internal control over financial report-
ing that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
As of December 31, 2012, management has assessed the
effectiveness of the Company’s internal control over financial
reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control – Integrated Framework. Based on this assess-
ment, management has determined that the Company’s internal
control over financial reporting was effective as of December 31,
2012, and issued Management’s Report on Internal Control over
Financial Reporting dated February 1, 2013 to that effect.
The Company’s 2012 Annual Information Form (AIF) and Form 40-F,
may be found on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov, respectively. Copies of such documents, as well as
the Company’s Notice of Intention to Make a Normal Course Issuer
Bid, may be obtained by contacting the Corporate Secretary’s office.
Montreal, Canada
February 1, 2013
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 49
Management’s Report on Internal Control
Report of Independent Registered Public Accounting Firm
over Financial Reporting
Management is responsible for establishing and maintaining ade-
To the Shareholders and Board of Directors of the Canadian
quate internal control over financial reporting. Internal control
National Railway Company
over financial reporting is a process designed to provide reason-
able assurance regarding the reliability of financial reporting and
We have audited the accompanying consolidated balance sheets
the preparation of financial statements for external purposes in
of the Canadian National Railway Company (the “Company”) as
accordance with generally accepted accounting principles.
of December 31, 2012 and 2011, and the related consolidated
Because of its inherent limitations, internal control over financial
statements of income, comprehensive income, changes in share-
reporting may not prevent or detect misstatements.
holders’ equity and cash flows for each of the years in the three-
Management has assessed the effectiveness of the Company’s
year period ended December 31, 2012. These consolidated
internal control over financial reporting as of December 31, 2012
financial statements are the responsibility of the Company’s man-
using the criteria set forth by the Committee of Sponsoring
agement. Our responsibility is to express an opinion on these
Organizations of the Treadway Commission (COSO) in Internal
consolidated financial statements based on our audits.
Control – Integrated Framework. Based on this assessment, man-
We conducted our audits in accordance with Canadian gener-
agement has determined that the Company’s internal control over
ally accepted auditing standards and the standards of the Public
financial reporting was effective as of December 31, 2012.
Company Accounting Oversight Board (United States). Those stan-
KPMG LLP, an independent registered public accounting firm,
dards require that we plan and perform the audit to obtain reason-
has issued an unqualified audit report on the effectiveness of the
able assurance about whether the financial statements are free of
Company’s internal control over financial reporting as of
material misstatement. An audit includes examining, on a test basis,
December 31, 2012 and has also expressed an unqualified audit
evidence supporting the amounts and disclosures in the financial
opinion on the Company’s 2012 consolidated financial statements
statements. An audit also includes assessing the accounting princi-
as stated in their Reports of Independent Registered Public
ples used and significant estimates made by management, as well
Accounting Firm dated February 1, 2013.
as evaluating the overall financial statement presentation. We
Claude Mongeau
President and Chief Executive Officer
February 1, 2013
Luc Jobin
Executive Vice-President and Chief Financial Officer
February 1, 2013
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2012 and
2011, and its consolidated results of operations and its consoli-
dated cash flows for each of the years in the three-year period
ended December 31, 2012, in conformity with United States
generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of
December 31, 2012, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”),
and our report dated February 1, 2013 expressed an unqualified
opinion on the effectiveness of the Company’s internal control
over financial reporting.
KPMG LLP*
Montreal, Canada
February 1, 2013
* FCPA auditor, FCA, public accountancy permit No. A106087
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
KPMG Canada provides services to KPMG LLP.
50
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of the Canadian
financial reporting includes those policies and procedures that
National Railway Company
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
We have audited the Canadian National Railway Company’s (the
assets of the company; (2) provide reasonable assurance that trans-
“Company”) internal control over financial reporting as of
actions are recorded as necessary to permit preparation of financial
December 31, 2012, based on criteria established in Internal
statements in accordance with generally accepted accounting
Control – Integrated Framework issued by the Committee of
principles, and that receipts and expenditures of the company are
Sponsoring Organizations of the Treadway Commission (“COSO”).
being made only in accordance with authorizations of manage-
The Company’s management is responsible for maintaining effec-
ment and directors of the company; and (3) provide reasonable
tive internal control over financial reporting, and for its assessment
assurance regarding prevention or timely detection of unautho-
of the effectiveness of internal control over financial reporting
rized acquisition, use, or disposition of the company’s assets that
included in the accompanying Management’s Report on Internal
could have a material effect on the financial statements.
Control over Financial Reporting. Our responsibility is to express
Because of its inherent limitations, internal control over finan-
an opinion on the Company’s internal control over financial
cial reporting may not prevent or detect misstatements. Also,
reporting based on our audit.
projections of any evaluation of effectiveness to future periods are
We conducted our audit in accordance with the standards of
subject to the risk that controls may become inadequate because
the Public Company Accounting Oversight Board (United States).
of changes in conditions, or that the degree of compliance with
Those standards require that we plan and perform the audit to
the policies or procedures may deteriorate.
obtain reasonable assurance about whether effective internal
In our opinion, the Company maintained, in all material
control over financial reporting was maintained in all material
respects, effective internal control over financial reporting as of
respects. Our audit included obtaining an understanding of inter-
December 31, 2012, based on criteria established in Internal
nal control over financial reporting, assessing the risk that a mate-
Control – Integrated Framework issued by the COSO.
rial weakness exists, and testing and evaluating the design and
We also have audited, in accordance with Canadian generally
operating effectiveness of internal control based on the assessed
accepted auditing standards and the standards of the Public
risk. Our audit also included performing such other procedures as
Company Accounting Oversight Board (United States), the con-
we considered necessary in the circumstances. We believe that our
solidated balance sheets of the Company as of December 31,
audit provides a reasonable basis for our opinion.
2012 and 2011, and the related consolidated statements of
A company’s internal control over financial reporting is a pro-
income, comprehensive income, changes in shareholders’ equity
cess designed to provide reasonable assurance regarding the reli-
and cash flows for each of the years in the three-year period
ability of financial reporting and the preparation of financial
ended December 31, 2012, and our report dated February 1,
statements for external purposes in accordance with generally
2013 expressed an unqualified opinion on those consolidated
accepted accounting principles. A company’s internal control over
financial statements.
KPMG LLP*
Montreal, Canada
February 1, 2013
* FCPA auditor, FCA, public accountancy permit No. A106087
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
KPMG Canada provides services to KPMG LLP.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 51
Consolidated Statement of Income
In millions, except per share data
Year ended December 31,
2012
2011
2010
Revenues
Operating expenses
Labor and fringe benefits
Purchased services and material
Fuel
Depreciation and amortization
Equipment rents
Casualty and other
Total operating expenses
Operating income
Interest expense
Other income (Note 12)
Income before income taxes
Income tax expense (Note 13)
Net income
Earnings per share (Note 15)
Basic
Diluted
Weighted-average number of shares
Basic
Diluted
$ 9,920
$ 9,028
$ 8,297
1,952
1,812
1,744
1,248
1,120
1,036
1,524
1,412
1,048
924
249
338
884
228
276
834
243
368
6,235
5,732
5,273
3,685
3,296
3,024
(342)
315
(341)
401
(360)
212
3,658
3,356
2,876
(978)
(899)
(772)
$ 2,680
$ 2,457
$ 2,104
$ 6.15
$ 5.45
$ 4.51
$ 6.12
$ 5.41
$ 4.48
435.6
451.1
466.3
437.7
454.4
470.1
See accompanying notes to consolidated financial statements.
52
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Consolidated Statement of Comprehensive Income
In millions
Net income
Other comprehensive income (loss) (Note 18)
Foreign exchange gain (loss) on:
Year ended December 31,
2012
2011
2010
$ 2,680
$ 2,457
$ 2,104
Translation of the net investment in foreign operations
(128)
130
(330)
Translation of US dollar-denominated long-term debt designated as
a hedge of the net investment in U.S. subsidiaries
123
(122)
315
Pension and other postretirement benefit plans (Note 11):
Net actuarial loss arising during the year
Prior service cost arising during the year
Amortization of net actuarial loss included in net periodic benefit cost (income)
Amortization of prior service cost included in net periodic benefit cost (income)
Derivative instruments (Note 17)
Other comprehensive loss before income taxes
Income tax recovery
Other comprehensive loss
Comprehensive income
(660)
(1,541)
(931)
(6)
119
7
-
(28)
8
4
(2)
(545)
(1,551)
127
421
(418)
(1,130)
(5)
1
2
(1)
(949)
188
(761)
$ 2,262
$ 1,327
$ 1,343
See accompanying notes to consolidated financial statements.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 53
Consolidated Balance Sheet
In millions
Assets
Current assets
Cash and cash equivalents
Restricted cash and cash equivalents (Note 8)
Accounts receivable (Note 3)
Material and supplies
Deferred and receivable income taxes (Note 13)
Other
Total current assets
Properties (Note 4)
Intangible and other assets (Note 5)
Total assets
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and other (Note 6)
Current portion of long-term debt (Note 8)
Total current liabilities
Deferred income taxes (Note 13)
Pension and other postretirement benefits, net of current portion (Note 11)
Other liabilities and deferred credits (Note 7)
Long-term debt (Note 8)
Shareholders’ equity
Common shares (Note 9)
Accumulated other comprehensive loss (Note 18)
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
On behalf of the Board:
David G. A. McLean
Director
Claude Mongeau
Director
December 31,
2012
2011
$
155
521
831
230
43
89
$
101
499
820
201
122
105
1,869
1,848
24,541
23,917
249
261
$ 26,659
$ 26,026
$ 1,626
$ 1,580
577
2,203
5,555
784
776
6,323
135
1,715
5,333
1,095
762
6,441
4,108
4,141
(3,257)
(2,839)
10,167
9,378
11,018
10,680
$ 26,659
$ 26,026
See accompanying notes to consolidated financial statements.
54
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Consolidated Statement of Changes in Shareholders’ Equity
In millions
Issued and
outstanding
common shares
Accumulated
other
Common comprehensive
loss
shares
Total
Retained shareholders’
equity
earnings
Balances at December 31, 2009
471.0
$ 4,266
$
(948)
$ 7,915
$ 11,233
Net income
Stock options exercised and other (Notes 9, 10)
Share repurchase program (Note 9)
Other comprehensive loss (Note 18)
Dividends ($1.08 per share)
Balances at December 31, 2010
Net income
Stock options exercised and other (Notes 9, 10)
Share repurchase programs (Note 9)
Other comprehensive loss (Note 18)
Dividends ($1.30 per share)
Balances at December 31, 2011
Net income
Stock options exercised and other (Notes 9, 10)
Share repurchase programs (Note 9)
Other comprehensive loss (Note 18)
Dividends ($1.50 per share)
Balances at December 31, 2012
124
(913)
(761)
(503)
74
(1,420)
(1,130)
(585)
2,104
2,104
-
3.4
(15.0)
-
-
-
124
(138)
-
-
-
-
-
(761)
-
(775)
-
-
(503)
459.4
4,252
(1,709)
8,741
11,284
-
2.6
(19.9)
-
-
-
74
(185)
-
-
2,457
2,457
-
-
-
-
(1,235)
(1,130)
-
-
(585)
442.1
4,141
(2,839)
9,378
10,680
-
3.2
(16.9)
-
-
-
128
(161)
-
-
-
-
-
2,680
2,680
-
128
(1,239)
(1,400)
(418)
-
-
(652)
(418)
(652)
428.4
$ 4,108
$ (3,257) $ 10,167
$ 11,018
See accompanying notes to consolidated financial statements.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 55
Consolidated Statement of Cash Flows
In millions
Operating activities
Net income
Year ended December 31,
2012
2011
2010
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes (Note 13)
Gain on disposal of property (Notes 4, 12)
Changes in operating assets and liabilities:
Accounts receivable
Material and supplies
Accounts payable and other
Other current assets
Pensions and other, net
Net cash provided by operating activities
Investing activities
Property additions
Disposal of property (Note 4)
Change in restricted cash and cash equivalents
Other, net
Net cash used in investing activities
Financing activities
Issuance of debt
Repayment of debt
Issuance of common shares due to exercise of stock options and
related excess tax benefits realized (Note 10)
Repurchase of common shares (Note 9)
Dividends paid
Net cash used in financing activities
Effect of foreign exchange fluctuations on US dollar-denominated cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental cash flow information
Net cash receipts from customers and other
Net cash payments for:
$ 2,680
$ 2,457
$ 2,104
924
451
884
531
(281)
(348)
(20)
(30)
129
(13)
(51)
11
34
(2)
834
418
(152)
(3)
(43)
285
13
(780)
(540)
(457)
3,060
2,976
2,999
(1,731)
(1,625)
(1,586)
311
(22)
21
369
(499)
26
168
-
35
(1,421)
(1,729)
(1,383)
2,354
1,361
-
(2,001)
(1,083)
(184)
117
77
(1,400)
(1,420)
(652)
(585)
115
(913)
(503)
(1,582)
(1,650)
(1,485)
(3)
54
101
14
(389)
490
7
138
352
$
155
$
101
$
490
$ 9,877
$ 8,995
$ 8,404
Employee services, suppliers and other expenses
(5,241)
(4,643)
(4,334)
Interest
Personal injury and other claims (Note 16)
Pensions (Note 11)
Income taxes (Note 13)
(364)
(79)
(844)
(289)
(329)
(97)
(468)
(482)
(366)
(64)
(427)
(214)
Net cash provided by operating activities
$ 3,060
$ 2,976
$ 2,999
See accompanying notes to consolidated financial statements.
56
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
Canadian National Railway Company, together with its wholly-owned subsidiaries, collectively “CN” or “the Company,” is engaged in the
rail and related transportation business. CN spans Canada and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico,
serving the ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans and Mobile, Alabama, and the key cities of Toronto,
Buffalo, Chicago, Detroit, Duluth, Minnesota/Superior, Wisconsin, Green Bay, Wisconsin, Minneapolis/St. Paul, Memphis, St. Louis, and
Jackson, Mississippi, with connections to all points in North America. CN’s freight revenues are derived from the movement of a diversified
and balanced portfolio of goods, including petroleum and chemicals, grain and fertilizers, coal, metals and minerals, forest products, inter-
modal and automotive.
1 Summary of significant accounting policies
comprehensive income (loss) (see Note 18 – Accumulated other
comprehensive loss).
These consolidated financial statements are expressed in Canadian
The Company designates the US dollar-denominated long-
dollars, except where otherwise indicated, and have been pre-
term debt of the parent company as a foreign currency hedge
pared in accordance with United States generally accepted
of its net investment in U.S. subsidiaries. Accordingly, foreign
accounting principles (U.S. GAAP). The preparation of financial
ex change gains and losses, from the dates of designation, on the
statements in conformity with generally accepted accounting
translation of the US dollar-denominated long-term debt are also
principles requires management to make estimates and assump-
included in Other comprehensive income (loss).
tions that affect the reported amounts of revenues and expenses
during the period, the reported amounts of assets and liabilities,
D. Cash and cash equivalents
and the disclosure of contingent assets and liabilities at the date
Cash and cash equivalents include highly liquid investments pur-
of the financial statements. On an ongoing basis, management
chased three months or less from maturity and are stated at cost,
reviews its estimates, including those related to personal injury
which approximates market value.
and other claims, environmental matters, depreciation, pensions
and other postretirement benefits, and income taxes, based upon
E. Restricted cash and cash equivalents
currently available information. Actual results could differ from
The Company has the option, under its bilateral letter of credit
these estimates.
A. Principles of consolidation
facility agreements with various banks, to pledge collateral in the
form of cash and cash equivalents for a minimum term of one
month, equal to at least the face value of the letters of credit
These consolidated financial statements include the accounts of
issued. Restricted cash and cash equivalents are shown separately
all subsidiaries. The Company’s investments in which it has signif-
on the balance sheet and include highly liquid investments pur-
icant influence are accounted for using the equity method and all
chased three months or less from maturity and are stated at cost,
other investments are accounted for using the cost method.
which approximates market value.
B. Revenues
F. Accounts receivable
Freight revenues are recognized using the percentage of com-
Accounts receivable are recorded at cost net of billing adjustments
pleted service method based on the transit time of freight as it
and an allowance for doubtful accounts. The allowance for doubt-
moves from origin to destination. The allocation of revenues
ful accounts is based on expected collectability and considers his-
between reporting periods is based on the relative transit time in
torical experience as well as known trends or uncertainties related
each period with expenses being recorded as incurred. Revenues
to account collectability. When a receivable is deemed uncollect-
related to non-rail transportation services are recognized as service
ible, it is written off against the allowance for doubtful accounts.
is performed or as contractual obligations are met. Revenues are
Subsequent recoveries of amounts previously written off are cred-
presented net of taxes collected from customers and remitted to
ited to the bad debt expense in Casualty and other in the
governmental authorities.
C. Foreign currency
Consolidated Statement of Income.
G. Material and supplies
All of the Company’s United States (U.S.) operations are self-
Material and supplies, which consist mainly of rail, ties, and other
contained foreign entities with the US dollar as their functional
items for construction and maintenance of property and equip-
currency. Accordingly, the U.S. operations’ assets and liabilities are
ment, as well as diesel fuel, are valued at weighted-average cost.
translated into Canadian dollars at the rate in effect at the balance
sheet date and the revenues and expenses are translated at aver-
age exchange rates during the year. All adjustments resulting from
the translation of the foreign operations are recorded in Other
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 57
Notes to Consolidated Financial Statements
1 Summary of significant accounting policies
continued
H. Properties
The Company reviews the carrying amounts of intangible
assets held and used whenever events or changes in circum-
stances indicate that such carrying amounts may not be recover-
able based on future undiscounted cash flows. Assets that are
Railroad properties are carried at cost less accumulated deprecia-
deemed impaired as a result of such review are recorded at the
tion including asset impairment write-downs. Labor, materials and
lower of carrying amount or fair value.
other costs associated with the installation of rail, ties, ballast and
other structures are capitalized to the extent they meet the
J. Pensions
Company’s capitalization criteria. Major overhauls and large refur-
Pension costs are determined using actuarial methods. Net
bishments of equipment are also capitalized when they result in
periodic benefit cost is charged to income and includes:
an extension to the service life or increase the functionality of the
(i)
the cost of pension benefits provided in exchange for employ-
asset. Repair and maintenance costs are expensed as incurred.
ees’ services rendered during the year;
The cost of properties, including those under capital leases, net
(ii) the interest cost of pension obligations;
of asset impairment write-downs, is depreciated on a straight-line
(iii) the expected long-term return on pension fund assets;
basis over their estimated service lives, measured in years, except
(iv) the amortization of prior service costs and amendments over
for rail which is measured in millions of gross tons per mile. The
the expected average remaining service life of the employee
Company follows the group method of depreciation whereby a
group covered by the plans; and
single composite depreciation rate is applied to the gross invest-
(v) the amortization of cumulative net actuarial gains and losses
ment in a class of similar assets, despite small differences in the
in excess of 10% of the greater of the beginning of year
service life or salvage value of individual property units within the
balances of the projected benefit obligation or market-related
same asset class.
value of plan assets, over the expected average remaining
In accordance with the group method of depreciation, upon
service life of the employee group covered by the plans.
sale or retirement of properties in the normal course of business,
cost less net salvage value is charged to accumulated depreciation.
The pension plans are funded through contributions determined
As a result, no gain or loss is recognized in income under the
in accordance with the projected unit credit actuarial cost method.
group method as it is assumed that the assets within the group on
average have the same life and characteristics and therefore that
K. Postretirement benefits other than pensions
gains or losses offset over time. For retirements of depreciable
The Company accrues the cost of postretirement benefits other
properties that do not occur in the normal course of business, a
than pensions using actuarial methods. These benefits, which are
gain or loss may be recognized if the retirement varies significantly
funded as they become due, include life insurance programs,
from the retirement pattern identified through depreciation stud-
medical benefits and, for a closed group of employees, free rail
ies. A gain or loss is recognized in Other income for the sale of
travel benefits.
land or disposal of assets that are not part of railroad operations.
The Company amortizes the cumulative net actuarial gains and
Assets held for sale are measured at the lower of their carrying
losses in excess of 10% of the projected benefit obligation at the
amount or fair value, less cost to sell. Losses resulting from signif-
beginning of the year, over the expected average remaining ser-
icant rail line sales are recognized in income when the asset meets
vice life of the employee group covered by the plan.
the criteria for classification as held for sale, whereas losses result-
ing from significant rail line abandonments are recognized in the
L. Personal injury and other claims
Consolidated Statement of Income when the asset ceases to be
In Canada, the Company accounts for costs related to employee
used. Gains are recognized in income when they are realized.
work-related injuries based on actuarially developed estimates of
The Company reviews the carrying amounts of properties held
the ultimate cost associated with such injuries, including compen-
and used whenever events or changes in circumstances indicate
sation, health care and third-party administration costs.
that such carrying amounts may not be recoverable based on
In the U.S., the Company accrues the expected cost for per-
future undiscounted cash flows. Assets that are deemed impaired
sonal injury, property damage and occupational disease claims,
as a result of such review are recorded at the lower of carrying
based on actuarial estimates of their ultimate cost.
amount or fair value.
I. Intangible assets
For all other legal actions in Canada and the U.S., the Company
maintains, and regularly updates on a case-by-case basis, provisions
Intangible assets consist mainly of customer contracts and rela-
for such items when the expected loss is both probable and can be
tionships assumed through past acquisitions and are being amor-
reasonably estimated based on currently available information.
tized on a straight-line basis over 40 to 50 years.
58
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
M. Environmental expenditures
for the assumptions used to determine fair value and for other
Environmental expenditures that relate to current operations, or to
required disclosures.
an existing condition caused by past operations, are expensed
unless they can contribute to current or future operations.
Environmental liabilities are recorded when environmental assess-
2 Accounting changes
ments occur, remedial efforts are probable, and when the costs,
based on a specific plan of action in terms of the technology to be
The Company adopts accounting standards that are issued by
used and the extent of the corrective action required, can be rea-
the Financial Accounting Standards Board (FASB), if applicable.
sonably estimated. The Company accrues its allocable share of
For the years 2012, 2011 and 2010, there were no accounting
liability taking into account the Company’s alleged responsibility,
standard updates issued by FASB that had a significant impact on
the number of potentially responsible parties and their ability to
the Company’s consolidated financial statements, except as
pay their respective shares of the liability. Recoveries of environ-
noted below.
mental remediation costs from other parties are recorded as assets
when their receipt is deemed probable and collectability is reason-
In June 2011, the FASB issued Accounting Standards Update
ably assured.
N. Income taxes
(ASU) 2011-05, Presentation of Comprehensive Income, giving
companies the option to present the components of net income
and comprehensive income in either one or two consecutive
The Company follows the asset and liability method of accounting
financial statements. ASU 2011-05 eliminates the option to pres-
for income taxes. Under the asset and liability method, the change
ent the components of other comprehensive income in the state-
in the net deferred income tax asset or liability is included in the
ment of changes in shareholders’ equity. ASU 2011-05 also
computation of Net income or Other comprehensive income
requires reclassification adjustments for each component of accu-
(loss). Deferred income tax assets and liabilities are measured
mulated other comprehensive income (AOCI) in both net income
using enacted tax rates expected to apply to taxable income in the
and other comprehensive income (OCI) to be separately disclosed
years in which temporary differences are expected to be recovered
on the face of the financial statements. In December 2011, the
or settled.
O. Derivative financial instruments
FASB issued ASU 2011-12, Deferral of the Effective Date for
Amendments to the Presentation of Reclassifications of Items Out
of Accumulated Other Comprehensive Income, which deferred
The Company uses derivative financial instruments from time to
the effective date to present reclassification adjustments in net
time in the management of its interest rate and foreign currency
income. The effective date of the deferral is consistent with the
exposures. Derivative instruments are recorded on the balance
effective date of ASU 2011-05 which is effective for fiscal years
sheet at fair value and the changes in fair value are recorded in
beginning on or after December 15, 2011. The FASB is re-evaluat-
Net income or Other comprehensive income (loss) depending on
ing the requirements, with a final decision expected in the first
the nature and effectiveness of the hedge transaction. Income and
quarter of 2013. The Company has adopted the currently effective
expense related to hedged derivative financial instruments are
requirements of these ASUs.
recorded in the same category as that generated by the underlying
asset or liability.
P. Stock-based compensation
The Company follows the fair value based approach for stock
option awards based on the grant-date fair value using the Black-
Scholes option-pricing model. The Company expenses the fair
value of its stock option awards on a straight-line basis, over the
period during which an employee is required to provide service
(requisite service period) or until retirement eligibility is attained,
whichever is shorter. The Company also follows the fair value
based approach for cash settled awards using a lattice-based
valuation model. Compensation cost for cash settled awards is
based on the fair value of the awards at period-end and is recog-
nized over the period during which an employee is required to
provide service (requisite service period) or until retirement eligi-
bility is attained, whichever is shorter. See Note 10 – Stock plans,
3 Accounts receivable
In millions
Freight
Non-freight
Gross accounts receivable
Allowance for doubtful accounts
Net accounts receivable
December 31,
2012
2011
$ 674
167
841
$ 630
206
836
(10)
(16)
$ 831
$ 820
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 59
Notes to Consolidated Financial Statements
4 Properties
In millions
December 31, 2012
Depreciation
rate
Accumulated
Cost depreciation
Net
December 31, 2011
Accumulated
depreciation
Cost
Net
Track and roadway (1)
Rolling stock
Buildings
Information technology (2)
Other
2%
4%
2%
12%
6%
$ 26,209
$ 6,948
$ 19,261
$ 25,534
$ 6,903
$ 18,631
4,989
1,275
976
1,273
1,785
3,204
492
427
529
783
549
744
4,923
1,220
931
1,213
1,668
3,255
473
383
477
747
548
736
Total properties including capital leases
$ 34,722
$ 10,181
$ 24,541
$ 33,821
$ 9,904
$ 23,917
Capital leases included in properties
Track and roadway (3)
$
417
$
Rolling stock
Buildings
Other
1,222
109
91
53
353
18
17
$
364
869
91
74
$
417
$
48
$
1,144
109
102
317
16
15
369
827
93
87
Total capital leases included in properties
$ 1,839
$
441
$ 1,398
$ 1,772
$
396
$ 1,376
(1)
Includes the cost of land of $1,766 million and $1,798 million as at December 31, 2012 and December 31, 2011, respectively.
(2) The Company capitalized $93 million in 2012 and $94 million in 2011 of internally developed software costs pursuant to FASB Accounting Standards Codification 350-40, “Intangibles –
Goodwill and Other, Internal – Use Software.”
(3)
Includes $108 million of right-of-way access in both years.
Accounting policy for capitalization of costs
• Ties: installation of 5 or more ties per 39 feet;
The Company’s railroad operations are highly capital intensive.
• Ballast: installation of 171 cubic yards of ballast per mile.
The Company’s properties consist mainly of a large base of homo-
geneous or network-type assets such as rail, ties, ballast and other
Expenditures relating to the Company’s properties that do not
structures, which form the Company’s Track and roadway proper-
meet the Company’s capitalization criteria are considered normal
ties, and Rolling stock. The Company’s capital expenditures are for
repairs and maintenance and are expensed. For Track and road-
the replacement of assets and for the purchase or construction of
way properties, such expenditures include but are not limited to
assets to enhance operations or provide new service offerings to
spot tie replacement, spot or broken rail replacement, physical
customers. A large portion of the Company’s capital expenditures
track inspection for detection of rail defects and minor track cor-
are for self-constructed properties including the replacement of
rections, and other general maintenance of track infrastructure.
existing track and roadway assets and track line expansion, as well
For the ballast asset, the Company also engages in “shoulder
as major overhauls and large refurbishments of rolling stock.
ballast undercutting” that consists of removing some or all of the
Expenditures are generally capitalized if they extend the life of
ballast, which has deteriorated over its service life, and replacing
the asset or provide future benefits such as increased reve-
it with new ballast. When ballast is installed as part of a shoulder
nue-generating capacity, functionality, or physical or service
ballast undercutting project, it represents the addition of a new
capacity. The Company has a process in place to determine
asset and not the repair or maintenance of an existing asset. As
whether its capital programs qualify for capitalization. For Track
such, the Company capitalizes expenditures related to shoulder
and roadway properties, the Company establishes basic capital
ballast undercutting given that an existing asset is retired and
programs to replace or upgrade the track infrastructure assets
replaced with a new asset. Under the group method of account-
which are capitalized if they meet the capitalization criteria. These
ing for properties, the deteriorated ballast is retired at its average
basic capital programs are planned in advance and carried out by
cost measured using the quantities of new ballast added.
the Company’s engineering workforce.
For purchased assets, the Company capitalizes all costs neces-
In addition, for Track and roadway properties, expenditures
sary to make the asset ready for its intended use. Expenditures
that meet the minimum level of activity as defined by the
that are capitalized as part of self-constructed properties include
Company are also capitalized as detailed below:
direct material, labor, and contracted services, as well as other
• Land: all purchases of land;
allocated costs which are not charged directly to capital projects.
• Grading: installation of road bed, retaining walls, drainage
These allocated costs include, but are not limited to, fringe bene-
structures;
fits, small tools and supplies, machinery used on projects and
• Rail and related track material: installation of 39 or more con-
project supervision. The Company reviews and adjusts its alloca-
tinuous feet of rail;
tions, as required, to reflect the actual costs incurred each year.
60
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
Costs of deconstruction and removal of replaced assets,
as additional gross tons can be carried over the rail for its remain-
referred to herein as dismantling costs, are distinguished from
ing service life. The Company amortizes the cost of rail grinding
installation costs for self-constructed properties based on the
over the remaining life of the rail asset, which includes the incre-
nature of the related activity. For Track and roadway properties,
mental life extension generated by the rail grinding.
employees concurrently perform dismantling and installation of
new track and roadway assets and, as such, the Company esti-
Disposal of property
mates the amount of labor and other costs that are related to
2012
dismantling. The Company determines dismantling costs based on
Bala-Oakville
an analysis of the track and roadway installation process.
On March 23, 2012, the Company entered into an agreement
Accounting policy for depreciation
with Metrolinx to sell a segment of the Bala and a segment of the
Oakville subdivisions in Toronto, Ontario, together with the rail
Properties are carried at cost less accumulated depreciation includ-
fixtures and certain passenger agreements (collectively the “Bala-
ing asset impairment write-downs. The cost of properties, includ-
Oakville”), for cash proceeds of $311 million before transaction
ing those under capital leases, net of asset impairment
costs. Under the agreement, the Company obtained the perpetual
write-downs, is depreciated on a straight-line basis over their
right to operate freight trains over the Bala-Oakville at its then
estimated service lives, measured in years, except for rail which is
current level of operating activity, with the possibility of increasing
measured in millions of gross tons per mile. The Company follows
its operating activity for additional consideration. The transaction
the group method of depreciation whereby a single composite
resulted in a gain on disposal of $281 million ($252 million after-
depreciation rate is applied to the gross investment in a class of
tax) that was recorded in Other income under the full accrual
similar assets, despite small differences in the service life or salvage
method of accounting for real estate transactions.
value of individual property units within the same asset class. The
Company uses approximately 40 different depreciable asset
2011
classes.
IC RailMarine
For all depreciable assets, the depreciation rate is based on the
On August 1, 2011, the Company sold substantially all of the assets
estimated service lives of the assets. Assessing the reasonableness
of IC RailMarine Terminal Company (“IC RailMarine”), an indirect
of the estimated service lives of properties requires judgment and
subsidiary of the Company, to Raven Energy, LLC, an affiliate of
is based on currently available information, including periodic
Foresight Energy, LLC (“Foresight”) and the Cline Group (“Cline”), for
depreciation studies conducted by the Company. The Company’s
cash proceeds of $70 million (US$73 million) before transaction
U.S. properties are subject to comprehensive depreciation studies
costs. IC RailMarine is located on the east bank of the Mississippi
as required by the Surface Transportation Board (STB) and are
River and stores and transfers bulk commodities and liquids between
conducted by external experts. Depreciation studies for Canadian
rail, ship and barge, serving customers in North American and global
properties are not required by regulation and are therefore con-
markets. Under the sale agreement, the Company will benefit from
ducted internally. Studies are performed on specific asset groups
a 10-year rail transportation agreement with Savatran LLC, an affiliate
on a periodic basis. Changes in the estimated service lives of the
of Foresight and Cline, to haul a minimum annual volume of coal
assets and their related composite depreciation rates are imple-
from four Illinois mines to the IC RailMarine transfer facility. The
mented prospectively.
transaction resulted in a gain on disposal of $60 million ($38 million
For the rail asset, the estimated service life is measured in mil-
after-tax) that was recorded in Other income.
lions of gross tons per mile and varies based on rail characteristics
such as weight, curvature and metallurgy. The annual composite
Lakeshore East
depreciation rate for rail assets is determined by dividing the esti-
On March 24, 2011, the Company entered into an agreement
mated annual number of gross tons carried over the rail by the
with Metrolinx to sell a segment of the Kingston subdivision
estimated service life of the rail measured in millions of gross tons
known as the Lakeshore East in Pickering and Toronto, Ontario,
per mile. For the rail asset, the Company capitalizes the costs of
together with the rail fixtures and certain passenger agreements
rail grinding which consists of restoring and improving the rail
(collectively the “Lakeshore East”), for cash proceeds of $299 mil-
profile and removing irregularities from worn rail to extend the
lion before transaction costs. Under the agreement, the Company
service life. The service life of the rail asset is based on expected
obtained the perpetual right to operate freight trains over the
future usage of the rail in its existing condition, determined using
Lakeshore East at its then current level of operating activity, with
railroad industry research and testing, less the rail asset’s usage to
the possibility of increasing its operating activity for additional
date. The service life of the rail asset is increased incrementally as
consideration. The transaction resulted in a gain on disposal of
rail grinding is performed thereon. As such, the costs incurred for
$288 million ($254 million after-tax) that was recorded in Other
rail grinding are capitalized given that the activity extends the
income under the full accrual method of accounting for real
service life of the rail asset beyond its original or current condition
estate transactions.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 61
Notes to Consolidated Financial Statements
4 Properties continued
6 Accounts payable and other
2010
Oakville subdivision
On March 29, 2010, the Company entered into an agreement
with Metrolinx to sell a portion of the property known as the
Oakville subdivision in Toronto, Ontario, together with the rail
fixtures and certain passenger agreements (collectively the
“Oakville subdivision”), for proceeds of $168 million before trans-
action costs, of which $24 million was placed in escrow at the
time of disposal and was entirely released by December 31, 2010
in accordance with the terms of the agreement. Under the agree-
ment, the Company obtained the perpetual right to operate
freight trains over the Oakville subdivision at its then current level
of operating activity, with the possibility of increasing its operating
activity for additional consideration. The transaction resulted in a
gain on disposal of $152 million ($131 million after-tax) that was
In millions
Trade payables
Payroll-related accruals
Income and other taxes
Accrued charges
Accrued interest
December 31,
2012
2011
$ 386
$ 445
340
294
135
105
88
82
31
17
343
130
121
123
84
84
63
18
Stock-based incentives liability (Note 10)
Personal injury and other claims provisions (Note 16)
Environmental provisions (Note 16)
Other postretirement benefits liability (Note 11)
Other
Total accounts payable and other
148
169
$ 1,626
$ 1,580
recorded in Other income under the full accrual method of
7 Other liabilities and deferred credits
accounting for real estate transactions.
In millions
December 31,
2012
2011
Personal injury and other claims provisions,
net of current portion (Note 16)
$ 232
$ 226
Stock-based incentives liability,
net of current portion (Note 10)
Environmental provisions,
net of current portion (Note 16)
Deferred credits and other
203
180
92
249
89
267
Total other liabilities and deferred credits
$ 776
$ 762
5
Intangible and other assets
In millions
December 31,
2012
2011
Deferred and long-term receivables
$
Intangible assets (A)
Investments (B)
Other
$
87
57
30
75
98
54
31
78
Total intangible and other assets
$ 249
$ 261
A. Intangible assets
Intangible assets consist mainly of customer contracts and rela-
tionships assumed through past acquisitions.
B. Investments
As at December 31, 2012, the Company had $20 million ($21 mil-
lion as at December 31, 2011) of investments accounted for under
the equity method and $10 million ($10 million as at December 31,
2011) of investments accounted for under the cost method.
62
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
8 Long-term debt
In millions
Debentures and notes: (A)
Canadian National series:
4.40%
10-year notes (B)
4.95%
6-year notes (B)
5.80%
10-year notes (B)
1.45%
5-year notes (B)
5.85%
10-year notes (B)
5.55%
10-year notes (B)
6.80%
20-year notes (B)
5.55%
10-year notes (B)
2.85%
10-year notes (B)
2.25%
10-year notes (B)
7.63%
30-year debentures
6.90%
30-year notes (B)
7.38%
30-year debentures (B)
6.25%
30-year notes (B)
6.20%
30-year notes (B)
6.71%
Puttable Reset Securities PURSSM (B)
6.38%
30-year debentures (B)
3.50%
30-year notes (B)
Illinois Central series:
5.00%
99-year income debentures
7.70%
100-year debentures
Outstanding
US dollar-
denominated
amount
Maturity
December 31,
2012
2011
Mar. 15, 2013
$ 400
$ 398
$ 407
Jan. 15, 2014
June 1, 2016
Dec. 15, 2016
Nov. 15, 2017
May 15, 2018
July 15, 2018
Mar. 1, 2019
Dec. 15, 2021
Nov. 15, 2022
May 15, 2023
July 15, 2028
Oct. 15, 2031
Aug. 1, 2034
June 1, 2036
July 15, 2036
Nov. 15, 2037
Nov. 15, 2042
Dec. 1, 2056
Sep. 15, 2096
325
250
300
250
325
200
550
400
250
150
475
200
500
450
250
300
250
7
125
323
249
298
249
323
199
547
398
249
149
473
199
498
448
249
298
249
7
124
331
254
305
254
331
203
559
407
-
153
483
203
509
458
254
305
-
7
127
Total US dollar-denominated debentures and notes
$ 5,957
5,927
5,550
BC Rail series:
Non-interest bearing 90-year subordinated notes (C)
July 14, 2094
Total debentures and notes
Other:
Commercial paper (F) (G)
Capital lease obligations and other (D)
Total debt, gross
Less:
Net unamortized discount
Total debt (E) (1)
Less:
Current portion of long-term debt (E)
Total long-term debt
(1) See Note 17 – Financial instruments, for the fair value of debt..
842
842
6,769
6,392
-
985
82
957
7,754
7,431
854
855
6,900
6,576
577
135
$ 6,323
$ 6,441
Footnotes to the table follow on the next page.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 63
Notes to Consolidated Financial Statements
8 Long-term debt continued
Canadian prime rate, bankers’ acceptance rates, the U.S. federal
funds effective rate and the London Interbank Offer Rate, plus
A. The Company’s debentures, notes and revolving credit facility
applicable margins. The credit facility agreement has one financial
are unsecured.
covenant, which limits debt as a percentage of total capitalization,
and with which the Company is in compliance. As at December 31,
B. These debt securities are redeemable, in whole or in part, at the
2012 and December 31, 2011, the Company had no outstanding
option of the Company, at any time, at the greater of par and a
borrowings under its revolving credit facility.
formula price based on interest rates prevailing at the time of
redemption.
G. The Company has a commercial paper program, which is
backed by its revolving credit facility, enabling it to issue commer-
C. The Company records these notes as a discounted debt of
cial paper up to a maximum aggregate principal amount of
$8 million, using an imputed interest rate of 5.75%. The discount
$800 million, or the US dollar equivalent. As at December 31,
of $834 million is included in the net unamortized discount.
2012, the Company had no borrowings of commercial paper
($82 million (US$81 million) at a weighted-average interest rate of
D. During 2012, the Company recorded $94 million in assets it
0.20% as at December 31, 2011) presented in Current portion of
acquired through equipment leases ($87 million in 2011), for
long-term debt on the Consolidated Balance Sheet.
which an equivalent amount was recorded in debt.
Interest rates for capital lease obligations range from approxi-
H. The aggregate amount of debt payable in US currency as at
mately 0.7% to 8.5% with maturity dates in the years 2013
December 31, 2012 was US$6,690 million (C$6,656 million),
through 2037. The imputed interest on these leases amounted to
including US$733 million relating to capital leases and other, and
$249 million as at December 31, 2012 and $299 million as at
US$6,295 million (C$6,402 million), including US$757 million
December 31, 2011.
relating to capital leases and other, as at December 31, 2011.
The capital lease obligations are secured by properties with a
net carrying amount of $1,021 million as at December 31, 2012
I. On April 29, 2011, the Company entered into a series of three-
and $993 million as at December 31, 2011.
year bilateral letter of credit facility agreements with various banks
to support its requirements to post letters of credit in the ordinary
E. Long-term debt maturities, including repurchase arrangements
course of business. On March 23, 2012, the agreements were
and capital lease repayments on debt outstanding as at December 31,
amended to extend the maturity by one year to April 28, 2015
2012, for the next five years and thereafter, are as follows:
and an additional letter of credit agreement was signed with an
additional bank. Under these agreements as amended, 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, 2012, the Company had letters of
credit drawn of $551 million ($499 million as at December 31,
2011) from a total committed amount of $562 million ($520 mil-
lion as at December 31, 2011) with the various banks. As at
December 31, 2012, cash and cash equivalents of $521 million
($499 million as at December 31, 2011) were pledged as collateral
and recorded as Restricted cash and cash equivalents on the
Consolidated Balance Sheet.
In millions
2013 (1)
2014
2015
2016
2017
2018 and thereafter
(1) Current portion of long-term debt.
Capital
leases
Debt
Total
$ 179
$ 398
$ 577
208
81
268
133
114
320
-
545
246
528
81
813
379
4,408
4,522
$ 983
$ 5,917
$ 6,900
F. On May 6, 2011, the Company entered into a $800 million
four-year revolving credit facility agreement with a consortium of
lenders. On March 23, 2012, the agreement was amended to
extend the term to May 5, 2017. The agreement allows for an
increase in the facility amount, up to a maximum of $1,300 mil-
lion, as well as the option to extend the term by an additional year
at each anniversary date, subject to the consent of individual
lenders. The credit facility, containing customary terms and condi-
tions, is available for general corporate purposes, including
back-stopping the Company’s commercial paper program, and
provides for borrowings at various interest rates, including the
64
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
9 Capital stock
10 Stock plans
A. Authorized capital stock
The Company has various stock-based incentive plans for eligi-
The authorized capital stock of the Company is as follows:
ble employees. A description of the Company’s major plans is
• Unlimited number of Common Shares, without par value
provided below:
• Unlimited number of Class A Preferred Shares, without par
value, issuable in series
A. Employee Share Investment Plan
• Unlimited number of Class B Preferred Shares, without par
The Company has an Employee Share Investment Plan (ESIP) giv-
value, issuable in series
ing eligible employees the opportunity to subscribe for up to 10%
of their gross salaries to purchase shares of the Company’s com-
B. Issued and outstanding common shares
mon stock on the open market and to have the Company invest,
The following table provides the activity of the issued and out-
on the employees’ behalf, a further 35% of the amount invested
standing common shares of the Company for the years ended
by the employees, up to 6% of their gross salaries.
December 31, 2012, 2011 and 2010:
In millions
Year ended December 31,
2012
2011
2010
Issued and outstanding common shares
at beginning of year
442.1
459.4
471.0
Number of shares repurchased through
buyback programs
Stock options exercised
Issued and outstanding common shares
(16.9)
(19.9)
3.2
2.6
(15.0)
3.4
at end of year
428.4
442.1
459.4
Share repurchase programs
On October 24, 2011, the Board of Directors of the Company
approved a share repurchase program which allowed for the
repurchase of up to 17.0 million common shares between
October 28, 2011 and October 27, 2012 pursuant to a normal
course issuer bid at prevailing market prices plus brokerage fees,
or such other prices as may be permitted by the Toronto Stock
The following table provides the number of participants hold-
ing shares, the total number of ESIP shares purchased on behalf of
employees, including the Company’s contributions, as well as the
resulting expense recorded for the years ended December 31,
2012, 2011 and 2010:
Year ended December 31,
2012
2011
2010
Number of participants holding shares
17,423
16,218
14,997
Total number of ESIP shares purchased
on behalf of employees (millions)
1.3
1.3
Expense for Company contribution (millions) $
24
$
21
$
1.3
19
B. Stock-based compensation plans
The following table provides the total stock-based compensation
expense for awards under all plans, as well as the related tax ben-
efit recognized in income, for the years ended December 31,
Exchange. The Company repurchased a total of 16.7 million com-
2012, 2011 and 2010:
mon shares under this share repurchase program.
On October 22, 2012, the Board of Directors of the Company
In millions
Year ended December 31,
2012
2011
2010
approved a new share repurchase program which allows for the
repurchase of up to $1.4 billion in common shares, not to exceed
18.0 million common shares, between October 29, 2012 and
October 28, 2013 pursuant to a normal course issuer bid at pre-
vailing market prices plus brokerage fees, or such other prices as
may be permitted by the Toronto Stock Exchange.
The following table provides the activities under such share
repurchase programs, as well as the share repurchase programs of
the prior years:
In millions,
except per share data
Year ended
December 31,
2012
2011
2010
Number of common shares (1)
16.9
19.9
15.0
Weighted-average price per share (2)
$ 82.73
$ 71.33
$ 60.86
Amount of repurchase
$ 1,400
$ 1,420
$ 913
(1)
Includes common shares purchased in the first and fourth quarters of 2012 and 2011
and in the second and third quarters of 2010 pursuant to private agreements between
the Company and arm’s-length third-party sellers.
(2)
Includes brokerage fees.
Cash settled awards
Restricted share unit plan
$
Voluntary Incentive Deferral Plan
Stock option awards
$
76
19
95
10
$
81
21
102
10
77
18
95
9
Total stock-based compensation expense
$ 105
$ 112
$ 104
Tax benefit recognized in income
$
25
$
24
$
27
(i) Cash settled awards
Restricted share units
In 2012, 2011 and 2010, the Company granted 0.5 million
restricted share units (RSUs), respectively, to designated manage-
ment employees entitling them to receive payout in cash based on
the Company’s share price. The RSUs granted are generally sched-
uled for payout after three years (“plan period”) and vest condi-
tionally upon the attainment of a target relating to return on
invested capital (ROIC) over the plan period. Such performance
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 65
Notes to Consolidated Financial Statements
10 Stock plans continued
In February 2012, the Company’s Board of Directors unani-
mously voted to forfeit and cancel the RSU payout of approxi-
vesting criteria results in a performance vesting factor that ranges
mately $18 million otherwise due in February 2012 to its former
from 0% to 150% depending on the level of ROIC attained.
Chief Executive Officer (CEO) after determining that the former
Payout is conditional upon the attainment of a minimum share
CEO was likely in breach of his non-compete and non-disclosure
price, calculated using the average of the last three months of the
of confidential information conditions contained in the former
plan period. In addition, commencing at various dates, for senior
CEO’s employment agreement. Pending a final resolution of the
and executive management employees (“executive employees”),
legal proceedings, the Company, without prejudice, has not
payout for RSUs is also conditional on compliance with the condi-
recorded a gain from the cancellation of the RSU payout. See
tions of their benefit plans, award or employment agreements,
Note 16 – Major commitments and contingencies.
including but not limited to non-compete, non-solicitation and
As at December 31, 2012, 0.1 million RSUs remained autho-
non-disclosure of confidential information conditions. Current or
rized for future issuance under this plan.
former executive employees who breach such conditions of their
benefit plans, award or employment agreements will forfeit the RSU
Voluntary Incentive Deferral Plan
payout. Should the Company reasonably determine that a current
The Company has a Voluntary Incentive Deferral Plan (VIDP), pro-
or former executive employee may have violated the conditions of
viding eligible senior management employees the opportunity to
their benefit plans, award or employment agreement, the Company
elect to receive their annual incentive bonus payment and other
may at its discretion change the manner of vesting of the RSUs to
eligible incentive payments in deferred share units (DSUs). A DSU
suspend payout on any RSUs pending resolution of such matter.
is equivalent to a common share of the Company and also earns
The value of the payout is equal to the number of RSUs
dividends when normal cash dividends are paid on common
awarded multiplied by the performance vesting factor and by the
shares. The number of DSUs received by each participant is estab-
20-day average closing share price ending on January 31 of the
lished using the average closing price for the 20 trading days prior
following year. On December 31, 2012, for the 2010 grant, the
to and including the date of the incentive payment. For each
level of ROIC attained resulted in a performance vesting factor of
participant, the Company will grant a further 25% of the amount
150%. As the minimum share price condition was met, payout
elected in DSUs, which will vest over a period of four years. The
under the plan of approximately $70 million, calculated using the
election to receive eligible incentive payments in DSUs is no longer
Company’s average share price during the 20-day period ending
available to a participant when the value of the participant’s
on January 31, 2013, will be paid to employees meeting the con-
vested DSUs is sufficient to meet the Company’s stock ownership
ditions of their benefit plans, award or employment agreements
guidelines. The value of each participant’s DSUs is payable in cash
in the first quarter of 2013.
at the time of cessation of employment. The Company’s liability
for DSUs is marked-to-market at each period-end based on the
Company’s closing stock price.
The following table provides the 2012 activity for all cash settled awards:
In millions
Outstanding at December 31, 2011
Granted (Payout)
Vested during year
Outstanding at December 31, 2012
RSUs
VIDP
Nonvested
Vested
Nonvested
Vested
0.9
0.5
0.9
(0.7)
(0.5)
0.5
0.9
0.7 (1)
-
-
-
-
1.4
-
-
1.4
(1)
Includes the units of the RSU payout currently in dispute. See Note 16 – Major commitments and contingencies.
66
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
The following table provides valuation and expense information for all cash settled awards:
In millions, unless otherwise indicated
RSUs (1)
VIDP (2)
Total
Year of grant
2012
2011
2010
2009
2008
Stock-based compensation expense
recognized over requisite service period
Year ended December 31, 2012
Year ended December 31, 2011
Year ended December 31, 2010
Liability outstanding
December 31, 2012
December 31, 2011
Fair value per unit
December 31, 2012 ($)
$
24
N/A
N/A
$
$
26
19
N/A
$
24
N/A
$
$
45
19
$
$
$
$
$
26
27
17
70
44
$
$
$
$
$
-
35
34
N/A
-
26
$
$
$
$
$
19
21
18
$
95
$ 102
$
95
18 (3)
82
N/A
N/A
$ 134
$ 119
$ 291
$ 264
$ 67.90
$ 88.05
$ 90.33
N/A
N/A
$ 90.33
N/A
Fair value of awards vested during the year
Year ended December 31, 2012
Year ended December 31, 2011
Year ended December 31, 2010
Nonvested awards at December 31, 2012
$
-
N/A
N/A
$
$
-
-
N/A
$
$
$
Unrecognized compensation cost
$
21
$
14
$
70
-
-
-
Remaining recognition period (years)
2.0
1.0
N/A
Assumptions (5)
Stock price ($)
Expected stock price volatility (6)
Expected term (years) (7)
Risk-free interest rate (8)
Dividend rate ($) (9)
$ 90.33
16%
2.0
1.13%
$ 1.50
$ 90.33
13%
1.0
1.09%
$ 1.50
$ 90.33
N/A
N/A
N/A
N/A
N/A
82
-
$
$
N/A
N/A
$
37
$
$
$
1
1
1
$
$
$
71
83
38
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
1
$
36
N/A (4)
N/A
$ 90.33
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1) Compensation cost is based on the fair value of the awards at period-end using the lattice-based valuation model that uses the assumptions as presented herein.
(2) Compensation cost is based on intrinsic value.
(3) Consists of the carrying value of the RSU payout currently in dispute. See Note 16 – Major commitments and contingencies.
(4) The remaining recognition period has not been quantified as it relates solely to the 25% Company grant and the dividends earned thereon, representing a minimal number of units.
(5) Assumptions used to determine fair value are at December 31, 2012.
(6) Based on the historical volatility of the Company’s stock over a period commensurate with the expected term of the award.
(7) Represents the remaining period of time that awards are expected to be outstanding.
(8) Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards.
(9) Based on the annualized dividend rate.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 67
Notes to Consolidated Financial Statements
10 Stock plans continued
(ii) Stock option awards
Options issued by the Company include conventional options,
which vest over a period of time; and performance-accelerated
stock options. As at December 31, 2012, the performance-
The Company has stock option plans for eligible employees to
accelerated stock options were fully vested.
acquire common shares of the Company upon vesting at a price
For 2012, 2011 and 2010, the Company granted 0.6 million,
equal to the market value of the common shares at the date of
0.6 million and 0.7 million, respectively, of conventional stock
granting. The options are exercisable during a period not exceed-
options to designated senior management employees that vest
ing 10 years. The right to exercise options generally accrues over
over a period of four years of continuous employment.
a period of four years of continuous employment. Options are not
The total number of options outstanding at December 31,
generally exercisable during the first 12 months after the date of
2012, for conventional and performance-accelerated options was
grant. At December 31, 2012, 10.4 million common shares
4.1 million and 0.2 million, respectively.
remained authorized for future issuances under these plans.
The following table provides the activity of stock option awards during 2012, and for options outstanding and exercisable at
December 31, 2012, the weighted-average exercise price:
Outstanding at December 31, 2011 (1)
Granted
Exercised
Vested
Outstanding at December 31, 2012 (1)
Exercisable at December 31, 2012 (1)
Options outstanding
Weighted-
average
of options exercise price
Number
In millions
6.9
0.6
(3.2)
N/A
4.3
2.5
$ 40.80
$ 76.70
$ 31.38
N/A
$ 52.09
$ 44.82
Nonvested options
Weighted-
Number average grant
of options date fair value
In millions
2.0
0.6
N/A
(0.8)
1.8
$ 13.71
$ 15.49
N/A
$ 13.24
$ 14.56
N/A
N/A
(1) Stock options with a US dollar exercise price have been translated to Canadian dollars using the foreign exchange rate in effect at the balance sheet date.
The following table provides the number of stock options outstanding and exercisable as at December 31, 2012 by range of exercise
price and their related intrinsic value, and for options outstanding, the weighted-average years to expiration. The table also provides the
aggregate intrinsic value for in-the-money stock options, which represents the value that would have been received by option holders had
they exercised their options on December 31, 2012 at the Company’s closing stock price of $90.33.
Range of exercise prices
$20.42 - $34.00
$34.01 - $44.05
$44.06 - $51.85
$51.86 - $68.95
$68.96 - $88.75
Balance at December 31, 2012 (1)
Options outstanding
Weighted-
Number average years
to expiration
of options
Weighted-
average
exercise price
In millions
Aggregate
intrinsic value
In millions
Options exercisable
Number
of options
In millions
Weighted-
average
exercise price
Aggregate
intrinsic value
In millions
0.7
0.6
1.3
0.7
1.0
4.3
3.6
4.5
5.2
6.4
8.7
5.9
$ 29.21
$ 39.74
$ 48.93
$ 58.58
$ 73.35
$
40
28
55
22
17
$ 52.09
$ 162
0.5
0.4
1.1
0.4
0.1
2.5
$ 27.54
$ 39.28
$ 48.53
$ 55.46
$ 69.12
$
31
23
45
14
2
$ 44.82
$ 115
(1) Stock options with a US dollar exercise price have been translated to Canadian dollars using the foreign exchange rate in effect at the balance sheet date. As at December 31, 2012, all
stock options outstanding were in-the-money. The weighted-average years to expiration of exercisable stock options was 4.5 years.
68
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
The following table provides valuation and expense information for all stock option awards:
In millions, unless otherwise indicated
Year of grant
2012
2011
2010
2009
2008
2007
2006
Total
Stock-based compensation expense
recognized over requisite service period (1)
Year ended December 31, 2012
$
4
Year ended December 31, 2011
Year ended December 31, 2010
N/A
N/A
$
$
2
5
N/A
$
$
$
2
2
4
$
$
$
2
2
2
$
$
$
-
1
2
N/A
-
1
$
$
N/A
N/A
$
-
$
$
$
10
10
9
Fair value per unit
At grant date ($)
$ 15.49
$ 15.66
$ 13.09
$ 12.60
$ 12.44
$ 13.37
$ 13.80
N/A
Fair value of awards vested during the year
Year ended December 31, 2012
$
-
Year ended December 31, 2011
Year ended December 31, 2010
N/A
N/A
$
$
2
-
N/A
$
$
$
2
2
-
$
$
$
Nonvested awards at December 31, 2012
Unrecognized compensation cost
$
4
$
3
$
1
$
Remaining recognition period (years)
3.0
2.0
1.0
4
4
4
-
-
$
$
$
$
3
3
3
-
-
N/A
3
3
$
$
N/A
N/A
$
3
$
$
$
11
12
13
N/A
N/A
N/A
N/A
$
8
N/A
Assumptions
Grant price ($)
$ 76.70
$ 68.94
$ 54.76
$ 42.14
$ 48.51
$ 52.79
$ 51.51
Expected stock price volatility (2)
26%
26%
28%
39%
27%
24%
25%
Expected term (years) (3)
Risk-free interest rate (4)
Dividend rate ($) (5)
5.4
1.33%
$ 1.50
5.3
2.53%
$ 1.30
5.4
2.44%
$ 1.08
5.3
1.97%
$ 1.01
5.3
3.58%
$ 0.92
5.2
4.12%
$ 0.84
5.2
4.04%
$ 0.65
N/A
N/A
N/A
N/A
N/A
(1) Compensation cost is based on the grant date fair value using the Black-Scholes option-pricing model that uses the assumptions at the grant date.
(2) Based on the average of the historical volatility of the Company’s stock over a period commensurate with the expected term of the award and the implied volatility from traded options
on the Company’s stock.
(3) Represents the period of time that awards are expected to be outstanding. The Company uses historical data to estimate option exercise and employee termination, and groups of employ-
ees that have similar historical exercise behavior are considered separately.
(4) Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards.
(5) Based on the annualized dividend rate.
The following table provides information related to stock
(iii) Stock price volatility
options exercised during the years ended December 31, 2012,
Compensation cost for the Company’s RSU plans is based on the
2011 and 2010:
In millions
Year ended December 31,
2012
2011
2010
Total intrinsic value
Cash received upon exercise of options
Related excess tax benefit realized
$ 167
$ 101
$ 16
$ 122
$ 68
$
9
$ 125
$ 87
$ 28
fair value of the awards at period end using the lattice-based
valuation model for which a primary assumption is the Company’s
share price. In addition, the Company’s liability for the VIDP is
marked-to-market at period-end and, as such, is also reliant on
the Company’s share price. Fluctuations in the Company’s share
price cause volatility to stock-based compensation expense as
recorded in net income. The Company does not currently hold any
derivative financial instruments to manage this exposure. A
$1 increase in the Company’s share price at December 31, 2012
would have increased stock-based compensation expense by
$4 million, whereas a $1 decrease in the price would have
reduced it by $3 million.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 69
Notes to Consolidated Financial Statements
11 Pensions and other postretirement benefits
A. Description of the CN Pension Plan
The CN Pension Plan is a contributory defined benefit pension plan
The Company has various retirement benefit plans under which
that covers the majority of CN employees. It provides for pensions
substantially all of its employees are entitled to benefits at retire-
based mainly on years of service and final average pensionable earn-
ment age, generally based on compensation and length of service
ings and is generally applicable from the first day of employment.
and/or contributions. Senior and executive management employ-
Indexation of pensions is provided after retirement through a gain/
ees (“executive employees”) subject to certain minimum service
loss sharing mechanism, subject to guaranteed minimum increases.
and age requirements, are also eligible for an additional retire-
An independent trust company is the Trustee of the Company’s pen-
ment benefit under their Special Retirement Stipend Agreements
sion trust funds (including the CN Pension Trust Fund). As Trustee, the
(SRS), the Supplemental Executive Retirement Plan (SERP) or the
trust company performs certain duties, which include holding legal
Defined Contribution Supplemental Executive Retirement Plan
title to the assets of the CN Pension Trust Fund and ensuring that the
(DC SERP). Executive employees who breach the non-compete,
Company, as Administrator, complies with the provisions of the CN
non-solicitation and non-disclosure of confidential information
Pension Plan and the related legislation. The Company utilizes a mea-
conditions of the SRS, SERP or DC SERP plans or other employ-
surement date of December 31 for the CN Pension Plan.
ment agreement will forfeit the retirement benefit under these
plans. Should the Company reasonably determine that a current
B. Funding policy
or former executive employee may have violated the conditions of
Employee contributions to the CN Pension Plan are determined by
their SRS, SERP, or DC SERP plan or other employment agreement,
the plan rules. Company contributions are in accordance with the
the Company may at its discretion withhold or suspend payout of
requirements of the Government of Canada legislation, The Pension
the retirement benefit pending resolution of such matter. In
Benefits Standards Act, 1985, including amendments thereto, and
February 2012, the Company’s Board of Directors unanimously
are determined by actuarial valuations. Actuarial valuations are
voted to forfeit and cancel the $1.5 million annual retirement
required on an annual basis for all Canadian plans, or when deemed
benefit otherwise due to its former CEO after determining that
appropriate by the Office of the Superintendent of Financial
the former CEO was likely in breach of the non-compete, non-so-
Institutions (OSFI). These actuarial valuations are prepared in accor-
licitation and non-disclosure of confidential information condi-
dance with legislative requirements and with the recommendations
tions contained in the former CEO’s employment agreement. On
of the Canadian Institute of Actuaries for the valuation of pension
December 21, 2012, the former CEO filed amended counterclaims
plans. The most recently filed actuarial valuation of the CN Pension
and affirmative defenses in the United States District Court for the
Plan was conducted as at December 31, 2011 and indicated a fund-
Northern District of Illinois to CN’s amended claims in which the
ing excess on a going-concern basis of approximately $1.1 billion and
former CEO claims that CN failed to pay monthly retirement ben-
a funding deficit on a solvency basis of approximately $1.3 billion.
efit installments due through June 28, 2012, the date on which
The Company’s next actuarial valuation required as at December 31,
the former CEO entered into an executive employment agreement
2012 will be performed in 2013. This actuarial valuation is expected
with the Company’s major competitor in Canada. In addition, the
to identify a going-concern surplus of approximately $1.4 billion,
former CEO made binding judicial admissions in these court doc-
while on a solvency basis a funding deficit of approximately $2.0 bil-
uments that he was not entitled to retirement benefits beyond
lion is expected due to the level of interest rates as at the measure-
June 28, 2012. As such, the Company, without prejudice, has
ment date, December 31, 2012. The federal pension legislation
recorded a settlement gain of $20 million from the termination of
requires funding deficits, as calculated under current pension regula-
the former CEO’s retirement benefit plan for the period beyond
tions, to be paid over a number of years. Actuarial valuations are also
June 28, 2012 which is partially offset by the recognition of past
required annually for the Company’s U.S. pension plans.
accumulated actuarial losses of approximately $4 million. See
In 2012, in anticipation of its future funding requirements, the
Note 16 – Major commitments and contingencies.
Company made voluntary contributions of $700 million in excess
The Company also offers postretirement benefits to certain
of the required contributions mainly to strengthen the financial
employees providing life insurance, medical benefits and, for a
position of its main pension plan, the CN Pension Plan. These
closed group of employees, free rail travel benefits during retire-
voluntary contributions can be treated as a prepayment against its
ment. These postretirement benefits are funded as they become
required special solvency payments. As at December 31, 2012, the
due. The information in the tables that follow pertains to all of the
Company had $785 million of accumulated prepayments which
Company’s defined benefit plans. However, the following descrip-
remain available to offset future required solvency deficit pay-
tions relate solely to the Company’s main pension plan, the CN
ments. The Company expects to use approximately $415 million
Pension Plan, unless otherwise specified.
of these prepayments to satisfy its 2013 required solvency deficit
payment. As a result, the Company’s cash contributions for 2013
are expected to be in the range of $135 million to $335 million,
including a potential voluntary contribution of up to $200 million,
70
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
for all the Company’s pension plans. As at February 1, 2013, the
(ii) Mortgages consist of mortgage products which are primarily
Company contributed $94 million to its defined benefit pension
conventional or participating loans secured by commercial
plans for 2013.
C. Plan assets
properties.
(iii) Equity investments are diversified by country, issuer and
industry sector. The most significant allocation either to an
The assets of the Company’s various plans are held in separate
individual issuer or industry sector was approximately 4%
trust funds which are diversified by asset type, country and
and 24%, respectively, in 2012.
investment strategies. Each year, the CN Board of Directors
(iv) Real estate is a diversified portfolio of Canadian land and
reviews and confirms or amends the Statement of Investment
commercial properties held by the trusts’ wholly-owned sub-
Policies and Procedures (SIPP) which includes the plans’ long-term
sidiaries.
asset mix and related benchmark indices (“Policy”). This Policy is
(v) Oil and gas investments include petroleum and natural gas
based on a long-term forward-looking view of the world econ-
properties operated by the trusts’ wholly-owned subsidiaries
omy, the dynamics of the plans’ benefit liabilities, the market
and Canadian marketable securities.
return expectations of each asset class and the current state of
(vi)
Infrastructure investments are publicly traded trust units, partic-
financial markets.
ipations in private infrastructure funds and public debt and
Annually, the CN Investment Division, a division of the
equity securities of infrastructure and utility companies. Some
Company created to invest and administer the assets of the plans,
of these investments are held by the trusts’ wholly-owned
proposes a short-term asset mix target (“Strategy”) for the com-
subsidiaries.
ing year, which is expected to differ from the Policy, because of
(vii) Absolute return investments are a portfolio of units of exter-
current economic and market conditions and expectations. The
nally managed hedge funds.
Investment Committee of the Board (“Committee”) regularly
(viii) Risk-based allocation is a portfolio of externally managed
compares the actual asset mix to the Policy and Strategy asset
funds where each asset class contributes equally to the over-
mixes and evaluates the actual performance of the trust funds in
all risk of the portfolio. Some of these investments are held
relation to the performance of the Policy, calculated using Policy
by the trusts’ wholly-owned subsidiaries.
asset mix and the performance of the benchmark indices.
The Company’s 2012 target long-term asset mix and actual
The plans’ investment manager monitors market events and
asset allocation for the Company’s pension plans are as follows:
exposures to markets, currencies and interest rates daily. When
Asset allocation
Target long-term
asset mix
Percentage
of plan assets
2012
2011
Cash and short-term investments
Bonds and mortgages
Equities
Real estate
Oil and gas
Infrastructure
Absolute return
Risk-based allocation
Total
2%
38%
47%
4%
5%
4%
-
-
4%
28%
41%
2%
8%
4%
9%
4%
7%
28%
42%
2%
8%
5%
8%
-
investing in foreign securities, the plans are exposed to foreign
currency risk that may be adjusted or hedged; the effect of which
is included in the valuation of the foreign securities. Net of the
effects mentioned above, the plans were 68% exposed to the
Canadian dollar, 8% to European currencies, 12% to the US dollar
and 12% to various other currencies as at December 31, 2012.
Interest rate risk represents the risk that the fair value of the
investments will fluctuate due to changes in market interest rates.
Sensitivity to interest rates is a function of the timing and amount
of cash flows of the assets and liabilities of the plans. To manage
credit risk, established policies require dealing with counterparties
100%
100%
100%
considered to be of high credit quality. Derivatives are used from
The Committee’s approval is required for all major investments
in illiquid securities. The SIPP allows for the use of derivative finan-
cial instruments to implement strategies or to hedge or adjust
existing or anticipated exposures. The SIPP prohibits investments
in securities of the Company or its subsidiaries. Investments held
in the trust funds consist mainly of the following:
(i) Cash, short-term investments and bonds consist primarily of
highly liquid securities which ensure adequate cash flows are
available to cover near-term benefit payments. Short-term secu-
rities are almost exclusively obligations issued by Canadian char-
tered banks. As at December 31, 2012, 91% of bonds were
issued or guaranteed by Canadian, U.S. or other governments.
time to time to adjust asset mix or exposures to foreign currencies,
interest rate or market risks of the portfolio or anticipated trans-
actions. Derivatives are contractual agreements whose value is
derived from interest rates, foreign exchange rates, and equity or
commodity prices. When derivatives are used for hedging pur-
poses, the gains or losses on the derivatives are offset by a corre-
sponding change in the value of the hedged assets. Derivatives
may include forwards, futures, swaps and options.
The tables on the following page present the fair value of plan
assets excluding the economic exposure of derivatives as at
December 31, 2012 and 2011 by asset class, their level within the
fair value hierarchy and the valuation techniques and inputs used
to measure such fair value.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 71
Notes to Consolidated Financial Statements
11 Pensions and other postretirement benefits continued
In millions
Asset class
Cash and short-term investments (1)
Bonds (2)
Canada and supranational
Provinces of Canada
Corporate
Emerging market debt
Mortgages (3)
Equities (4)
Canadian
U.S.
International
Real estate (5)
Oil and gas (6)
Infrastructure (7)
Absolute return (8)
Multi-strategy funds
Fixed income funds
Commodity funds
Equity funds
Global macro funds
Risk-based allocation (9)
Other (10)
Total plan assets
In millions
Asset class
Cash and short-term investments (1)
Bonds (2)
Canada and supranational
Provinces of Canada
Emerging market debt
Mortgages (3)
Equities (4)
Canadian
U.S.
International
Real estate (5)
Oil and gas (6)
Infrastructure (7)
Absolute return (8)
Multi-strategy funds
Fixed income funds
Equity funds
Global macro funds
Other (10)
Total plan assets
Fair value measurements at December 31, 2012
Total
Level 1
Level 2
Level 3
$
615
$
13
$
602
$
1,735
2,152
35
353
133
2,220
1,121
3,082
279
1,339
679
410
425
91
259
296
586
-
-
-
-
-
2,198
1,121
3,082
-
370
8
-
-
-
-
-
-
1,735
2,152
35
353
133
-
-
-
-
29
94
410
415
91
259
296
586
-
-
-
-
-
-
22
-
-
279
940
577
-
10
-
-
-
-
$ 15,810
$ 6,792
$ 7,190
$ 1,828
1
$ 15,811
Fair value measurements at December 31, 2011
Total
Level 1
Level 2
Level 3
$ 1,026
$
21
$ 1,005
$
1,650
1,937
288
178
2,395
1,125
2,712
214
1,232
707
358
214
260
368
-
-
-
8
2,373
1,125
2,712
-
343
9
-
-
-
-
1,650
1,937
288
170
-
-
-
-
-
79
358
214
260
368
-
-
-
-
-
22
-
-
214
889
619
-
-
-
-
$ 14,664
$ 6,591
$ 6,329
$ 1,744
55
$ 14,719
Level 1: Fair value based on quoted prices in active markets for identical assets.
Level 2: Fair value based on significant observable inputs.
Level 3: Fair value based on significant unobservable inputs.
72
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
The following table reconciles the beginning and ending balances of the fair value of investments classified as Level 3:
In millions
Equities (4)
Real
estate (5)
Oil and
gas (6)
Infra-
structure (7)
Absolute
return (8)
Total
Fair value measurements based on significant unobservable inputs (Level 3)
Additional
information (11)
Infra-
structure
hedged
Absolute
return
hedged
Beginning balance at December 31, 2010
$
24
$ 318
$ 852
$ 493
$ 206
$ 1,893
$ 496
$ 207
Actual return relating to assets still
held at the reporting date
Purchases, sales and settlements
Transfers in and/or out of Level 3
2
(4)
-
58
(162)
-
90
(53)
-
74
52
-
Balance at December 31, 2011
$
22
$ 214
$ 889
$ 619
$
Actual return relating to assets still
held at the reporting date
Purchases, sales and settlements
Transfers in and/or out of Level 3
2
(2)
-
68
(3)
-
90
(39)
-
(13)
(29)
-
(7)
(1)
(198)
-
-
10
-
217
(168)
(198)
63
62
-
$ 1,744
$ 621
$
147
(63)
-
5
(50)
-
(8)
(1)
(198)
-
-
10
-
Ending balance at December 31, 2012
$
22
$ 279
$ 940
$ 577
$
10
$ 1,828
$ 576
$
10
(1) Short-term investments consist primarily of securities issued by Canadian chartered banks. Such investments are valued at cost, which approximates fair value.
(2) Bonds are valued using prices obtained from independent pricing data suppliers, predominantly TSX Inc. When prices are not available from independent sources, the bond is valued by
comparison to prices obtained for a bond of similar interest rate, maturity and risk.
(3) Mortgages are secured by real estate. The fair value measurement of $133 million ($170 million in 2011) of mortgages categorized as Level 2 is based on current market yields of financial
instruments of similar maturity, coupon and risk factors. Mortgages denominated in foreign currencies are fully hedged back to the Canadian dollar, the effects of which are reflected in
the values presented in the tables above.
(4) The fair value of equity investments of $22 million ($22 million in 2011) categorized as Level 3 represent units in private equity funds which are valued by their administrators.
(5) The fair value of real estate investments of $279 million ($214 million in 2011) includes land and buildings classified as Level 3. Land is valued based on the fair value of comparable assets,
and buildings are valued based on the present value of estimated future net cash flows or the fair value of comparable assets. Independent valuations of land and buildings are performed
triennially.
(6) The fair value of oil and gas investments of $940 million ($889 million in 2011) classified as Level 3 is valued based on estimated future net cash flows that are discounted using prevailing
market rates for transactions in similar assets. The future net cash flows are based on forecasted oil and gas prices and projected future annual production and costs.
(7)
Infrastructure funds consist of $8 million ($9 million in 2011) of trust units that are publicly traded and classified as Level 1, $94 million ($79 million in 2011) of bank loans and bonds
issued by infrastructure companies classified as Level 2 and $577 million ($619 million in 2011) of infrastructure funds that are classified as Level 3 and are valued based on discounted
cash flows or earnings multiples. Infrastructure funds cannot be redeemed; distributions will be received from the funds as the underlying investments are liquidated. Infrastructure funds
denominated in foreign currencies are fully hedged back to the Canadian dollar, the effects of which are reflected in the values presented in the additional information table presented
above.
(8) Absolute return investments are valued using the net asset value as reported by the fund administrators. All hedge fund investments have contractual redemption frequencies, ranging
from monthly to annually, and redemption notice periods varying from 5 to 90 days. Hedge fund investments that have redemption dates less frequent than every four months or that
have restrictions on contractual redemption features at the reporting date are classified as Level 3.
(9) Risk-based allocation investments are valued using the net asset value as reported by the fund administrators. All funds have contractual redemption frequencies ranging from daily to
annually, and redemption notice periods varying from 5 to 60 days.
(10) Other consists of net operating assets required to administer the trust funds’ investment assets and the plans’ benefit and funding activities. Such assets are valued at cost and have not
been assigned to a fair value category.
(11) This additional information demonstrates the fair value of the infrastructure funds and absolute return investments after considering the effects of foreign currency hedges.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 73
Notes to Consolidated Financial Statements
11 Pensions and other postretirement benefits continued
D. Additional disclosures
(i) Obligations and funded status
In millions
Year ended December 31,
2012
2011
2012
2011
Pensions
Other postretirement benefits
Change in benefit obligation
Projected benefit obligation at beginning of year
$ 15,548
$ 14,895
$
284
$
283
Amendments
Interest cost
Actuarial loss (gain)
Service cost
Curtailment gain
Plan participants’ contributions
Foreign currency changes
-
740
812
134
-
55
(5)
27
788
577
124
-
54
5
Benefit payments, settlements and transfers (1)
(949)
(922)
6
13
(3)
4
(6)
-
(3)
(18)
1
14
(2)
4
(1)
-
3
(18)
Projected benefit obligation at end of year
$ 16,335
$ 15,548
$
277
$
284
Component representing future salary increases
(443)
(437)
-
-
Accumulated benefit obligation at end of year
$ 15,892
$ 15,111
$
277
$
284
Change in plan assets
Fair value of plan assets at beginning of year
$ 14,719
$ 15,092
$
Employer contributions
Plan participants’ contributions
Foreign currency changes
Actual return on plan assets
Benefit payments, settlements and transfers
Fair value of plan assets at end of year
Funded status (Deficiency of fair value of plan assets
over projected benefit obligation at end of year)
(1)
Includes the settlement gain related to the termination of the former CEO’s retirement benefit plan.
Measurement date for all plans is December 31.
833
55
(2)
1,135
(929)
458
54
1
36
(922)
$ 15,811
$ 14,719
$
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
$
(524)
$
(829)
$
(277)
$
(284)
The projected benefit obligation and fair value of plan assets for the CN Pension Plan at December 31, 2012 were $15,247 million and
$15,042 million, respectively ($14,514 million and $13,992 million, respectively, at December 31, 2011).
(ii) Amounts recognized in the Consolidated Balance Sheet
In millions
Current liabilities (Note 6)
Noncurrent liabilities
Total amount recognized
December 31,
2012
2011
2012
2011
Pensions
Other postretirement benefits
$
-
$
-
$
(17)
$
(18)
(524)
(829)
(260)
(266)
$
(524)
$
(829)
$
(277)
$
(284)
(iii) Amounts recognized in Accumulated other comprehensive loss (Note 18)
In millions
Net actuarial gain (loss)
Prior service cost
December 31,
2012
2011
2012
2011
Pensions
Other postretirement benefits
$ (3,264)
$ (2,720)
$
(26)
$
(30)
$
$
6
(6)
$
$
3
(3)
74
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
(iv) Information for the pension plans with an accumulated benefit obligation in excess of plan assets
In millions
December 31,
2012
2011
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
$
$
$
526
461
201
$ 15,015
$ 14,606
$ 14,191
2012
N/A
N/A
N/A
2011
N/A
N/A
N/A
Pensions
Other postretirement benefits
At December 31, 2012, the fair value of the plan assets exceeded the accumulated benefit obligation for the CN Pension Plan.
(v) Components of net periodic benefit cost (income)
In millions
Service cost
Interest cost
Curtailment gain
Settlement loss (gain) (1)
Expected return on plan assets
Amortization of prior service cost
Amortization of net actuarial loss (gain)
Year ended December 31,
2012
Pensions
2011
$
124
788
-
3
$
2010
99
837
-
-
(1,005)
(1,009)
2
8
-
3
$
Other postretirement benefits
2012
2011
2010
4
13
(6)
-
-
3
-
$
4
14
(1)
-
-
2
-
$
3
16
(1)
-
-
2
(2)
$
134
740
-
(12)
(994)
4
119
Net periodic benefit cost (income)
$
(9)
$
(80)
$
(70)
$
14
$
19
$
18
(1)
Includes the settlement gain related to the termination of the former CEO’s retirement benefit plan.
The estimated prior service cost and net actuarial loss for defined benefit pension plans that will be amortized from Accumulated other
comprehensive loss into net periodic benefit cost (income) over the next fiscal year are $4 million and $236 million, respectively.
The estimated prior service cost and net actuarial gain for other postretirement benefits that will be amortized from Accumulated other
comprehensive loss into net periodic benefit cost (income) over the next fiscal year are $1 million and $1 million, respectively.
(vi) Weighted-average assumptions used in accounting for pensions and other postretirement benefits
December 31,
2012
Pensions
2011
2010
2012
2011
2010
Other postretirement benefits
To determine projected benefit obligation
Discount rate (1)
Rate of compensation increase (2)
To determine net periodic benefit cost
Discount rate (1)
Rate of compensation increase (2)
Expected return on plan assets (3)
4.15%
3.00%
4.84%
3.25%
5.32%
3.50%
4.01%
3.00%
4.70%
3.25%
4.84%
3.25%
7.25%
5.32%
3.50%
7.50%
6.19%
3.50%
7.75%
4.70%
3.25%
N/A
5.29%
3.50%
N/A
5.29%
3.50%
6.01%
3.50%
N/A
(1) The Company’s discount rate assumption, which is set annually at the end of each year, is used to determine the projected benefit obligation at the end of the year and the net periodic
benefit cost for the following year. The discount rate is used to measure the single amount that, if invested at the measurement date in a portfolio of high-quality debt instruments with
a rating of AA or better, would provide the necessary cash flows to pay for pension benefits as they become due. The discount rate is determined by management with the aid of third-
party actuaries. For the Canadian pension and other postretirement benefit plans, future expected benefit payments at each measurement date are discounted using spot rates from a
derived AA corporate bond yield curve. The derived curve is based on observed rates for AA corporate bonds with short-term maturities and a projected AA corporate curve for longer
term maturities based on spreads between observed AA corporate bonds and AA provincial bonds. The derived curve is expected to generate cash flows that match the estimated future
benefit payments of the plans as the bond rate for each maturity year is applied to the plans’ corresponding expected benefit payments of that year.
(2) The rate of compensation increase is determined by the Company based upon its long-term plans for such increases.
(3) To develop its expected long-term rate of return assumption used in the calculation of net periodic benefit cost applicable to the market-related value of assets, the Company considers
multiple factors. The expected long-term rate of return is determined based on expected future performance for each asset class and is weighted based on the current asset portfolio mix.
Consideration is taken of the historical performance, the premium return generated from an actively managed portfolio, as well as current and future anticipated asset allocations, economic
developments, inflation rates and administrative expenses. Based on these factors, the rate is determined by the Company. For 2012, the Company used a long-term rate of return assump-
tion of 7.25% on the market-related value of plan assets to compute net periodic benefit cost. The Company has elected to use a market-related value of assets, whereby realized and
unrealized gains/losses and appreciation/depreciation in the value of the investments are recognized over a period of five years, while investment income is recognized immediately. Effective
January 1, 2013, the Company will reduce the expected long-term rate of return on plan assets from 7.25% to 7.00% to reflect management’s current view of long-term investment
returns. The effect of this change in management’s assumption will be to increase net periodic benefit cost by approximately $20 million.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 75
Notes to Consolidated Financial Statements
11 Pensions and other postretirement benefits continued
(vii) Health care cost trend rate for other postretirement benefits
For measurement purposes, increases in the per capita cost of covered health care benefits were assumed to be 8% for 2012 and 2013. It
is assumed that the rate will decrease gradually to 4.5% in 2028 and remain at that level thereafter.
Assumed health care costs have a significant effect on the amounts reported for the health care plan. A one-percentage-point change
in the assumed health care cost trend rate would have the following effect:
In millions
One-percentage-point
Effect on total service and interest costs
Effect on benefit obligation
(viii) Estimated future benefit payments
In millions
2013
2014
2015
2016
2017
Years 2018 to 2022
E. Defined contribution and other plans
12 Other income
Increase
$
$
1
12
Pensions
$ 983
$ 1,007
$ 1,029
$ 1,052
$ 1,067
$ 5,449
Decrease
$
$
(1)
(10)
Other
postretirement
benefits
$
$
$
$
$
$
17
18
18
19
19
95
In millions
Year ended December 31,
2012
2011
2010
Gain on disposals of properties (1)
$ 295
$ 348
$ 157
Gain on disposal of land
Investment income and other
20
-
30
23
20
35
Total other income
$ 315
$ 401
$ 212
(1) 2012 includes $281 million for the disposal of the Bala-Oakville, 2011 includes $60 mil-
lion and $288 million for the disposal of substantially all of the assets of IC RailMarine
and the Lakeshore East, respectively, and 2010 includes $152 million for the sale of a
portion of the property known as the Oakville subdivision. See Note 4 – Properties.
The Company maintains defined contribution pension plans for
certain salaried employees as well as certain employees covered by
collective bargaining agreements. The Company also maintains
other plans including Section 401(k) savings plans for certain U.S.
based employees. The Company’s contributions under these plans
are expensed as incurred and amounted to $11 million, $10 mil-
lion and $16 million for 2012, 2011 and 2010, respectively.
F. Contributions to multi-employer plan
Under collective bargaining agreements, the Company partici-
pates in a multi-employer benefit plan named the Railroad
Employees National Early Retirement Major Medical Benefit Plan
which is administered by the National Carriers’ Conference
Committee (NCCC), and provides certain postretirement health
care benefits to certain retirees. The Company’s contributions
under this plan are expensed as incurred and amounted to
$11 million, $11 million and $10 million in 2012, 2011 and 2010,
respectively. The annual contribution rate for the plan is deter-
mined by the NCCC and for 2012 was $154.49 per month per
active employee ($164.41 in 2011). The plan covered 874 retirees
in 2012 (846 in 2011).
76
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
13 Income taxes
As at December 31, 2012, Deferred and receivable income taxes
include a net deferred income tax asset of $43 million. As at
December 31, 2011, Deferred and receivable income taxes
included a net deferred income tax asset of $46 million and an
income tax receivable of $76 million.
The Company’s consolidated effective income tax rate differs
from the Canadian, or domestic, statutory Federal tax rate. The
effective tax rate is affected by recurring items such as tax rates in
provincial, U.S. federal, state and other foreign jurisdictions and
the proportion of income earned in those jurisdictions. The effec-
tive tax rate is also affected by discrete items such as income tax
rate enactments and lower tax rates on capital dispositions that
Significant components of deferred income tax assets and
liabilities are as follows:
In millions
December 31,
2012
2011
Deferred income tax assets
Pension liability
Personal injury claims and other reserves
Other postretirement benefits liability
Net operating losses and tax credit carryforwards (1)
Total deferred income tax assets
Deferred income tax liabilities
Properties and other
Total deferred income tax liabilities
Total net deferred income tax liability
$ 148
$ 226
123
82
7
360
134
85
5
450
5,872
5,737
5,872
5,737
$ 5,512
$ 5,287
$ 2,267
$ 2,046
3,245
3,241
$ 5,512
$ 5,287
may occur in any given year. The reconciliation of income tax
Total net deferred income tax liability
expense is as follows:
In millions
Year ended December 31,
2012
2011
2010
Federal tax rate
15.0%
16.5%
18.0%
Income tax expense at the statutory
Federal tax rate
$ (549) $
(554)
$
(518)
Income tax (expense) recovery resulting from:
Domestic
Foreign
Total net deferred income tax liability
$ 5,512
$ 5,287
Net current deferred income tax asset
43
46
Net noncurrent deferred income tax liability
$ 5,555
$ 5,333
Provincial and foreign taxes
(425)
(360)
(308)
(1) Net operating losses and tax credit carryforwards will expire between the years 2014
Deferred income tax adjustments due
to rate enactments
Gain on disposals
Other (1)
Income tax expense
(35)
44
(13)
(40)
62
(7)
-
32
22
$ (978) $
(899)
$
(772)
Cash payments for income taxes
$ 289
$ 482
$ 214
(1) Comprises adjustments relating to the resolution of matters pertaining to prior years’
income taxes, including net recognized tax benefits, and other items.
The following table provides tax information on a domestic
and foreign basis:
and 2032.
On an annual basis, the Company assesses the need to estab-
lish a valuation allowance for its deferred income tax assets, and
if it is deemed more likely than not that its deferred income tax
assets will not be realized, a valuation allowance is recorded. The
ultimate realization of deferred income tax assets is dependant
upon the generation of future taxable income during the periods
in which those temporary differences become deductible.
Management considers the scheduled reversals of deferred
income tax liabilities including the available carryback and carry-
forward periods, projected future taxable income, and tax plan-
In millions
Year ended December 31,
2012
2011
2010
ning strategies in making this assessment. As at December 31,
Income before income taxes
Domestic
Foreign
Current income tax expense
Domestic
Foreign
Deferred income tax expense
Domestic
Foreign
$ 2,656
$ 2,464
$ 2,052
1,002
892
824
2012, in order to fully realize all of the deferred income tax assets,
the Company will need to generate future taxable income of
approximately $1.2 billion and, based upon the level of historical
$ 3,658
$ 3,356
$ 2,876
taxable income and projections of future taxable income over the
$ (314) $
(340)
$
(306)
(213)
(28)
(48)
$ (527) $
(368)
$
(354)
$ (370) $
(288)
$
(248)
(81)
(243)
(170)
$ (451) $
(531)
$
(418)
periods in which the deferred income tax assets are deductible,
management believes it is more likely than not that the Company
will realize the benefits of these deductible differences.
Management has assessed the impacts of the current economic
environment and concluded there are no significant impacts to its
assertions for the realization of deferred income tax assets. The
Company has not recognized a deferred income tax asset
($297 million as at December 31, 2012) on the unrealized foreign
exchange loss recorded in Accumulated other comprehensive loss
relating to its net investment in foreign subsidiaries, as the
Company does not expect this temporary difference to reverse in
the foreseeable future.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 77
Notes to Consolidated Financial Statements
13 Income taxes continued
authorities. Examinations of various state income tax returns by
the state taxation authorities are currently in progress, including
The Company recognized tax credits of $1 million in each of
two additional state examinations commenced in 2012. The
2012, 2011, and 2010 for eligible research and development
Company does not anticipate any significant impacts to its results
expenditures, which reduced the cost of properties.
of operations or financial position as a result of the final resolu-
The following table provides a reconciliation of unrecognized
tions of such matters.
tax benefits on the Company’s domestic and foreign tax positions:
$ 36
$ 46
$ 57
The Company’s strategic initiatives, which drive its operational
In millions
Year ended December 31,
2012
2011
2010
Gross unrecognized tax benefits at
beginning of year
$ 46
$ 57
$ 83
Increases for:
Tax positions related to the current year
Tax positions related to prior years
Decreases for:
Tax positions related to prior years
Settlements
1
3
-
(13)
Lapse of the applicable statute of limitations
(1)
1
11
-
(21)
(2)
4
5
(31)
-
(4)
Gross unrecognized tax benefits at
end of year
Adjustments to reflect tax treaties and
other arrangements
(6)
(11)
(27)
Net unrecognized tax benefits at end of year $ 30
$ 35
$ 30
As at December 31, 2012, the total amount of gross unrecognized
tax benefits was $36 million, before considering tax treaties and other
arrangements between taxation authorities. If recognized, all of the
net unrecognized tax benefits as at December 31, 2012 would affect
the effective tax rate. The Company believes that it is reasonably pos-
sible that approximately $16 million of the net unrecognized tax
benefits as at December 31, 2012 related to various federal, state, and
provincial income tax matters, each of which are individually insignifi-
cant, may be recognized over the next twelve months as a result of
settlements and a lapse of the applicable statute of limitations.
The Company recognizes accrued interest and penalties related
to gross unrecognized tax benefits in Income tax expense in the
Company’s Consolidated Statement of Income. The Company
recognized approximately $3 million, $4 million and $5 million in
accrued interest and penalties during the years ended December 31,
2012, 2011 and 2010, respectively. The Company had approxi-
mately $9 million and $13 million of accrued interest and penalties
as at December 31, 2012 and 2011, respectively.
In Canada, the Company’s federal and provincial income tax
14 Segmented information
The Company manages its operations as one business segment
over a single network that spans vast geographic distances and
territories, with operations in Canada and the United States.
Financial information reported at this level, such as revenues,
operating income, and cash flow from operations, is used by cor-
porate management, including the Company’s chief operating
decision-maker, in evaluating financial and operational perfor-
mance and allocating resources across CN’s network.
direction, are developed and managed centrally by corporate
management and are communicated to its regional activity cen-
ters (the Western Region, Eastern Region and Southern Region).
Corporate management is responsible for, among others, CN’s
marketing strategy, the management of large customer accounts,
overall planning and control of infrastructure and rolling stock, the
allocation of resources, and other functions such as financial plan-
ning, accounting and treasury.
The role of each region is to manage the day-to-day service
requirements within their respective territories and control direct costs
incurred locally. Such cost control is required to ensure that pre-estab-
lished efficiency standards set at the corporate level are met. The
regions execute the overall corporate strategy and operating plan
established by corporate management, as their management of
throughput and control of direct costs does not serve as the platform
for the Company’s decision-making process. Approximately 95% of
the Company’s freight revenues are from national accounts for which
freight traffic spans North America and touches various commodity
groups. As a result, the Company does not manage revenues on a
regional basis since a large number of the movements originate in
one region and pass through and/or terminate in another region.
The regions also demonstrate common characteristics in each
returns filed for the years 2007 to 2011 remain subject to exam-
of the following areas:
ination by the taxation authorities. An examination of the
Company’s federal income tax returns for 2008 is currently in
progress and is expected to be completed during 2013.
Examinations on specific tax positions taken for federal and pro-
vincial income tax returns for the 2007 year are currently in prog-
ress and are also expected to be completed during 2013. In the
U.S., the federal income tax returns filed for the years 2007 as
well as 2009 to 2011 remain subject to examination by the taxa-
tion authorities, and the state income tax returns filed for the
years 2008 to 2011 remain subject to examination by the taxation
(i) each region’s sole business activity is the transportation of
freight over the Company’s extensive rail network;
(ii) the regions service national accounts that extend over the
Company’s various commodity groups and across its rail net-
work;
(iii) the services offered by the Company stem predominantly
from the transportation of freight by rail with the goal of
optimizing the rail network as a whole;
(iv) the Company and its subsidiaries, not its regions, are subject
to single regulatory regimes in both Canada and the U.S.
78
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
For the reasons mentioned herein, the Company reports as
16 Major commitments and contingencies
one operating segment.
The following tables provide information by geographic area:
A. Leases
In millions
Year ended December 31,
2012
2011
2010
Revenues (1)
Canada
U.S.
$ 6,770 $ 6,169 $ 5,630
3,150
2,859
2,667
$ 9,920 $ 9,028 $ 8,297
(1) For the years ended December 31, 2012, 2011 and 2010, the largest customer repre-
sented approximately 2%, 3% and 3%, respectively, of total revenues.
The Company has operating and capital leases, mainly for loco-
motives, freight cars and intermodal equipment. Of the capital
leases, many provide the option to purchase the leased items at
fixed values during or at the end of the lease term. As at
December 31, 2012, the Company’s commitments under these
operating and capital leases were $676 million and $1,232 mil-
lion, respectively. Minimum rental payments for operating leases
having initial non-cancelable lease terms of more than one year
In millions
Year ended December 31,
2012
2011
2010
and minimum lease payments for capital leases in each of the next
Net income
Canada
U.S.
In millions
Properties
Canada
U.S.
$ 1,972 $ 1,836 $ 1,498
708
621
606
$ 2,680 $ 2,457 $ 2,104
December 31,
2012
2011
$ 14,406 $ 13,824
10,135
10,093
$ 24,541 $ 23,917
five years and thereafter are as follows:
In millions
Operating
Capital
2013
2014
2015
2016
2017
2018 and thereafter
Less: imputed interest on capital leases at rates
ranging from approximately 0.7% to 8.5%
Present value of minimum lease payments
included in debt
$
134 $
103
83
61
49
246
676
$
219
268
109
296
144
196
1,232
249
$
983
15 Earnings per share
Year ended December 31,
2012
2011
2010
Basic earnings per share
Diluted earnings per share
$
$
6.15 $
5.45 $
4.51
6.12 $
5.41 $
4.48
The following table provides a reconciliation between basic
and diluted earnings per share:
The Company also has operating lease agreements for its
automotive fleet with one-year non-cancelable terms for which its
practice is to renew monthly thereafter. The estimated annual
rental payments for such leases are approximately $30 million and
generally extend over five years.
Rent expense for all operating leases was $162 million,
$143 million and $176 million for the years ended December 31,
2012, 2011 and 2010, respectively. Contingent rentals and sub-
In millions
Year ended December 31,
2012
2011
2010
lease rentals were not significant.
Net income
$ 2,680 $ 2,457 $ 2,104
Weighted-average shares outstanding
435.6
451.1
466.3
Effect of stock options
2.1
3.3
3.8
Weighted-average diluted shares
outstanding
B. Commitments
As at December 31, 2012, the Company had commitments to
acquire railroad ties, rail, freight cars, locomotives, and other
437.7
454.4
470.1
equipment and services, as well as outstanding information tech-
Basic earnings per share are calculated based on the weighted-
average number of common shares outstanding over each period.
Diluted earnings per share are calculated based on the weighted-av-
erage diluted shares outstanding using the treasury stock method,
which assumes that any proceeds received from the exercise of
in-the-money stock options would be used to purchase common
shares at the average market price for the period. For the years
ended December 31, 2012, 2011 and 2010, the weighted-average
number of stock options that were not included in the calculation of
diluted earnings per share, as their inclusion would have had an
anti-dilutive impact, were nil, 0.1 million and nil, respectively.
nology service contracts and licenses, at an aggregate cost of
$735 million ($727 million as at December 31, 2011). The
Company also has remaining estimated commitments in relation
to the acquisition of the principal lines of the former Elgin, Joliet
and Eastern Railway Company of approximately $100 million
(US$100 million) to be spent over the next few years for railroad
infrastructure improvements, grade separation projects, as well as
commitments under a series of agreements with individual com-
munities and a comprehensive voluntary mitigation program
established to address surrounding municipalities’ concerns. The
commitment for the grade separation projects is based on esti-
mated costs provided by the STB at the time of acquisition and
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 79
Notes to Consolidated Financial Statements
16 Major commitments and contingencies
continued
former CEO entered into an executive employment agreement with
the Company’s major competitor in Canada. The counterclaims seek
affirmative damages from the Company. The Company believes it
could be subject to adjustment. In addition, remaining implemen-
has strong defenses and is vigorously defending those claims, but in
tation costs associated with the U.S. federal government legisla-
any event, the Company believes the potential liability on the claims
tive requirement to implement positive train control (PTC) by 2015
is not material. In addition, the former CEO made binding judicial
are estimated to be approximately $180 million (US$180 million).
admissions in these court documents that he was not entitled to
The Company also has agreements with fuel suppliers to purchase
retirement benefits beyond June 28, 2012. As such, the Company,
approximately 84% of its estimated 2013 volume and 30% of its
without prejudice, has recorded a settlement gain of $20 million
anticipated 2014 volume at market prices prevailing on the date
from the termination of the former CEO’s retirement benefit plan for
of the purchase.
C. Contingencies
the period beyond June 28, 2012 which is partially offset by the
recognition of past accumulated actuarial losses of $4 million.
The Company, without prejudice, has not recorded a gain of
In the normal course of business, the Company becomes involved
approximately $18 million from the cancellation of the former
in various legal actions seeking compensatory and occasionally
CEO’s RSU payout and a settlement gain of $0.7 million associated
punitive damages, including actions brought on behalf of various
with the former CEO’s 2012 retirement benefit liability through
purported classes of claimants and claims relating to employee and
June 28, 2012 pending a final resolution of the legal proceedings.
third-party personal injuries, occupational disease and property
The Company is also seeking to recover $3 million of retirement
damage, arising out of harm to individuals or property allegedly
benefits paid to the former CEO as the Company believes that the
caused by, but not limited to, derailments or other accidents.
former CEO has failed to fulfill the terms of his employment agree-
Proceedings against former CEO
ment as well as reasonable legal fees and other costs. The
Company has not recognized the recovery of these amounts.
In February 2012, the Company’s Board of Directors unanimously
voted to forfeit and cancel the RSU payout of approximately $18 mil-
Canada
lion, the $1.5 million annual retirement benefit, and other benefits
Employee injuries are governed by the workers’ compensation
(collectively the “Benefits”) otherwise due to its former CEO, after
legislation in each province whereby employees may be awarded
determining that the former CEO was likely in breach of his
either a lump sum or a future stream of payments depending on
non-compete and non-disclosure of confidential information condi-
the nature and severity of the injury. As such, the provision for
tions contained in the former CEO’s employment agreement. The
employee injury claims is discounted. In the provinces where the
Company‘s determination was based on certain facts, including the
Company is self-insured, costs related to employee work-related
former CEO’s active participation in concert with the largest share-
injuries are accounted for based on actuarially developed esti-
holder of the Company’s major competitor in Canada for the express
mates of the ultimate cost associated with such injuries, including
purpose of installing the former CEO as Chief Executive Officer of the
compensation, health care and third-party administration costs. A
competitor; the former CEO’s admission that he has taken a personal
comprehensive actuarial study is generally performed at least on a
$5 million stock position in the competitor; and statements by the
triennial basis. For all other legal actions, the Company maintains,
former CEO and the largest shareholder to the effect that the former
and regularly updates on a case-by-case basis, provisions for such
CEO has developed a strategic plan for the operation of the
items when the expected loss is both probable and can be reason-
Company’s competitor to make it a stronger competitor to the
ably estimated based on currently available information.
Company; the Company reasonably believes that any such strategic
In 2012, the Company recorded an $18 million increase to its
plan would necessarily draw upon the Company’s confidential infor-
provision for personal injuries and other claims as a result of a
mation, which would constitute a clear and material breach of the
comprehensive actuarial study for employee injury claims as well
former CEO’s employment agreement. The Company has filed legal
as various other legal claims.
proceedings in the United States District Court for the Northern
As at December 31, 2012, 2011 and 2010, the Company’s pro-
District of Illinois seeking, among other things, a declaration that the
vision for personal injury and other claims in Canada was as follows:
Company’s termination of the Benefits is valid. On June 28, 2012, the
former CEO was named President and CEO and a member of the
Board of Directors of the Company’s major competitor in Canada.
On December 21, 2012, the former CEO filed amended counter-
claims and affirmative defenses in the United States District Court for
the Northern District of Illinois to CN’s amended claims in which the
former CEO claims that CN failed to pay monthly retirement benefit
installments due through June 28, 2012, the date on which the
In millions
2012
2011
2010
Balance January 1
Accruals and other
Payments
$ 199
$ 200
$ 178
55
(45)
31
(32)
59
(37)
Balance December 31
$ 209
$ 199
$ 200
Current portion – Balance December 31
$ 39
$ 39
$ 39
80
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
United States
As at December 31, 2012, 2011 and 2010, the Company’s
Personal injury claims by the Company’s employees, including
provision for personal injury and other claims in the U.S. was as
claims alleging occupational disease and work-related injuries, are
follows:
subject to the provisions of the Federal Employers’ Liability Act
(FELA). Employees are compensated under FELA for damages
assessed based on a finding of fault through the U.S. jury system or
through individual settlements. As such, the provision is undis-
counted. With limited exceptions where claims are evaluated on a
case-by-case basis, the Company follows an actuarial-based
approach and accrues the expected cost for personal injury, includ-
ing asserted and unasserted occupational disease claims, and prop-
erty damage claims, based on actuarial estimates of their ultimate
cost. A comprehensive actuarial study is performed annually.
For employee work-related injuries, including asserted occupa-
tional disease claims, and third-party claims, including grade
crossing, trespasser and property damage claims, the actuarial
valuation considers, among other factors, the Company’s histori-
cal patterns of claims filings and payments. For unasserted occu-
pational disease claims, the actuarial study includes the projection
of the Company’s experience into the future considering the
potentially exposed population. The Company adjusts its liability
based upon management’s assessment and the results of the
study. On an ongoing basis, management reviews and compares
the assumptions inherent in the latest actuarial study with the
current claim experience and, if required, adjustments to the lia-
bility are recorded.
Due to the inherent uncertainty involved in projecting future
events, including events related to occupational diseases, which
include but are not limited to, the timing and number of actual
claims, the average cost per claim and the legislative and judicial
environment, the Company’s future payments may differ from
current amounts recorded.
In 2012, the Company recorded a $7 million increase to its
provision for U.S. personal injury and other claims attributable to
non-occupational disease and third-party claims, which was offset
by a $6 million net reduction mainly attributable to occupational
disease claims pursuant to the 2012 external actuarial studies. In
previous years, external actuarial studies reflecting favorable
claims development have supported net reductions to the
Company’s provision for U.S. personal injury and other claims of
$6 million and $19 million in 2011 and 2010, respectively. The
previous years’ reductions were mainly attributable to decreases in
the Company’s estimates of unasserted claims and costs related to
asserted claims as a result of its ongoing risk mitigation strategy
focused on reducing the frequency and severity of claims through
injury prevention and containment; mitigation of claims; and
lower settlements for existing claims.
In millions
2012
2011
2010
Balance January 1
Accruals and other
Payments
$ 111
$ 146
$ 166
28
(34)
30
(65)
7
(27)
Balance December 31
$ 105
$ 111
$ 146
Current portion – Balance December 31
$ 43
$ 45
$ 44
Although the Company considers such provisions to be adequate for
all its outstanding and pending claims, the final outcome with respect to
actions outstanding or pending at December 31, 2012, or with respect
to future claims, cannot be reasonably determined. When establishing
provisions for contingent liabilities the Company considers, where a
probable loss estimate cannot be made with reasonable certainty, a
range of potential probable losses for each such matter, and records the
amount it considers the most reasonable estimate within the range.
However, when no amount within the range is a better estimate than
any other amount, the minimum amount in the range is accrued. For
matters where a loss is reasonably possible but not probable, a range of
potential losses could not be estimated due to various factors which may
include the limited availability of facts, the lack of demand for specific
damages and the fact that proceedings were at an early stage. Based on
information currently available, the Company believes that the eventual
outcome of the actions against the Company will not, individually or in
the aggregate, have a material adverse effect on the Company’s consol-
idated financial position. However, due to the inherent inability to predict
with certainty unforeseeable future developments, there can be no
assurance that the ultimate resolution of these actions will not have a
material adverse effect on the Company’s results of operations, financial
position or liquidity in a particular quarter or fiscal year.
D. Environmental matters
The Company’s operations are subject to numerous federal, provin-
cial, state, municipal and local environmental laws and regulations
in Canada and the U.S. concerning, among other things, emissions
into the air; discharges into waters; the generation, handling, stor-
age, transportation, treatment and disposal of waste, hazardous
substances, and other materials; decommissioning of underground
and aboveground storage tanks; and soil and groundwater con-
tamination. A risk of environmental liability is inherent in railroad
and related transportation operations; real estate ownership, oper-
ation or control; and other commercial activities of the Company
with respect to both current and past operations.
Known existing environmental concerns
The Company has identified approximately 300 sites at which it is
or may be liable for remediation costs, in some cases along with
other potentially responsible parties, associated with alleged
contamination and is subject to environmental clean-up and
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 81
Notes to Consolidated Financial Statements
16 Major commitments and contingencies
As at December 31, 2012, 2011 and 2010, the Company’s
continued
provision for specific environmental sites was as follows:
enforcement actions, including those imposed by the United
States Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA), also known as
the Superfund law, or analogous state laws. CERCLA and similar
state laws, in addition to other similar Canadian and U.S. laws,
generally impose joint and several liability for clean-up and
enforcement costs on current and former owners and operators
of a site, as well as those whose waste is disposed of at the site,
without regard to fault or the legality of the original conduct. The
Company has been notified that it is a potentially responsible
party for study and clean-up costs at approximately 10 sites gov-
erned by the Superfund law (and analogous state laws) for which
investigation and remediation payments are or will be made or are
yet to be determined and, in many instances, is one of several
potentially responsible parties.
The ultimate cost of addressing these known contaminated
sites cannot be definitely established given that the estimated
environmental liability for any given site may vary depending on
the nature and extent of the contamination; the nature of antici-
pated response actions, taking into account the available clean-up
techniques; evolving regulatory standards governing environmen-
tal liability; and the number of potentially responsible parties and
their financial viability. As a result, liabilities are recorded based on
the results of a four-phase assessment conducted on a site-by-site
basis. A liability is initially recorded when environmental assess-
ments occur, remedial efforts are probable, and when the costs,
based on a specific plan of action in terms of the technology to be
used and the extent of the corrective action required, can be rea-
sonably estimated. The Company estimates the costs related to a
particular site using cost scenarios established by external consul-
tants based on the extent of contamination and expected costs for
remedial efforts. In the case of multiple parties, the Company
accrues its allocable share of liability taking into account the
Company’s alleged responsibility, the number of potentially
responsible parties and their ability to pay their respective share of
the liability. Adjustments to initial estimates are recorded as addi-
tional information becomes available.
The Company’s provision for specific environmental sites is
undiscounted and includes costs for remediation and restoration
of sites, as well as monitoring costs. Environmental accruals,
which are classified as Casualty and other in the Consolidated
Statement of Income, include amounts for newly identified sites
or contaminants as well as adjustments to initial estimates.
Recoveries of environmental remediation costs from other parties
are recorded as assets when their receipt is deemed probable.
In millions
2012
2011
2010
Balance January 1
Accruals and other
Payments
$ 152
$ 150
$ 103
(5)
(24)
17
(15)
67
(20)
Balance December 31
$ 123
$ 152
$ 150
Current portion – Balance December 31
$ 31
$ 63
$ 34
The Company anticipates that the majority of the liability at
December 31, 2012 will be paid out over the next five years.
However, some costs may be paid out over a longer period. The
Company expects to partly recover certain accrued remediation
costs associated with alleged contamination and has recorded a
receivable in Intangible and other assets for such recoverable
amounts. Based on the information currently available, the
Company considers its provisions to be adequate.
Unknown existing environmental concerns
While the Company believes that it has identified the costs likely
to be incurred for environmental matters in the next several years
based on known information, the discovery of new facts, future
changes in laws, the possibility of releases of hazardous materials
into the environment and the Company’s ongoing efforts to iden-
tify potential environmental liabilities that may be associated with
its properties may result in the identification of additional environ-
mental liabilities and related costs. The magnitude of such addi-
tional liabilities and the costs of complying with future
environmental laws and containing or remediating contamination
cannot be reasonably estimated due to many factors, including:
(i)
the lack of specific technical information available with
respect to many sites;
(ii) the absence of any government authority, third-party orders,
or claims with respect to particular sites;
(iii) the potential for new or changed laws and regulations and
for development of new remediation technologies and uncer-
tainty regarding the timing of the work with respect to partic-
ular sites; and
(iv) the determination of the Company’s liability in proportion to
other potentially responsible parties and the ability to recover
costs from any third parties with respect to particular sites.
Therefore, the likelihood of any such costs being incurred or whether
such costs would be material to the Company cannot be determined
at this time. There can thus be no assurance that liabilities or costs
related to environmental matters will not be incurred in the future,
or will not have a material adverse effect on the Company’s financial
position or results of operations in a particular quarter or fiscal year,
or that the Company’s liquidity will not be adversely impacted by
such liabilities or costs, although management believes, based on
current information, that the costs to address environmental matters
will not have a material adverse effect on the Company’s financial
82
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
position or liquidity. Costs related to any unknown existing or future
value of the assets at the end of their respective lease term is less
contamination will be accrued in the period in which they become
than the fair value, as estimated at the inception of the lease, then
probable and reasonably estimable.
Future occurrences
the Company must, under certain conditions, compensate the
lessor for the shortfall. At December 31, 2012, the maximum expo-
sure in respect of these guarantees was $156 million. There are no
In railroad and related transportation operations, it is possible that
recourse provisions to recover any amounts from third parties.
derailments or other accidents, including spills and releases of hazard-
ous materials, may occur that could cause harm to human health or
(ii) Other guarantees
to the environment. As a result, the Company may incur costs in the
As at December 31, 2012, the Company, including certain of its
future, which may be material, to address any such harm, compliance
subsidiaries, has granted $551 million of irrevocable standby letters
with laws and other risks, including costs relating to the performance
of credit and $11 million of surety and other bonds, issued by highly
of clean-ups, payment of environmental penalties and remediation
rated financial institutions, to third parties to indemnify them in the
obligations, and damages relating to harm to individuals or property.
event the Company does not perform its contractual obligations. As
Regulatory compliance
at December 31, 2012, the maximum potential liability under these
guarantee instruments was $562 million, of which $489 million
The Company may incur significant capital and operating costs asso-
related to workers’ compensation and other employee benefit lia-
ciated with environmental regulatory compliance and clean-up
bilities and $73 million related to equipment under leases and other
requirements, in its railroad operations and relating to its past and
liabilities. The letters of credit were drawn on the Company’s bilat-
present ownership, operation or control of real property. Operating
eral letter of credit facilities. The Company has not recorded a liabil-
expenses for environmental matters amounted to $16 million in
ity as at December 31, 2012 with respect to these guarantee
2012, $4 million in 2011 and $23 million in 2010. In addition, based
instruments as they relate to the Company’s future performance
on the results of its operations and maintenance programs, as well
and the Company does not expect to make any payments under
as ongoing environmental audits and other factors, the Company
these guarantee instruments. The majority of the guarantee instru-
plans for specific capital improvements on an annual basis. Certain
ments mature at various dates between 2013 and 2015.
of these improvements help ensure facilities, such as fuelling stations
and waste water and storm water treatment systems, comply with
(iii) General indemnifications
environmental standards and include new construction and the
In the normal course of business, the Company has provided
updating of existing systems and/or processes. Other capital expen-
indemnifications, customary for the type of transaction or for the
ditures relate to assessing and remediating certain impaired proper-
railway business, in various agreements with third parties, includ-
ties. The Company’s environmental capital expenditures amounted
ing indemnification provisions where the Company would be
to $13 million in 2012, $11 million in 2011 and $14 million in 2010.
required to indemnify third parties and others. Indemnifications
are found in various types of contracts with third parties which
E. Guarantees and indemnifications
include, but are not limited to:
In the normal course of business, the Company, including certain
(a) contracts granting the Company the right to use or enter upon
of its subsidiaries, enters into agreements that may involve provid-
property owned by third parties such as leases, easements,
ing guarantees or indemnifications to third parties and others,
trackage rights and sidetrack agreements;
which may extend beyond the term of the agreements. These
(b) contracts granting rights to others to use the Company’s prop-
include, but are not limited to, residual value guarantees on oper-
erty, such as leases, licenses and easements;
ating leases, standby letters of credit, surety and other bonds, and
(c) contracts for the sale of assets;
indemnifications that are customary for the type of transaction or
(d) contracts for the acquisition of services;
for the railway business.
(e) financing agreements;
The Company is required to recognize a liability for the fair
(f) trust indentures, fiscal agency agreements, underwriting
value of the obligation undertaken in issuing certain guarantees
agreements or similar agreements relating to debt or equity
on the date the guarantee is issued or modified. In addition,
securities of the Company and engagement agreements with
where the Company expects to make a payment in respect of a
financial advisors;
guarantee, a liability will be recognized to the extent that one has
(g) transfer agent and registrar agreements in respect of the
not yet been recognized.
Company’s securities;
(h) trust and other agreements relating to pension plans and other
(i) Guarantee of residual values of operating leases
plans, including those establishing trust funds to secure pay-
The Company has guaranteed a portion of the residual values of
ment to certain officers and senior employees of special retire-
certain of its assets under operating leases with expiry dates
ment compensation arrangements;
between 2013 and 2020, for the benefit of the lessor. If the fair
(i) pension transfer agreements;
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 83
Notes to Consolidated Financial Statements
16 Major commitments and contingencies
(ii) Fuel
continued
The Company is exposed to commodity price risk related to pur-
chases of fuel and the potential reduction in net income due to
(j) master agreements with financial institutions governing deriv-
increases in the price of diesel. The impact of variable fuel
ative transactions;
expense is mitigated substantially through the Company’s fuel
(k) settlement agreements with insurance companies or other third
surcharge program which apportions incremental changes in fuel
parties whereby such insurer or third-party has been indemnified
prices to shippers within agreed upon guidelines. While this pro-
for any present or future claims relating to insurance policies,
gram provides effective coverage, residual exposure remains
incidents or events covered by the settlement agreements; and
given that fuel price risk cannot be completely mitigated due to
(l) acquisition agreements.
timing and given the volatility in the market. As such, the
Company may enter into derivative instruments to mitigate such
To the extent of any actual claims under these agreements, the
risk when considered appropriate.
Company maintains provisions for such items, which it considers
to be adequate. Due to the nature of the indemnification clauses,
(iii) Interest rate
the maximum exposure for future payments may be material.
The Company is exposed to interest rate risk, which is the risk that
However, such exposure cannot be reasonably determined.
the fair value or future cash flows of a financial instrument will
During the year, the Company entered into various indemnifica-
vary as a result of changes in market interest rates.
tion contracts with third parties for which the maximum exposure
Such risk exists in relation to the Company’s pension and post-
for future payments cannot be reasonably determined. As a result,
retirement plans and to its long-term debt. Overall return in the
the Company was unable to determine the fair value of these guar-
capital markets and the level of interest rates affect the funded
antees and accordingly, no liability was recorded. There are no
status of the Company’s pension plans, particularly the Company’s
recourse provisions to recover any amounts from third parties.
main Canadian pension plan. Adverse changes with respect to
17 Financial instruments
A. Risk management
pension plan returns and the level of interest rates from the date
of the last actuarial valuations may have a material adverse effect
on the funded status of the plans and on the Company’s results
of operations.
The Company mainly issues fixed-rate debt, which exposes the
In the normal course of business, the Company is exposed to vari-
Company to variability in the fair value of the debt. The Company
ous risks such as customer credit risk, commodity price risk, interest
also issues debt with variable interest rates through commercial
rate risk, foreign currency risk, and liquidity risk. To manage these
paper borrowings and capital leases, which exposes the Company
risks, the Company follows a financial risk management frame-
to variability in interest expense. To manage its interest rate expo-
work, which is monitored and approved by the Company’s Finance
sure, the Company manages its borrowings in line with liquidity
Committee, with a goal of maintaining a strong balance sheet,
needs, maturity schedule, and currency and interest rate profile. In
optimizing earnings per share and free cash flow, financing its
anticipation of future debt issuances, the Company may enter into
operations at an optimal cost of capital and preserving its liquidity.
forward rate agreements. The Company does not currently hold
The Company has limited involvement with derivative financial
any significant derivative financial instruments to manage its inter-
instruments in the management of its risks and does not use them
est rate risk. At December 31, 2012, Accumulated other compre-
for trading purposes. At December 31, 2012, the Company did not
hensive loss included an unamortized gain of $8 million, $6 million
have any significant derivative financial instruments outstanding.
after-tax ($8 million, $6 million after-tax at December 31, 2011)
(i) Customer credit risk
relating to treasury lock transactions settled in a prior year, which
are being amortized over the term of the related debt.
In the normal course of business, the Company monitors the
financial condition and credit limits of its customers and reviews
(iv) Foreign currency
the credit history of each new customer. Although the Company
The Company conducts its business in both Canada and the U.S.
believes there are no significant concentrations of credit risk, eco-
and as a result, is affected by currency fluctuations. Changes in
nomic conditions can affect the Company’s customers and can
the exchange rate between the Canadian dollar and other curren-
result in an increase to the Company’s credit risk and exposure to
cies (including the US dollar) make the goods transported by the
business failures of its customers. To manage its credit risk, on an
Company more or less competitive in the world marketplace and
ongoing basis, the Company’s focus is on keeping the average
thereby further affect the Company’s revenues and expenses.
daily sales outstanding within an acceptable range and working
All of the Company’s U.S. operations are self-contained foreign
with customers to ensure timely payments, and in certain cases,
entities with the US dollar as their functional currency. Accordingly,
requiring financial security, including letters of credit.
the U.S. operations’ assets and liabilities are translated into
84
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Notes to Consolidated Financial Statements
Canadian dollars at the rate in effect at the balance sheet date
B. Fair value of financial instruments
and the revenues and expenses are translated at average
For financial assets and liabilities measured at fair value on a recur-
exchange rates during the year. All adjustments resulting from the
ring basis, fair value is the price the Company would receive to sell
translation of the foreign operations are recorded in Other com-
an asset or pay to transfer a liability in an orderly transaction with
prehensive income (loss). For the purpose of minimizing volatility
a market participant at the measurement date. In the absence of
of earnings resulting from the conversion of US dollar-denomi-
active markets for identical assets or liabilities, such measurements
nated long-term debt into the Canadian dollar, the Company
involve developing assumptions based on market observable data
designates the US dollar-denominated long-term debt of the par-
and, in the absence of such data, internal information that is
ent company as a foreign currency hedge of its net investment in
believed to be consistent with what market participants would use
U.S. subsidiaries. As a result, from the dates of designation, for-
in a hypothetical transaction that occurs at the measurement date.
eign exchange gains and losses on translation of the Company’s
Observable inputs reflect market data obtained from independent
US dollar-denominated
long-term debt are
recorded
in
sources, while unobservable inputs reflect the Company’s market
Accumulated other comprehensive loss.
assumptions. Preference is given to observable inputs. These two
Occasionally, the Company enters into short-term foreign
types of inputs create the following fair value hierarchy:
exchange contracts as part of its cash management strategy. The
Company does not hold or issue derivative financial instruments
Level 1: Quoted prices for identical instruments in active markets.
for trading or speculative purposes. Changes in the fair value of
Level 2: Quoted prices for similar instruments in active markets;
forward contracts, resulting from changes in foreign exchange
quoted prices for identical or similar instruments in mar-
rates, are recognized in the Consolidated Statement of Income as
kets that are not active; and model-derived valuations
they occur. As at December 31, 2012, a loss of $1 million, before
whose inputs are observable or whose significant value
tax, related to the fair value of the foreign exchange forward
drivers are observable.
contracts of US$400 million, was recorded in Other income on the
Level 3: Significant inputs to the valuation model are unobservable.
Consolidated Statement of Income.
(v) Liquidity risk
The Company uses the following methods and assumptions to
estimate the fair value of each class of financial instruments for
The Company monitors and manages its cash requirements to
which the carrying amounts are included in the Consolidated
ensure sufficient access to funds to meet operational and invest-
Balance Sheet under the following captions:
ing requirements. The Company pursues a solid financial policy
(i) Cash and cash equivalents, Restricted cash and cash equiva-
framework with the goal of maintaining a strong balance sheet,
lents, Accounts receivable, Other current assets, Accounts
by monitoring its adjusted debt-to-total capitalization ratio and its
payable and other:
adjusted debt-to-adjusted earnings before interest, income taxes,
The carrying amounts approximate fair value because of the
depreciation and amortization (EBITDA) multiple, and preserving
short maturity of these instruments. Cash and cash equivalents
an investment grade credit rating to be able to maintain access to
and Restricted cash and cash equivalents include highly liquid
public financing.
investments purchased three months or less from maturity and
The Company’s principal source of liquidity is cash generated
are classified as Level 1. Accounts receivable, Other current
from operations, which is supplemented by its commercial paper
assets, and Accounts payable and other are classified as
program to meet short-term liquidity needs. If the Company were
Level 2 as they may not be priced using quoted prices, but
to lose access to the program for an extended period of time, the
rather determined from market observable information.
Company could rely on its $800 million revolving credit facility.
(ii) Intangible and other assets:
The Company’s primary uses of funds are for working capital
Included in Intangible and other assets are equity investments
requirements, including income tax installments as they become
for which the carrying value approximates the fair value, with
due and pension contributions, contractual obligations, capital
the exception of certain cost investments for which the fair
expenditures relating to track infrastructure and other, acquisi-
value is estimated based on the Company’s proportionate
tions, dividend payouts, and the repurchase of shares through a
share of the underlying net assets. Intangible and other assets
share buyback program, when applicable. The Company sets pri-
are classified as Level 3 as their fair value is based on significant
orities on its uses of available funds based on short-term opera-
unobservable inputs.
tional requirements, expenditures to maintain a safe railway and
(iii) Debt:
strategic initiatives, while also considering its long-term contrac-
The fair value of the Company’s debt is estimated based on the
tual obligations and returning value to its shareholders.
quoted market prices for the same or similar debt instruments,
as well as discounted cash flows using current interest rates for
debt with similar terms, company rating, and remaining matu-
rity. The Company’s debt is classified as Level 2.
Canadian National Railway Company
U.S. GAAP
2012 Annual Report 85
Notes to Consolidated Financial Statements
17 Financial instruments continued
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as at December 31,
2012 and December 31, 2011 for which the carrying values on the Consolidated Balance Sheet are different from their fair values:
In millions
Financial assets
Investments (Note 5)
Financial liabilities
Total debt (Note 8)
December 31, 2012
December 31, 2011
Carrying
amount
Fair
value
Carrying
amount
Fair
value
$
30
$
125
$
31
$
126
$ 6,900
$ 8,379
$ 6,576
$ 7,978
18 Accumulated other comprehensive loss
The components of Accumulated other comprehensive loss are as follows:
In millions
Foreign exchange loss
Pension and other postretirement benefit plans
Derivative instruments (Note 17)
Accumulated other comprehensive loss
December 31,
2012
2011
$
(791)
$
(769)
(2,472)
(2,076)
6
6
$ (3,257)
$ (2,839)
The components of Other comprehensive loss and the related tax effects are as follows:
In millions
Year ended December 31,
2012
2011
2010
Accumulated other comprehensive loss – Balance at January 1
$ (2,839)
$ (1,709)
$
(948)
Other comprehensive income (loss):
Foreign exchange gain (loss) (net of income tax (expense) recovery of
$(17), $19 and $(53), for 2012, 2011 and 2010, respectively)
Pension and other postretirement benefit plans (net of income tax recovery of
$144, $401 and $241, for 2012, 2011 and 2010, respectively)
Derivative instruments (net of income tax recovery of
nil, $1 and nil for 2012, 2011 and 2010, respectively)
Other comprehensive loss
(22)
27
(396)
(1,156)
-
(1)
(418)
(1,130)
(68)
(692)
(1)
(761)
Accumulated other comprehensive loss – Balance at December 31
$ (3,257)
$ (2,839)
$ (1,709)
86
2012 Annual Report
U.S. GAAP
Canadian National Railway Company
Corporate Governance – Delivering Responsibly
CN is committed to being a good corporate citizen. At CN, sound
We are proud of our corporate governance practices. For more
corporate citizenship touches nearly every aspect of what we do,
information on these practices, please refer to our website, as well
from governance to business ethics, from safety to environmental
as to our proxy circular – mailed to our shareholders and also
protection. Central to this comprehensive approach is our strong
available on our website. CN understands that our long-term
belief that good corporate citizenship is simply good business.
success is connected to our contribution to a sustainable future.
CN has always recognized the importance of good gover-
That is why we are committed to the safety of our employees, the
nance. As it evolved from a Canadian institution to a North
public and the environment; delivering reliable, efficient service so
American publicly traded company, CN voluntarily followed cer-
our customers succeed in global markets; building stronger com-
tain corporate governance requirements that, as a company based
munities; and providing a great place to work. Our sustainability
in Canada, it was not technically compelled to follow. We con-
activities are outlined in our Delivering Responsibly report, which
tinue to do so today. Since many of our peers – and shareholders –
can be found on our website: www.cn.ca
are based in the United States, we want to provide the same
For the fourth straight year, CN’s practices have earned it a
assurances of sound practices as our U.S. competitors.
place on the Dow Jones Sustainability Index (DJSI) North America,
Hence, we adopt and adhere to corporate governance prac-
which includes an assessment of CN’s governance practices.
tices that either meet or exceed applicable Canadian and U.S.
CN received the Best Corporate Governance Award from
corporate governance standards. As a Canadian reporting
IR Magazine in 2009 and 2010, and in 2011 we received the
issuer with securities listed on the Toronto Stock Exchange (TSX)
Canadian Coalition for Good Governance (CCGG) Award for
and the New York Stock Exchange (NYSE), CN complies with
Best Disclosure of Board Governance Practices and Director
applicable rules adopted by the Canadian Securities Administrators
Qualifications; and in 2012 the CCGG Award for Best Disclosure
and the rules of the U.S. Securities and Exchange Commission
of Approach to Executive Compensation.
giving effect to the provisions of the U.S. Sarbanes-Oxley Act of
2002.
As a Canadian company, we are not required to comply with
many of the NYSE corporate governance rules, and instead may
comply with Canadian governance practices. However, except as
summarized on our website (www.cn.ca in the Delivering
Responsibly – Governance section), our governance prac tices
comply with the NYSE corporate governance rules in all significant
respects.
Consistent with the belief that ethical conduct goes beyond
compliance and resides in a solid governance culture, the
Delivering Responsibly – Governance section on the CN website
contains CN’s Corporate Governance Manual (including the char-
ters of our Board and of our Board committees) and CN’s Code of
Business Conduct. Printed versions of these documents are also
available upon request to CN’s Corporate Secretary.
Because it is important to CN to uphold the highest standards
in corporate governance and that any potential or real wrong-
doings be reported, CN has also adopted methods allowing
employees and third parties to report accounting, auditing and
other concerns, as more fully described on our website.
Canadian National Railway Company
2012 Annual Report 87
Shareholder and Investor Information
Annual meeting
Shareholder services
The annual meeting of shareholders
will be held at 9:30 a.m. MDT on
April 23, 2013 at:
The Fairmont Hotel Macdonald
Empire Ballroom
10065 100th Street
Edmonton, Alberta, Canada
Annual information form
The annual information form may be
obtained by writing to:
The Corporate Secretary
Canadian National Railway Company
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
Transfer agent and registrar
Computershare Trust Company of Canada
Offices in:
Montreal, Quebec;
Toronto, Ontario;
Calgary, Alberta;
Vancouver, British Columbia
Telephone: 1-800-564-6253
www.investorcentre.com
Co-transfer agent and co-registrar
Computershare Trust Company N.A.
Att: Stock Transfer Department
Overnight Mail Delivery:
250 Royall Street, Canton MA 02021
Regular Mail Delivery: P.O. Box 43070,
Providence, RI 02940-3070
Telephone: 303-262-0600 or
1-800-962-4284
Shareholders having inquiries concerning
their shares, wishing to obtain information
about CN, or to receive dividends by direct
deposit or in U.S. dollars may obtain detailed
information by communicating with:
Computershare Trust Company of Canada
Shareholder Services
100 University Avenue, 9th Floor
Toronto, Ontario M5J 2Y1
Telephone: 1-800-564-6253
www.investorcentre.com
Stock exchanges
CN common shares are listed on the Toronto
and New York stock exchanges.
Ticker symbols:
CNR (Toronto Stock Exchange)
CNI (New York Stock Exchange)
Investor relations
Janet Drysdale
Vice-President, Investor Relations
Telephone: 514-399-0052
Head office
Canadian National Railway Company
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
P.O. Box 8100
Montreal, Quebec H3C 3N4
Additional copies of this report are
available from:
La version française du présent rapport
est disponible à l’adresse suivante :
CN Public Affairs
Affaires publiques du CN
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
Telephone: 1-888-888-5909
Email: contact@cn.ca
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Téléphone : 1-888-888-5909
Courriel : contact@cn.ca
88
2012 Annual Report
Canadian National Railway Company
A TRUE BACKBONE OF THE
ECONOMY
2 0 1 2 a n n u a l r e p o r t
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
www.cn.ca
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