Canadian National Railway Company
Annual Report 2017

Plain-text annual report

935 de La Gauchetière Street West Montreal, Quebec H3B 2M9 www.cn.ca 2 0 1 7 A N N U A L R E P O R T INVESTING for the LONG HAUL 2017 ANNUAL REPORT Except where otherwise indicated, all financial information reflected in this document is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles (GAAP). Certain statements included in this annual report constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws. 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. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets” or other similar words. This report has been printed on 30% post-consumer recycled content. include, but are not 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 to be materially different from the outlook or any future results or performance implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements 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; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity restrictions or risk; other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and liabilities arising from derailments; timing and completion of capital programs; 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 “Management’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 and available on CN’s website, for a description of major risk factors. litigation; risks and trade reflect statements Forward-looking information as of the date on which they are made. 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 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. As used herein, the word “Company” or “CN” means, as the context requires, Canadian National Railway Company and/or its subsidiaries. C O N T E N T S I A Message from Robert Pace II A Message from Jean-Jacques Ruest IV Investing for the Long Haul: • Innovation: Investing for Safety • Highlights • Innovation: Investing for Growth through Operational and Service Excellence • Investing with Our Customers: Innovating Our Service Offering • Investing for the Environment XIV Corporate Governance XV Board of Directors XVI Shareholder and Investor Information FINANCIAL SECTION 1 Selected Railroad Statistics – unaudited 2 Management’s Discussion and Analysis 54 55 Management’s Report on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm 57 Consolidated Financial Statements 61 Notes to Consolidated Financial Statements Additional copies of this report are La version française du présent rapport available from: CN Public Affairs est disponible à l’adresse suivante : Affaires publiques du CN 935 de La Gauchetière Street West 935, rue de La Gauchetière Ouest Montreal, Quebec H3B 2M9 Montréal (Québec) H3B 2M9 Telephone: 1-888-888-5909 Téléphone : 1 888 888-5909 Email: contact@cn.ca Courriel : contact@cn.ca Investing for the Long Haul Message from Robert Pace On behalf of CN’s Board of Directors, I would like to express my sincerest gratitude to all our dedicated employees, shareholders, customers and supply chain partners for their support throughout 2017. We’re pleased that CN posted another record-breaking year in numerous ways. We have great confidence in Interim President and CEO Jean-Jacques Ruest. He has been with the Company for 22 years, and is well known to customers and investors. Jean-Jacques is well positioned to focus the Company and its proven team of railroaders to rapidly address operational challenges during this transition. An international search for a CEO is well underway. Of course, running a successful company goes over and above numbers and metrics. CN is committed to being a responsible corporate citizen in every aspect of what we do, from the field to the boardroom, including the efforts the Company is making to improve diversity and become the safest railroad in North America. With an experienced leadership team and the best railroaders in the business, CN not only continued to be North America’s most efficient railroad, we were also the fastest growing. And, as a measure of our solid financial performance, with CN generating strong earnings per share growth and We believe that good corporate governance is good record free cash flow in 2017, the Board was pleased business, and we are honoured to be recognized for to approve a 10% hike in the Company’s dividend, our efforts by several Canadian and international our 22nd consecutive annual increase. organizations, including the Globe and Mail’s The Board is proud of the Company’s long track record of outstanding performance. At the same time, we know that in an increasingly competitive marketplace, CN must respond with speed and innovation to retain its leadership position. The Board also recognizes the immediate operational 2017 annual review, where we placed first in the industrials group and in the top five among Canadian publicly traded companies. Additionally, CN was ranked one of the “Best 50 Corporate Citizens in Canada” by Corporate Knights for a ninth consecutive year. and customer service challenges that emerged We are confident that the actions we are taking for CN in Fall 2017 – led by high demand and and the investments we are making will help ensure insufficient network resiliency, coupled with severe a future for CN that we can all continue to be winter weather conditions. proud of. CN is accelerating the execution of our innovation Sincerely, strategy, which we are confident remains the right course to continuously improve and maintain industry-leading operating metrics and best-in-class customer service. Robert Pace, D.COMM., C.M. Chair of the Board I C N 2 0 1 7 A N NU A L R E P O R T Investing for the Long Haul Message from Jean-Jacques Ruest I am honoured to have been entrusted by the Board to help lead our great company through this transition period. 2017 was a remarkable year for CN with unprecedented volume growth. It was also a year that ended with operational challenges. We moved more carloads than ever before, across a broad range of commodity groups. CN’s team of outstanding railroaders is responding to the challenge of maintaining the best level of service possible for our customers. I would like to express my most sincere thanks to the entire team for their boundless efforts. committed to working with our supply chain partners and we have a solid plan in place to meet customer requirements. First, we’re addressing the immediate needs of our customers by hiring across the Company to address attrition and accommodate growth. We onboarded 3,400 new railroaders in 2017 and plan to hire another 2,000 in 2018, with the biggest share being in operations. We are also securing additional locomotives to respond to demand growth in the short term. Second, we’re building our business in a methodical and sustainable way for the long haul. We’re bullish on the North American economy and expect to see continued volume growth. As a reflection of our confidence in our ability to win new business with our superior service model, we plan to invest a record $3.2 billion in our capital program Our robust growth has led to temporary capacity constraints and challenging customer service levels, specifically in the fourth quarter as weather and other incidents outside our control disrupted in 2018. Approximately $400 million of our capital some parts of our network. Notwithstanding, in budget is earmarked for equipment, including the 2017, the number of revenue ton miles (RTMs) acquisition of new high-horsepower locomotives. delivered by CN was 11% higher than in 2016, with A further $800 million is targeted toward initiatives strong volumes across almost all commodity groups. to increase capacity and enable growth, such as Growth was particularly notable in intermodal, expansion of our track infrastructure, improvements frac sand, coal and petroleum coke exports, and in yards and intermodal terminals, and investments Canadian grain. While we were expecting a recovery in information technology to improve safety from our slightly lower 2016 volumes, we and our performance, operational efficiency and customer customers never anticipated such a strong and service. The capital program also includes fast rebound. Today’s supply chains are complex $1.6 billion for basic track and railway infrastructure and require an unprecedented level of cooperation maintenance supporting safety and efficiency, between partners to provide customers more and $400 million for continued implementation reliability and visibility on their shipments. We are of Positive Train Control in the United States. I I C N 2 0 1 7 A N NU A L R E P O R T ” …we’re building our business in a methodical and sustainable way for the long haul. We’re bullish on the North American economy and expect to see continued volume growth. ” Jean-Jacques Ruest Strong Financial Performance into the causes of injuries and accidents. We’re also 2017 was a year of many accomplishments, investing in training and furthering our shift to a especially in terms of our financial performance. learning and coaching safety culture. One initiative Revenues were up more than $1 billion, or 8%, over is Looking Out For Each Other, which teaches 2016, to a record $13 billion. Diluted earnings per employees the importance of speaking up whenever share increased 55% to a record $7.24. Adjusted diluted earnings per share1 – which excludes an income tax recovery resulting from the impact of they see unsafe behaviour at work. Another example is Activ8, an enterprise-wide mobile platform designed to encourage innovation through the U.S. tax reform and other items – increased 9% idea sharing and problem solving. Our first initiative to $4.99, also a record high. Our growth continues with this program generated hundreds of ideas for to outpace the strengthening North American reducing personal injuries. economy and the entire CN team deserves credit. And, while our operating ratio did increase Looking Forward 1.5 points to 57.4%, due in part to higher fuel prices Our 2018 investments will help us leverage our and challenging operating conditions in the fourth quarter, it remains the lowest of all Class I railroads. But we’re far from complacent. We are always strong pipeline of growth opportunities. As always, safety, service and efficiency remain our top priorities. The unprecedented level of investment looking for opportunities that will lead to permanent planned for 2018 will improve the resiliency of improvements. CN is a dynamic organization and our network and help CN’s great team handle our we’re deepening our competitive advantage through customers’ business, now and for the long haul. innovation, teamwork and a proven strategic agenda. Sincerely, Coaching Safety Culture Safety remains a core value at CN. While we did not reach all our safety targets for 2017, the long- term trend is positive, reflecting our investments in infrastructure and monitoring over the past 20 years. We’re highly focused on reducing accidents and preventing people from getting hurt on the job. As we continue to address these issues, we’re approaching safety by diving much deeper Jean-Jacques Ruest Interim President and CEO, and Executive Vice-President and Chief Marketing Officer 1. See the section entitled ”Adjusted performance measures“ in the MD&A for an explanation of this non-GAAP measure. I I I C N 2 0 1 7 A N NU A L R E P O R T Innovation: Investing for Safety Executing our innovation strategy means investing in technology to improve every aspect of our business including safety. Safety is not just a priority at CN, but a deeply held core value. Our vision is to become the safest railway in North America. That’s why we’re adopting a multifaceted risk reduction strategy that combines developing our people, executing good processes and investing in technology. We’re also fostering trust, pride, teamwork and innovation in our safety culture by shifting to a learning and coaching approach. Investing in People At our CN Claude Mongeau National Training Centre in Winnipeg, MB, and our sister campus in Homewood, IL, we take a systematic and comprehensive approach to safety training. Employees, and some of our customers, receive hands-on technical training focused on instilling and reinforcing a strong safety culture. We are improving the quality of employee interaction in the field. Our innovative Looking Out For Each Other training program is a joint union-management initiative that focuses on moving our people from “compliance with the rules” to a commitment to safe behaviour for themselves and those around them. Investing in Communities An important part of our safety responsibility is to engage with communities on emergency response. Our dangerous goods experts and other colleagues reach out to hundreds of communities along our network each year. We regularly share information on dangerous goods traffic and emergency response training. For example, thousands of firefighters, police Innovative track inspection boxcar The Autonomous Track Geometry Measurement System (ATGMS) car is designed to operate on any freight train and will allow for additional geometry inspections across CN’s network to detect wear and irregularities in track gauge, curvature, alignment and cross-level. I V C N 2 0 1 7 A N NU A L R E P O R T officers and emergency managers from communities across our network have downloaded the AskRailTM mobile app, which provides real-time information about the contents of railcars. The CN Police Service plays a vital role in ensuring safer communities. Through education and enforcement, CN Police officers strive to protect the communities in which we operate. A fine example is our participation in Rail Safety Week, when we conduct safety blitzes and information sessions at schools, community centres, railway stations and level crossings in Canada and the United States. Investing in Innovative Safety Technology We are investing to enhance our early detection technologies. These include additional wayside inspection systems that detect hot wheels and dragging equipment, hi-rail trucks that measure track geometry, and machine vision systems that detect hard-to-see defects. In addition, we’re testing the use of aerial drones for bridge inspections. We use the data collected by many of these systems to better target maintenance and investment activities, and we’re developing ways to use the data for predictive analytics. CN is also continuing to implement Positive Train Control as mandated by the U.S. government, for a total investment of US$1.4 billion, of which $400 million will be spent in 2018. V C N 2 0 1 7 A N NU A L R E P O R T Highlights RECORD TOP -LINE PERFORMANCE $13B Revenues Our customer-centric supply chain model delivered an increase in revenues of 8% over 2016, mainly attributable to higher volumes of traffic in overseas intermodal, frac sand, coal and petroleum coke exports, and Canadian grain, as well as freight rate increases. RECORD EARNINGS Diluted EPS $7.24 $4.99 Adjusted Diluted EPS1 Earnings per share reflect top-line growth that outpaced the strengthening economy as well as control of expenses. RECORD CA SH GENERATION $2,778M Free Cash Flow 2 CN’s solid generation of free cash flow in 2017 (up 10% over 2016) continues to demonstrate our ability to generate cash for repayment of debt obligations, payment of dividends, and share repurchases. 1. See the section entitled ”Adjusted performance measures” in the MD&A for an explanation of this non-GAAP measure. 2. See the section entitled “Liquidity and capital resources – Free cash flow” in the MD&A for an explanation of this non-GAAP measure. V I C N 2 0 1 7 A N NU A L R E P O R T Innovation: Investing for Growth through Operational and Service Excellence On average, CN invests approximately 20% of annual revenues back into the Company to build for the future. This steady and predictable level of investment provides benefits that keep on giving over time. For example, CN’s investments of approximately $850 million in long sidings and double track since 2000 have enabled 42% higher car velocity and 59% more RTMs. With our sights firmly set on the long haul, we plan to invest a record $3.2 billion in 2018 to improve the safety, efficiency and capacity of our network. CN’s innovative expansion of long-train operations is improving the efficiency of the entire supply chain. Over the past 15 years, we have invested heavily to serve our customers with more efficient long-train operations by extending sidings from 6,000 to 12,000 feet, doubling track, acquiring new locomotives, and expanding the use of distributed power. CN now has the capability of running trains of more than 200 railcars. The longer trains add more efficiency for customers by reducing the number of loading days and increasing overall To deliver service excellence, we must be nimble, because supply chains are complex from the standpoint of distance, integration of globally sourced components, variability of demand, and tight throughput for terminals. inventories. Any supply chain failure can translate into higher costs and lost sales. Therefore, customers are demanding more from every provider in the supply chain, including CN. Our objective is to provide our customers with greater ease and reliability of service, as well as more visibility on their shipments. Investing in Technology CN plans to deliver a high level of service through a combination of business process innovation, automation and optimization of key activities. We’ll support these efforts by investing $500 million over a five-year period to leverage technology Investing in Our Assets and Network and information systems to deliver improved In late 2017, CN committed to purchasing 200 new safety, efficiency and service. Better data will help alternating current traction locomotives over the our people make better decisions and will bring next three years to accommodate future growth improvement in core functions, including Safety, opportunities and drive operational efficiency across the system. CN’s order is the largest among Class I railways since 2014. These high-horsepower engines Mechanical, Engineering and Transportation, among others. Our investments in technology will evolve some basic applications to reduce manual and clerical are equipped with advanced digital technologies to work. Fostering a value creation mindset will take optimize power distribution, train handling, brake our supply chain performance to the next level, with control and fuel utilization. digitalization to increase agility, reliability and visibility. A new way to transport bitumen CN is helping to develop a new way to transport bitumen – the heavy crude produced from Alberta’s oil sands. CanaPuxTM is an innovative process that turns bitumen into a solid form by mixing and coating it with polymer. The result is a non-hazardous pellet that doesn’t burn, leak, dissolve or sink. CN expects CanaPuxTM pellets will help Canadian producers reach new markets overseas. V I I C N 2 0 1 7 A N NU A L R E P O R T New gateway for the U.S. economy With increased Panama Canal capacity and new, efficient intermodal facilities at the Port of Mobile and the Port of New Orleans providing on-dock access for rail shipments, CN is looking to draw increased volumes of container traffic entering North America via the Gulf of Mexico. V I I I C N 2 0 1 7 A N NU A L R E P O R T Investing with Our Customers: Innovating Our Service Offering At CN, we create value for our customers by listening to them, focusing on their needs and defining service as they see it. We invest the time needed to build close customer relationships and gain a deep understanding of their business. We are expanding and improving our service offering as well as increasing the level of predictability and visibility for our customers. To provide optimal service, CN works closely with customers to understand every detail of a shipment, from true origin to ultimate destination. Our Domestic Repositioning Program and extensive transloading facilities provide our intermodal customers with match-back opportunities that enhance their round-trip economics. Investing Together We have invested significantly to expand our service offering at our Toronto, Detroit, Memphis and Joliet intermodal terminals, and we are planning more, such as our Milton Logistics Hub. We have also opened new storefronts, such as our Duluth Intermodal Terminal. Our customers are expressing confidence • Reopening of shuttered coal mines in in our company by investing in new or expanded northeastern B.C. facilities on our network. A great example is the • New efficient loop track grain elevators in Port of Prince Rupert, which expanded its Fairview Western Canada and a new high-throughput Container Terminal’s capacity from 850,000 twenty- grain terminal at the Port of Vancouver foot equivalent units to 1.35 million. Also, one of our long-time logistics partners recently opened the only transload facility for grain unit trains on the Canadian West Coast at Prince Rupert. And, a major North American energy producer is building the first propane export terminal on Canada’s West Coast in Prince Rupert. Other examples include: • New frac sand production and unit train loading and unloading facilities in Wisconsin and Alberta, respectively • High-profile customers joining our logistics parks • New and expanded petrochemical plants near Edmonton, AB Investing in Food Security We at CN are proud to be an important part of the food supply chain, and we continue to invest in temperature-controlled shipping as well as bringing grain and a wide variety of other foodstuffs to market. CN’s CargoCool® service provides a fast, convenient, cost-competitive and eco-friendly approach to moving temperature-sensitive goods. With state-of-the-art monitoring systems and a dedicated team of service representatives, CargoCool® provides a superior cold supply chain process that enhances food security. I X C N 2 0 1 7 A N NU A L R E P O R T Investing for the Long Haul A leading transportation and logistics company Project Enable is one of CN’s key IT initiatives to support our vision of being a leading North American transportation and logistics company. The program looks at streamlining our supply chain processes, offering a simpler customer experience and providing more reliable multimodal service. Opening new markets for Canadian crude Working with InnoTech Alberta, CN has developed CanaPuxTM, an innovative new Ultra-modern hands-on railroader training Our CN Claude Mongeau way of transporting bitumen that puts safety and the environment at the forefront. CanaPuxTM are solid, dry National Training Centre in Winnipeg, MB, and our CN Campus in Homewood, IL, are state-of-the-art pellets that meet rigorous strength requirements for bulk facilities where CN employees and customers receive transport, float in water and don’t leak or dissolve, resulting enhanced railroader training programs focused on in minimal risk of environmental contamination. CN has instilling and reinforcing a strong safety culture. selected Toyo Engineering Canada Ltd. of Calgary, AB, Over 15,000 CN employees, and hundreds of our to design and build a pilot project demonstrating the customers’ employees, have completed the hands-on commercial viability of transporting solid bitumen by rail. technical training at these facilities since 2010. Creating a network advantage in Chicago CN’s investments after the acquisition of the Elgin, Joliet and Eastern (EJ&E) include multi-million- dollar upgrades to the EJ&E’s infrastructure, interchange points and yards – creating an outer belt around the congested corridors of Chicago, through which more than 25% of U.S. rail traffic passes. This belt provides a key competitive advantage for CN, with a seamless route around Chicago that is the fastest of any Class I railroad operating through the Windy City. X C N 2 0 1 7 A N NU A L R E P O R T X C N 2 0 1 7 A N NU A L R E P O R T Investing in intermodal growth Since 2010, Intermodal has been CN’s fastest growing business unit. Our 21 intermodal terminals are located near ports and large urban centres, providing access to markets in North America and overseas. Ten of our terminals serve major Canadian cities. In 2017, we launched service to Duluth, our 11th U.S. intermodal terminal, which provides our intermodal customers with access to major markets in Minnesota and Wisconsin. Overall, we also invested significantly to add track and cranes at our Toronto, Detroit, Memphis and Joliet terminals. Investing in cold supply chain solutions CN has created a new and fast-growing service for our customers by investing in innovative cold supply chain solutions. Our CargoCool® service transports temperature- sensitive goods quickly and cost-competitively using smart containers and advanced monitoring systems that can detect the slightest variation in cargo temperature. In 2018, we will be adding 100 reefers to our fleet to handle growth opportunities and develop new markets. Investing in information systems CN plans to invest $500 million in technology over a five-year Investing in network safety and fluidity CN invested $1.6 billion in basic track infrastructure in 2017 to period to improve safety, improve the safety and fluidity of our network. The work efficiency and customer service. included the replacement of more than 2.2 million cross By providing our railroaders with quality data and more ties and the installation of over 600 miles of new rail, as dynamic insights into evolving customer demand, we’ll well as bridge repairs, branch line upgrades and other give them the tools they need to make more proactive general track maintenance. In 2018, CN is targeting decisions. The transformation of our data architecture a record $3.2 billion in total capital investment, up will also provide our customers with the ability to better $500 million over last year. The plan includes spending track their shipments. on capacity projects to enhance the resiliency of our network and to accommodate future growth. X I C N 2 0 1 7 A N NU A L R E P O R T X I C N 2 0 1 7 A N NU A L R E P O R T X I I C N 2 0 1 7 A N N U A L R E P O R T Investing for the Environment At CN, our goal is to conduct our operations with minimal environmental impact, while providing cleaner, more sustainable transportation services to our customers. With approximately 84% of our greenhouse gas emissions generated from rail operations, we believe the single best way we can positively impact the environment is by continuously improving our operating efficiency. CN is already the most carbon-efficient North American railroad, consuming 15% less fuel per gross ton mile than the industry average. Since 1996, our fuel efficiency has improved 37%, thanks, in part, to our strategy of continually upgrading our fleet of locomotives. Investing in People more than 1.6 million trees since 2012, making CN the largest non-forestry company tree planter in Canada. Investing in Technology CN has committed to purchasing 200 new fuel- efficient locomotives over the next three years. These high-horsepower engines are equipped with advanced technologies to maximize sustainability. These include Our train crews and rail traffic controllers are Trip Optimizer™, an energy management system that continuously being trained on best practices for fuel processes real-time information on train characteristics, conservation, including locomotive shutdowns in our performance and terrain, and continuously computes yards, streamlined railcar handling as well as train the most efficient way to handle the train. Our new pacing, coasting and braking strategies. Over the locomotives will also be equipped with Distributed past two years, we decreased train idling by 14%. Power, which allows a locomotive to be placed Investing in Programs Through our various EcoConnexions programs, we have been engaging our employees, communities and customers to help us make a difference and achieve our environmental goals of reducing emissions, conserving energy and increasing biodiversity. Since our employee program was launched in 2011, we have reduced our energy consumption at key yards and facilities by 22% and saved 65,000 tonnes of CO2. Our reduce-reuse-recycle programs have diverted over 90,000 tonnes of operational waste from landfill. In addition, through our EcoConnexions From the Ground Up and reforestation programs, and our EcoConnexions Partnership program, we have planted anywhere along a freight train and be remotely controlled from the lead locomotive, to improve train handling and fuel utilization. Many of our locomotives are also equipped with wireless telemetry systems that collect data to drive improved locomotive and train performance, including fuel conservation. Our Horsepower Tonnage Analyzer uses the data to optimize a locomotive’s horsepower-to-tonnage ratio. Our significant investments in innovative fuel- efficient technologies and data analytics capabilities are paying off. Between 2008 and 2016, fuel efficiency gains have translated into more than 4 million tonnes of carbon saved. Preserving Ecosystems We are committed to proactively protecting the rich and diverse ecosystems through which we operate. We have a broad range of programs to protect endangered species in proximity of our projects, including the turtle habitat at Carroll’s Bay Point Marsh in Hamilton Harbour, ON, and bighorn sheep in Alberta’s Jasper National Park. X I I I C N 2 0 1 7 A N NU A L R E P O R T Corporate Governance CN is committed to being a responsible corporate citizen. be reported, CN has adopted several methods for employees and third parties to anonymously report accounting, auditing and other concerns. We are proud of our corporate governance practices. In 2017, CN was recognized in the Globe and Mail’s annual review of corporate governance practices in Canada, where CN ranked first in the industrials group and in the top five of publicly traded Canadian companies. In 2016, we received the Best Overall Corporate Governance Award for publicly traded Canadian companies from Governance Professionals of Canada. CN is committed to inclusion, not only in principle, but also in practice. CN believes that a diverse board benefits from a broader range of At CN, sound corporate citizenship touches nearly every aspect of what we do, from governance and business ethics to diversity and sustainability. Central to this comprehensive approach is our strong belief that perspectives and relevant experience. In 2015, good corporate citizenship is simply good business. the Board approved a Diversity Policy (available CN has always recognized the importance of on our website) that considers gender, age and good governance. As a Canadian reporting issuer ethnicity when recommending director nominees. with securities listed on the Toronto Stock Exchange The Board also adopted a target of having at least (TSX) and the New York Stock Exchange (NYSE), one-third representation by women by the end our corporate governance practices comply with the of 2017. We are pleased to report that, currently, highest standards and rules adopted by the Canadian five of our directors are women, which exceeds Securities Administrators, applicable provisions of the our commitments to the Catalyst Accord and the U.S. Sarbanes-Oxley Act of 2002 and related rules of Canadian chapter of the 30% Club. the U.S. Securities and Exchange Commission. We We understand that our long-term success is are exempted from complying with many of the connected to our contribution to a sustainable future. NYSE corporate governance rules, provided that we That is why we are committed to enhancing the safety comply with Canadian governance requirements. of our employees, the public and the environment; Except as summarized on our website at building stronger communities; and providing a great www.cn.ca/delivering-responsibly/governance, place to work. CN’s sustainability practices have earned our governance practices comply with the NYSE it a place among the world’s best for several years corporate governance rules in all significant respects. running. For example, CN is consistently listed on the Consistent with the belief that ethical conduct goes Dow Jones Sustainability World and North American beyond compliance and resides in a solid governance indices as well as CDP’s exclusive Climate A List. culture, we publish and enforce CN’s Corporate Our sustainability activities and the accolades Governance Manual and Code of Business Conduct. we have received are outlined in our Delivering Because it is important that any potential wrongdoings Responsibly report on www.cn.ca. X I V C N 2 0 1 7 A N NU A L R E P O R T Board of Directors As at March 6, 2018 Robert Pace, D.Comm., C.m. Chair of the Board Canadian National Railway Company President and Chief Executive Officer The Pace Group Committees: 3, 4*, 5, 7 Shauneen Bruder Executive Vice-President, Operations Royal Bank of Canada Committees: 2, 4, 6, 7, 8 Donald J. Carty, o.C., LL.D. Retired Chairman and Chief Executive Officer American Airlines Committees: 1*, 3, 5, 6, 7 Ambassador Gordon D. Giffin Partner Dentons US LLP Committees: 4, 6*, 7, 8 Julie Godin Vice-Chair of the Board and Executive Vice-President, Chief Planning and Administrative Officer CGI Group Inc. Committees: 2, 3, 5, 6, 7 Edith E. Holiday Former General Counsel, United States Treasury Department and Secretary of the Cabinet The White House Committees: 1, 2, 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, 2, 3, 5*, 7 The Honourable Denis Losier, P.C., LL.D., C.m. Retired President and Chief Executive Officer Assumption Life Committees: 3*, 4, 6, 7, 8 The Honourable Kevin G. Lynch, P.C., o.C., Ph.D., LL.D. Vice-Chair BMO Financial Group Committees: 2*, 3, 6, 7, 8 James E. O’Connor Retired Chairman and Chief Executive Officer Republic Services, Inc. Committees: 1, 2, 5, 6, 7* Robert L. Phillips President R.L. Phillips Investments Inc. Committees: 1, 3, 5, 6, 7 Laura Stein Executive Vice-President – General Counsel & Corporate Affairs The Clorox Company Committees: 1, 2, 5, 6, 7 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 Pension and Investment * denotes chair or interim chair of the committee Chair of the Board and Select Senior Officers of the Company As at March 6, 2018 Robert Pace Chair of the Board Jean-Jacques Ruest Interim President and Chief Executive Officer, and Executive Vice-President and Chief Marketing Officer Mike Cory Executive Vice-President and Chief Operating Officer Matthew Barker Senior Vice-President Network Operations and Planning Paul Butcher Vice-President Investor Relations Sean Finn Executive Vice-President Corporate Services and Chief Legal Officer Ghislain Houle Executive Vice-President and Chief Financial Officer Scott Daniels Senior Vice-President Strategy and Innovation Serge Leduc Senior Vice-President Chief Information and Technology Officer John Orr Senior Vice-President Southern Region Janet Drysdale Vice-President Corporate Development and Sustainability Michael Farkouh Vice-President Eastern Region X V C N 2 0 1 7 A N NU A L R E P O R T Kimberly A. Madigan Vice-President Human Resources Doug Ryhorchuk Vice-President Western Region Marlene Puffer President and Chief Executive Officer CN Investment Division Shareholder and Investor Information Annual meeting Shareholder services The annual meeting of shareholders will be held at Shareholders having inquiries concerning their 10:00 a.m. EDT on April 24, 2018 at: shares, wishing to obtain information about CN, The Omni King Edward Hotel 37 King Street East Toronto, Ontario, 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 It is also available on CN’s website. 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, 8th 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. Transfer agent and registrar Ticker symbols: 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 43078, Providence, RI 02940-3078 Telephone: 1-800-962-4284 CNR (Toronto Stock Exchange) CNI (New York Stock Exchange) Investor relations Paul Butcher 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 X V I C N 2 0 1 7 A N NU A L R E P O R T Selected Railroad Statistics – unaudited Financial Key financial performance indicators Total revenues ($ millions) Rail freight revenues ($ millions) Operating income ($ millions) Net income ($ millions) Diluted earnings per share ($) Adjusted diluted earnings per share ($) (1) Free cash flow ($ millions) (2) Gross property additions ($ millions) Share repurchases ($ millions) Dividends per share ($) Financial position Total assets ($ millions) Total liabilities ($ millions) Shareholders' equity ($ millions) Financial ratios Operating ratio (%) Adjusted debt-to-adjusted EBITDA (times) (3) Operations (4) Statistical operating data Gross ton miles (GTMs) (millions) Revenue ton miles (RTMs) (millions) Carloads (thousands) Route miles (includes Canada and the U.S.) Employees (end of year) Employees (average for the year) Key operating measures Rail freight revenue per RTM (cents) Rail freight revenue per carload ($) GTMs per average number of employees (thousands) Operating expenses per GTM (cents) Labor and fringe benefits expense per GTM (cents) Diesel fuel consumed (US gallons in millions) Average fuel price ($/US gallon) GTMs per US gallon of fuel consumed Terminal dwell (hours) Train velocity (miles per hour) Safety indicators (5) Injury frequency rate (per 200,000 person hours) Accident rate (per million train miles) 2017 2016 2015 13,041 12,293 5,558 5,484 7.24 4.99 2,778 2,703 2,000 1.65 37,629 20,973 16,656 57.4 1.65 469,200 237,098 5,737 19,500 23,945 23,074 5.18 2,143 20,335 1.59 0.47 441.4 2.74 1,063 16.2 25.3 1.83 1.83 12,037 11,326 5,312 3,640 4.67 4.59 2,520 2,752 2,000 1.50 37,057 22,216 14,841 55.9 1.75 423,426 214,327 5,205 19,600 22,249 22,322 5.28 2,176 18,969 1.59 0.50 398.9 2.34 1,061 14.0 27.3 1.70 1.42 12,611 11,905 5,266 3,538 4.39 4.44 2,373 2,706 1,750 1.25 36,402 21,452 14,950 58.2 1.71 442,084 224,710 5,485 19,600 23,066 24,406 5.30 2,170 18,114 1.66 0.54 425.0 2.68 1,040 15.0 26.3 1.63 2.06 (1) See the section entitled Adjusted performance measures in the MD&A for an explanation of this non-GAAP measure. (2) See the section entitled Liquidity and capital resources - Free cash flow in the MD&A for an explanation of this non-GAAP measure. (3) See the section entitled Liquidity and capital resources - Adjusted debt-to-adjusted EBITDA multiple in the MD&A for an explanation of this non-GAAP measure. (4) Statistical operating data, key operating measures and safety indicators are unaudited and based on estimated data available at such time and are subject to change as more complete information becomes available. Definitions of these indicators are provided on our website, www.cn.ca/glossary. (5) Based on Federal Railroad Administration (FRA) reporting criteria. CN | 2017 Annual Report 1 3 3 3 7 8 8 8 8 9 9 10 15 16 17 22 22 23 24 31 31 31 33 35 44 53 Management’s Discussion and Analysis Contents Business profile Corporate organization Strategy overview Forward-looking statements Financial outlook Financial highlights 2017 compared to 2016 Non-GAAP measures Adjusted performance measures Constant currency Revenues Operating expenses Other income and expenses 2016 compared to 2015 Summary of quarterly financial data Summary of fourth quarter 2017 Financial position Liquidity and capital resources Off balance sheet arrangements Outstanding share data Financial instruments Recent accounting pronouncements Critical accounting estimates Business risks Controls and procedures 2 CN | 2017 Annual Report Management’s Discussion and Analysis This Management’s Discussion and Analysis (MD&A) dated January 31, 2018, relates to the consolidated financial position and results of operations of Canadian National Railway Company, together with its wholly-owned subsidiaries, collectively “CN” or the “Company,” and should be read in conjunction with the Company’s 2017 Annual Consolidated Financial Statements and Notes thereto. All financial information reflected herein is expressed in Canadian dollars and prepared in accordance with United States generally accepted accounting principles (GAAP), unless otherwise noted. CN’s common shares are listed on the Toronto and New York stock exchanges. Additional information about CN filed with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (SEC), including the Company’s 2017 Annual Information Form and Form 40-F, may be found online on SEDAR at www.sedar.com, on the SEC’s website at www.sec.gov through EDGAR, and on the Company’s website at www.cn.ca in the Investors section. Printed copies of such documents may be obtained by contacting CN’s Corporate Secretary’s Office. Business profile CN is engaged in the rail and related transportation business. CN’s network of approximately 20,000 route miles of track spans Canada and mid-America, uniquely connecting three coasts: the Atlantic, the Pacific and the Gulf of Mexico. CN’s extensive network and efficient connections to all Class I railroads provide CN customers access to Canada, the United States (U.S.) and Mexico. A true backbone of the economy, CN handles over $250 billion worth of goods annually and carries over 300 million tons of cargo, serving exporters, importers, retailers, farmers and manufacturers. CN’s freight revenues are derived from seven commodity groups representing a diversified and balanced portfolio of goods transported between a wide range of origins and destinations. This product and geographic diversity better positions the Company to face economic fluctuations and enhances its potential for growth opportunities. For the year ended December 31, 2017, no individual commodity group accounted for more than 25% of total revenues. From a geographic standpoint, 16% of revenues relate to U.S. domestic traffic, 33% transborder traffic, 17% Canadian domestic traffic and 34% overseas traffic. The Company is the originating carrier for over 85%, and the originating and terminating carrier for over 65%, of traffic moving along its network, which allows it both to capitalize on service advantages and build on opportunities to efficiently use assets. Corporate organization The Company manages its rail operations in Canada and the U.S. as one business segment. Financial information reported at this level, such as revenues, operating income and cash flow from operations, is used by the Company’s corporate management in evaluating financial and operational performance and allocating resources across CN’s network. The Company’s strategic initiatives are developed and managed centrally by corporate management and are communicated to its regional activity centers (the Western Region, Eastern Region and Southern Region), whose role is to manage the day-to-day service requirements of their respective territories, control direct costs incurred locally, and execute the strategy and operating plan established by corporate management. See Note 18 – Segmented information to the Company’s 2017 Annual Consolidated Financial Statements for additional information on the Company’s corporate organization, as well as selected financial information by geographic area. Strategy overview CN’s business strategy is anchored on the continuous pursuit of Operational and Service Excellence, an unwavering commitment to safety and sustainability, and the development of a solid team of motivated and competent railroaders. CN’s goal is to deliver valuable transportation services for its customers and to grow the business at low incremental cost. A clear strategic agenda, driven by a commitment to innovation, productivity, supply-chain collaboration, running trains safely, and minimizing environmental impact, drives the Company’s efforts to create value for customers. CN thereby creates value for its shareholders by striving for sustainable financial performance through profitable top-line growth, adequate free cash flow and return on invested capital. CN is also focused on returning value to shareholders through dividend payments and share repurchases. CN’s success and long-term economic viability depend on the presence of a supportive regulatory and policy environment that drives investment and innovation. CN’s success also depends on a stream of capital investments that supports its business strategy. These investments cover a wide range of areas, from track infrastructure and rolling stock, to information and operating technologies, and other equipment and assets that improve the safety, efficiency and reliability of CN’s service offering. Investments in track infrastructure enhance the productivity and integrity of the plant, and increase the capacity and the fluidity of the network. The acquisition of new locomotives and CN | 2017 Annual Report 3 Management’s Discussion and Analysis railcars generates several key benefits. New locomotives increase capacity, fuel productivity and efficiency, and improve the reliability of service. Locomotives equipped with distributed power allow for greater productivity of trains, particularly in cold weather, while improving train handling and safety. Targeted railcar acquisitions aim to tap growth opportunities, complementing the fleet of privately owned railcars that traverse CN’s network. CN’s strategic investments in information technology provide access to timely and accurate information which supports CN’s ongoing efforts to drive innovation and efficiency in service, cost control, asset utilization, and safety and employee engagement. Balancing “Operational and Service Excellence” The basic driver of the Company’s business is demand for reliable, efficient, and cost effective transportation for customers. As such, the Company’s focus is the pursuit of Operational and Service Excellence: striving to operate safely and efficiently while providing a high level of service to customers. For many years, CN has operated with a mindset that drives cost efficiency and asset utilization. That mindset flows naturally from CN’s Precision Railroading model, which focuses on improving every process that affects delivery of customers’ goods. It is a highly disciplined process whereby CN handles individual rail shipments according to a specific trip plan and manages all aspects of railroad operations to meet customer commitments efficiently and profitably. This calls for the relentless measurement of results and the use of such results to generate further execution improvements in the service provided to customers. The Company’s continuous search for efficiency is best captured in its performance according to key operating metrics such as car velocity, train speed, and yard and locomotive productivity. All are at the center of a highly productive and fluid railroad operation, requiring daily engagement in the field. The Company works hard to run more efficient trains, reduce dwell times at terminals and improve overall network velocity. With CN’s business model, fewer railcars and locomotives are needed to ship the same amount of freight in a tight, reliable and efficient operation. The railroad is run based on a disciplined operating methodology, executing with a sense of urgency and accountability. This philosophy is a key contributor to CN’s operating ratio, earnings growth and return on invested capital. CN understands the importance of balancing its drive for productivity with efforts to enhance customer service. The Company’s efforts to deliver Operational and Service Excellence are anchored on an end-to-end supply chain mindset, working closely with customers and supply chain partners, as well as involving all relevant areas of the Company in the process. By fostering better end-to-end service performance and encouraging all supply-chain players to continuously improve daily engagement, information sharing, problem solving, and execution, CN aims to help customers achieve greater competitiveness in their own markets. Supply chain collaboration agreements with ports, terminal operators and customers leverage key performance metrics that drive efficiencies across the entire supply chain. The Company is strengthening its commitment to Operational and Service Excellence through a wide range of innovations anchored on its continuous improvement philosophy. CN is building on its industry leadership in terms of fast and reliable hub-to-hub service by continuing to improve across the range of customer touch points. The Company’s major push in first-mile/last-mile service is all about improving the quality of customer interactions – developing a sharper outside-in perspective; better monitoring of traffic forecasts; higher and more responsive car order fulfillment; and proactive customer communication at the local level. CN’s broad-based service innovations benefit customers and support the Company’s goal to drive top-line growth. CN understands the importance of being the best operator in the business, and being the best service innovator as well. Delivering safely and responsibly CN is committed to the safety of its employees, the communities in which it operates and the environment. Safety consciousness permeates every aspect of CN’s operations. The Company’s long-term safety improvement is driven by continued significant investments in infrastructure, rigorous safety processes and a focus on employee training and safety awareness. CN continues to strengthen its safety culture by investing significantly in training, coaching, recognition and employee involvement initiatives. CN’s Safety Management Plan is the framework for putting safety at the center of its day-to-day operations. This proactive plan is designed to minimize risk, drive continuous improvement in the reduction of injuries and accidents, and engage employees at all levels of the organization. CN believes that the rail industry can enhance safety by working more closely with communities. Under CN’s structured Community Engagement program, the Company engages with municipal officers and their emergency responders in an effort to assist them in their emergency response planning. In many cases, this outreach includes face-to-face meetings, during which CN discusses its comprehensive safety programs; its safety performance; the nature, volume and economic importance of dangerous commodities it transports through their communities; a review of emergency response planning; and arranging for training sessions for emergency responders. The outreach builds on CN’s involvement in the Transportation Community Awareness and Emergency Response (TRANSCAER®), through which the Company has been working for many years to help communities in Canada and the U.S. understand the movement of hazardous materials and what is required in the event of transportation incidents. 4 CN | 2017 Annual Report Management’s Discussion and Analysis CN has been deepening its commitment to a sustainable operation for many years, and has made sustainability an integral part of its business strategy. The best way in which CN can positively impact the environment is by continuously improving the efficiency of its operations, and reducing its carbon footprint. As part of the Company’s comprehensive sustainability action plan and to comply with CN’s environmental policy, the Company engages in a number of initiatives, including the use of fuel-efficient locomotives and trucks that reduce greenhouse gas emissions; increasing operational and building efficiencies; investing in energy-efficient data centers and recycling programs for information technology systems; reducing, recycling and reusing waste and scrap at its facilities and on its network; engaging in modal shift agreements that favor low emission transport services; and participating in the Carbon Disclosure Project (CDP) to gain a more comprehensive view of its carbon footprint. The Company combines its expert resources, environmental management procedures, training and audits for employees and contractors, and emergency preparedness response activities to help ensure that it conducts its operations and activities while protecting the natural environment. The Company’s environmental activities include monitoring CN’s environmental performance in Canada and the U.S. (ensuring compliance), identifying environmental issues inside the Company, and managing them in accordance with CN’s environmental policy, which is overseen by the Environment, Safety and Security Committee of the Board of Directors. Certain risk mitigation strategies, such as periodic audits, employee training programs and emergency plans and procedures, are in place to minimize the environmental risks to the Company. The Company’s CDP Report, CN’s Sustainability Report entitled “Delivering Responsibly” and the Company’s Corporate Governance Manual, which outlines the role and responsibilities of the Environment, Safety and Security Committee of the Board of Directors, are available on CN’s website in the Delivering Responsibly section. Building a solid team of railroaders CN’s ability to develop the best railroaders in the industry has been a key contributor to the Company’s success. CN recognizes that without the right people – no matter how good a service plan or business model a company may have – it will not be able to fully execute. This is why the Company is focused on hiring the right people, onboarding them successfully, helping them build positive relationships with their colleagues, and helping all employees to grow and develop. As part of its strategy to build a solid team of railroaders, the Company leverages its state-of-the-art training facilities in preparing employees to be highly skilled, safety conscious and confident in their work environment. Curricula for technical training and leadership development has been designed to meet the learning needs of CN’s railroaders – both current and future. These programs and initiatives provide a solid platform for the assessment and development of the Company’s talent pool, and are tightly integrated with the Company’s business strategy. Progress made in developing current and future leaders through the Company’s leadership development programs is reviewed by the Human Resources and Compensation Committee of the Board of Directors. 2017 Highlights Top-line growth In 2017, CN added more than $1 billion in top-line growth with revenues up 8% and volumes up 11% in terms of revenue ton miles (RTMs), compared to the prior year. The Company’s top-line growth resulted from strong volumes across almost all of its commodity groups. To accommodate higher volumes and new growth opportunities, the Company increased its capital budget during the year and hired more employees across its network. Financial highlights  CN attained record revenues and operating income, as well as record reported and adjusted net income and earnings per share in 2017. (1)  Net income increased by $1,844 million, or 51%, to $5,484 million, and diluted earnings per share increased by 55% to $7.24, in 2017 compared to the prior year.  Adjusted net income increased by $197 million, or 6%, to $3,778 million, and adjusted diluted earnings per share increased by 9% to $4.99, in 2017 compared to the prior year. (1)  Operating income increased by $246 million, or 5%, to $5,558 million in 2017.  Operating ratio of 57.4%, an increase of 1.5 points over 2016.  Revenues increased by $1,004 million, or 8%, to $13,041 million in 2017, compared to the prior year.  Operating expenses increased by $758 million, or 11%, to $7,483 million in 2017.  The Company generated record free cash flow of $2,778 million, a 10% increase over 2016. (2) (1) See the section of this MD&A entitled Adjusted performance measures for an explanation of these non-GAAP measures. (2) See the section of this MD&A entitled Liquidity and capital resources – Free cash flow for an explanation of this non-GAAP measure. CN | 2017 Annual Report 5 Management’s Discussion and Analysis Reinvestment in the business CN spent $2.7 billion in its capital program, with $1.6 billion invested to maintain the safety and integrity of the network, particularly track infrastructure. Spending also included $0.4 billion on strategic initiatives to increase capacity and support growth opportunities, including line capacity upgrades and information technology initiatives, $0.4 billion on implementation of Positive Train Control (PTC), the safety technology mandated by the U.S. Congress, and $0.3 billion on equipment capital expenditures, including the acquisition of 34 new high- horsepower locomotives. Shareholder returns The Company repurchased 20.4 million of its common shares during the year, returning $2.0 billion to its shareholders. CN also increased its quarterly dividend per share by 10% to $0.4125 from $0.3750 in 2016, effective for the first quarter of 2017, and paid $1.2 billion in dividends in 2017. Sustainability The Company’s sustainability practices once again earned it a place on the Dow Jones Sustainability World and North American Indices as well as a position on the Climate A List by CDP in 2017. U.S. Tax Cuts and Job Act On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“U.S. Tax Reform”). The U.S. Tax Reform reduces the U.S. federal corporate income tax rate from 35% to 21%, effective as of January 1, 2018. The U.S. Tax Reform also allows for immediate capital expensing of new investments in certain qualified depreciable assets made after September 27, 2017, which will be phased down starting in year 2023. As a result of the U.S. Tax Reform, the Company’s net deferred income tax liability decreased by $1,764 million. The U.S. Tax Reform introduces other important changes to U.S. corporate income tax laws that may significantly affect CN in future years including, the creation of a new Base Erosion Anti-abuse Tax (BEAT) that subjects certain payments from U.S. corporations to foreign related parties to additional taxes, and limitations to the deduction for net interest expense incurred by U.S. corporations. Future regulations and interpretations to be issued by U.S. authorities may also impact the Company’s estimates and assumptions used in calculating its income tax provisions. 2018 Business outlook and assumptions The Company expects growth across a range of commodities, particularly in intermodal traffic, frac sand, Canadian petroleum coke and coal exports, Canadian grain, refined petroleum products, and lumber and panels. The Company expects lower volumes of crude oil and potash. Underpinning the 2018 business outlook, the Company assumes that North American industrial production will increase in the range of two to three percent. For the 2017/2018 crop year, the grain crops in both Canada and the U.S. were above their respective three-year averages. The Company assumes that the 2018/2019 grain crops in both Canada and the U.S. will be in line with their respective three-year averages. Future value creation Reinvestment in the business In 2018, CN plans to invest approximately $3.2 billion in its capital program, of which $1.6 billion is targeted toward track and railway infrastructure maintenance to support safe and efficient operations. A further $0.8 billion is expected to be spent on initiatives to increase capacity and enable growth, such as track infrastructure expansion; investments in yards and intermodal terminals; and on information technology to improve safety performance, operational efficiency and customer service. The Company plans to invest $0.4 billion to advance the implementation of PTC along parts of its network. CN’s equipment capital expenditures are targeted to reach $0.4 billion in 2018, allowing the Company to tap growth opportunities and improve the quality of the fleet, and in order to handle expected traffic increase and improve operational efficiency, CN expects to take delivery of 60 new high-horsepower locomotives. Including the 2018 planned acquisition, CN expects to acquire 200 new locomotives over the next three years to accommodate future growth opportunities and drive operational efficiency across its system. Shareholder returns On October 22, 2017, the Company’s Board of Directors approved a new Normal Course Issuer Bid that allows for the repurchase of up to 31.0 million common shares between October 30, 2017 and October 29, 2018. In addition, on January 23, 2018, the Company’s Board of Directors approved an increase of 10% to the quarterly dividend to common shareholders, from $0.4125 per share in 2017 to $0.4550 per share in 2018, effective for the first quarter. 6 CN | 2017 Annual Report Management’s Discussion and Analysis The forward-looking statements discussed in this section are subject to risks and uncertainties that could cause actual results or performance to differ materially from those expressed or implied in such statements and are based on certain factors and assumptions which the Company considers reasonable, about events, developments, prospects and opportunities that may not materialize or that may be offset entirely or partially by other events and developments. In addition to the assumptions and expectations discussed in this section, reference should be made to the section of this MD&A entitled Forward-looking statements for assumptions and risk factors affecting such statements. Forward-looking statements Certain statements 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. 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. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets” or other similar words. Forward-looking statements include, but are not limited to, those set forth in the table below, which also presents key assumptions used in determining the forward-looking statements. See also the section of this MD&A entitled Strategy overview - 2018 Business outlook and assumptions. Forward-looking statements Key assumptions Statements relating to revenue growth opportunities, including those referring to general economic and business conditions  North American and global economic growth  Long-term growth opportunities being less affected by current economic conditions Statements relating to the Company’s ability to meet debt repayments and future obligations in the foreseeable future, including income tax payments, and capital spending Statements relating to pension contributions Investment-grade credit ratings  North American and global economic growth  Adequate credit ratios   Access to capital markets  Adequate cash generated from operations and other sources of financing  Reasonable interpretations of existing or future tax laws and regulations  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 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 to be materially different from the outlook or any future results or performance implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking 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; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the U.S., including its Annual Information Form and Form 40-F. See the section entitled Business risks of this MD&A for a description of major risk factors. Forward-looking statements reflect information as of the date on which they are made. 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 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. CN | 2017 Annual Report 7 Management’s Discussion and Analysis Financial outlook During the year, the Company issued and updated its 2017 financial outlook. The 2017 actual results were in line with the Company’s last 2017 financial outlook that was issued on October 24, 2017. Financial highlights In millions, except percentage and per share data 2017 2016 2015 2017 vs 2016 2016 vs 2015 Change Favorable/(Unfavorable) Revenues Operating income Net income Adjusted net income (1) Basic earnings per share Adjusted basic earnings per share (1) Diluted earnings per share Adjusted diluted earnings per share (1) Dividends declared per share Total assets Total long-term liabilities Operating ratio Free cash flow (2) $ $ $ $ $ $ $ $ $ $ $ 13,041 5,558 5,484 3,778 7.28 5.02 7.24 4.99 1.65 37,629 16,990 $ $ $ $ $ $ $ $ $ $ $ 12,037 5,312 3,640 3,581 4.69 4.61 4.67 4.59 1.50 37,057 19,208 $ $ $ $ $ $ $ $ $ $ $ 12,611 5,266 3,538 3,580 4.42 4.47 4.39 4.44 1.25 36,402 18,454 8% 5% 51% 6% 55% 9% 55% 9% 10% 2% 12% (5%) 1% 3% - 6% 3% 6% 3% 20% 2% (4%) 57.4% 55.9% 58.2% (1.5)-pts 2.3-pts $ 2,778 $ 2,520 $ 2,373 10% 6% (1) (2) See the section of this MD&A entitled Adjusted performance measures for an explanation of this non-GAAP measure. See the section of this MD&A entitled Liquidity and capital resources – Free cash flow for an explanation of this non-GAAP measure. 2017 compared to 2016 Net income for the year ended December 31, 2017 was $5,484 million, an increase of $1,844 million, or 51%, when compared to 2016, and diluted earnings per share increased by 55% to $7.24. The increase was primarily due to a deferred income tax recovery of $1,764 million ($2.33 per diluted share) resulting from the enactment of the U.S. Tax Reform and the impact of higher volumes. Operating income for the year ended December 31, 2017 increased by $246 million, or 5%, to $5,558 million. The increase mainly reflects increased revenues from higher volumes, freight rate increases and higher applicable fuel surcharge rates, partly offset by higher costs from increased volumes and higher fuel prices. The operating ratio, defined as operating expenses as a percentage of revenues, was 57.4% in 2017, compared to 55.9% in 2016. Higher fuel prices had a 0.9-point impact on the increase for the year. Revenues for the year ended December 31, 2017 totaled $13,041 million compared to $12,037 million in 2016. The increase of $1,004 million, or 8%, was mainly attributable to higher volumes of traffic in overseas intermodal, frac sand, coal and petroleum coke exports, and Canadian grain; freight rate increases; and higher applicable fuel surcharge rates; partly offset by the negative translation impact of a stronger Canadian dollar. Operating expenses for the year ended December 31, 2017 amounted to $7,483 million compared to $6,725 million in 2016. The increase of $758 million, or 11%, was mainly due to higher costs from increased volumes and higher fuel prices, partly offset by the positive translation impact of a stronger Canadian dollar. Non-GAAP measures This MD&A makes reference to non-GAAP measures including adjusted performance measures, constant currency, free cash flow, and adjusted debt-to-adjusted EBITDA multiple, that do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. From management’s perspective, these non-GAAP measures are useful measures of performance and provide investors with supplementary information to assess the Company’s results of operations and liquidity. These non-GAAP measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. For further details of these non-GAAP measures, including a reconciliation to the most directly comparable GAAP financial measures, refer to the sections entitled Adjusted performance measures, Constant currency and Liquidity and capital resources. 8 CN | 2017 Annual Report Management’s Discussion and Analysis Adjusted performance measures Management believes that adjusted net income and adjusted earnings per share are useful measures of performance that can facilitate period-to-period comparisons, as they exclude items that do not necessarily arise as part of CN’s normal day-to-day operations and could distort the analysis of trends in business performance. Management uses these measures, which exclude certain income and expense items in its results that management believes are not reflective of CN’s underlying business operations, to set performance goals and as a means to measure CN’s performance. The exclusion of items in adjusted net income and adjusted earnings per share does not, however, imply that these items are necessarily non-recurring. These measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. For the year ended December 31, 2017, the Company reported adjusted net income of $3,778 million, or $4.99 per diluted share, which excludes a net deferred income tax recovery of $1,706 million ($2.25 per diluted share) consisting of the following:     in the fourth quarter, a deferred income tax recovery of $1,764 million ($2.33 per diluted share) resulting from the enactment of the U.S. Tax Reform and a deferred income tax expense of $50 million ($0.07 per diluted share) resulting from the enactment of higher provincial corporate income tax rates; in the third quarter, a deferred income tax expense of $31 million ($0.04 per diluted share) resulting from the enactment of a higher state corporate income tax rate; in the second quarter, a deferred income tax recovery of $18 million ($0.02 per diluted share) resulting from the enactment of a lower provincial corporate income tax rate; and in the first quarter, a deferred income tax recovery of $5 million ($0.01 per diluted share) resulting from the enactment of a lower provincial corporate income tax rate. For the year ended December 31, 2016, the Company reported adjusted net income of $3,581 million, or $4.59 per diluted share, which excludes a gain on disposal of track leading into Montreal’s Central Station, together with the rail fixtures (collectively the “Viaduc du Sud”), of $76 million, or $66 million after-tax ($0.09 per diluted share) in the fourth quarter, and a deferred income tax expense of $7 million ($0.01 per diluted share) in the second quarter, resulting from the enactment of a higher provincial corporate income tax rate. For the year ended December 31, 2015, the Company reported adjusted net income of $3,580 million, or $4.44 per diluted share, which excludes a deferred income tax expense of $42 million ($0.05 per diluted share) in the second quarter, resulting from the enactment of a higher provincial corporate income tax rate. The following table provides a reconciliation of net income and earnings per share, as reported for the years ended December 31, 2017, 2016 and 2015 to the adjusted performance measures presented herein: In millions, except per share data Net income as reported Adjustments: Other income Income tax expense (recovery) Adjusted net income Basic earnings per share as reported Impact of adjustments, per share Adjusted basic earnings per share Diluted earnings per share as reported Impact of adjustments, per share Adjusted diluted earnings per share Constant currency Year ended December 31, 2017 2016 2015 $ 5,484 $ 3,640 $ 3,538 - (1,706) 3,778 7.28 (2.26) 5.02 7.24 (2.25) $ $ $ $ (76) 17 3,581 4.69 (0.08) 4.61 4.67 (0.08) $ $ $ $ 4.99 $ 4.59 $ $ $ $ $ $ - 42 3,580 4.42 0.05 4.47 4.39 0.05 4.44 Financial results at constant currency allow results to be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Measures at constant currency are considered non-GAAP measures and do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. Financial results at constant currency are obtained by translating the current period results denominated in US dollars at the foreign exchange rates of the comparable period of the prior year. The average foreign exchange rates were $1.30 and $1.33 per US$1.00, for the years ended December 31, 2017 and 2016, respectively. On a constant currency basis, the Company’s net income for the year ended December 31, 2017 would have been higher by $42 million ($0.06 per diluted share). CN | 2017 Annual Report 9 Management’s Discussion and Analysis Revenues In millions, unless otherwise indicated Year ended December 31, 2017 2016 % Change % Change at constant currency Rail freight revenues Other revenues Total revenues Rail freight revenues Petroleum and chemicals Metals and minerals Forest products Coal Grain and fertilizers Intermodal Automotive Total rail freight revenues Revenue ton miles (RTMs) (millions) Rail freight revenue/RTM (cents) Carloads (thousands) Rail freight revenue/carload (dollars) $ 12,293 748 $ 11,326 711 $ 13,041 $ 12,037 $ $ 2,208 1,523 1,788 535 2,214 3,200 825 2,174 1,218 1,797 434 2,098 2,846 759 $ 12,293 $ 11,326 9% 5% 8% 2% 25% (1%) 23% 6% 12% 9% 9% 10% 6% 10% 3% 27% 1% 25% 7% 13% 10% 10% 237,098 5.18 5,737 2,143 214,327 5.28 5,205 2,176 11% 11% (1%) (2%) 10% 10% (2%) - Revenues for the year ended December 31, 2017, totaled $13,041 million compared to $12,037 million in 2016. The increase of $1,004 million, or 8%, was mainly attributable to higher volumes of traffic in overseas intermodal, frac sand, coal and petroleum coke exports, and Canadian grain; freight rate increases; and higher applicable fuel surcharge rates; partly offset by the negative translation impact of a stronger Canadian dollar. Fuel surcharge revenues increased by $189 million in 2017, as a result of higher applicable fuel surcharge rates and higher freight volumes. In 2017, RTMs, measuring the relative weight and distance of rail freight transported by the Company, increased by 11% relative to 2016. Rail freight revenue per RTM decreased by 2% in 2017 when compared to 2016, mainly driven by an increase in the average length of haul and the negative translation impact of a stronger Canadian dollar; partly offset by freight rate increases and higher applicable fuel surcharge rates. Petroleum and chemicals Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, 2017 2016 % Change % Change at constant currency $ $ 2,208 44,375 4.98 614 2,174 43,395 5.01 599 2% 2% (1%) 3% 3% 2% 1% 3% The petroleum and chemicals commodity group comprises a wide range of commodities, including chemicals and plastics, refined petroleum products, natural gas liquids, crude oil and sulfur. The primary markets for these commodities are within North America, and as such, the performance of this commodity group is closely correlated with the North American economy as well as oil and gas production. Most of the Company’s petroleum and chemicals shipments originate in the Louisiana petrochemical corridor between New Orleans and Baton Rouge; in Western Canada, a key oil and gas development area and a major center for natural gas feedstock and world-scale petrochemicals and plastics; and in eastern Canadian regional plants. For the year ended December 31, 2017, revenues for this commodity group increased by $34 million, or 2%, when compared to 2016, mainly due to higher volumes of refined petroleum products and propane; freight rate increases; and higher applicable fuel surcharge rates; partly offset by lower volumes of plastic pellets and condensate, and the negative translation impact of a stronger Canadian dollar. Revenue per RTM decreased by 1% in 2017 when compared to 2016, mainly due to the negative translation impact of a stronger Canadian dollar, partly offset by freight rate increases and higher applicable fuel surcharge rates. 10 CN | 2017 Annual Report Management’s Discussion and Analysis Percentage of commodity group revenues Chemicals and plastics Refined petroleum products Crude and condensate Sulfur Metals and minerals Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) 2017 2016 45% 36% 15% 4% 46% 33% 17% 4% Year ended December 31, 2017 2016 % Change % Change at constant currency $ 1,523 27,938 5.45 995 $ 1,218 20,233 6.02 807 25% 38% (9%) 23% 27% 38% (8%) 23% The metals and minerals commodity group consists primarily of materials related to oil and gas development, steel, iron ore, non-ferrous base metals and ores, construction materials and machinery and dimensional (large) loads. The Company provides unique rail access to base metals, iron ore and frac sand mining as well as aluminum and steel producing regions, which are among the most important in North America. This strong origin franchise, coupled with the Company’s access to port facilities and the end markets for these commodities, has made CN a leader in the transportation of metals and minerals products. The key drivers for this market segment are oil and gas development, automotive production, and non-residential construction. For the year ended December 31, 2017, revenues for this commodity group increased by $305 million, or 25%, when compared to 2016, mainly due to higher volumes of frac sand and drilling pipe resulting from increased oil and gas drilling activity along with higher frac sand usage per well; freight rate increases; and higher applicable fuel surcharge rates; partly offset by the negative translation impact of a stronger Canadian dollar. Revenue per RTM decreased by 9% in 2017 when compared to 2016, mainly due to an increase in the average length of haul from higher volumes of frac sand and the negative translation impact of a stronger Canadian dollar, partly offset by freight rate increases and higher applicable fuel surcharge rates. Percentage of commodity group revenues Energy materials Metals Minerals Iron ore Forest products Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) 2017 2016 32% 21% 29% 23% 16% 33% 27% 19% Year ended December 31, 2017 2016 % Change % Change at constant currency $ 1,788 30,510 5.86 424 $ 1,797 31,401 5.72 440 (1%) (3%) 2% (4%) 1% (3%) 4% (4%) 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 drivers for the various commodities are: for lumber and panels, housing starts and renovation activities primarily in the U.S.; for fibers (mainly wood pulp), the consumption of paper, pulpboard and tissue in North American and offshore markets; and for newsprint, advertising lineage, non-print media and overall economic conditions, primarily in the U.S. For the year ended December 31, 2017, revenues for this commodity group decreased by $9 million, or 1%, when compared to 2016, mainly due to lower volumes of a broad range of forest products and the negative translation impact of a stronger Canadian dollar, partly offset by freight rate increases and higher applicable fuel surcharge rates. CN | 2017 Annual Report 11 Management’s Discussion and Analysis Revenue per RTM increased by 2% in 2017 when compared to 2016, mainly due to freight rate increases and higher applicable fuel surcharge rates, partly offset by the negative translation impact of a stronger Canadian dollar. Percentage of commodity group revenues Lumber Pulp Paper Panels Coal Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) 2017 2016 41% 30% 17% 12% 41% 31% 16% 12% Year ended December 31, 2017 2016 % Change % Change at constant currency $ $ 535 14,539 3.68 303 434 11,032 3.93 333 23% 32% (6%) (9%) 25% 32% (5%) (9%) The coal commodity group consists of thermal grades of bituminous coal, metallurgical coal and petroleum coke. Canadian thermal and metallurgical coal are largely exported via terminals on the west coast of Canada to offshore markets. In the U.S., thermal coal is transported from mines served in southern Illinois, or from western U.S. mines via interchange with other railroads, to major utilities in the Midwest and Southeast U.S., as well as offshore markets via terminals in the Gulf of Mexico. Petroleum coke, a by-product of the oil refining process, is mainly exported to offshore markets via terminals on the west coast of Canada, while U.S. petroleum coke is focused on domestic markets. The key drivers for this market segment are weather conditions, environmental regulations, global supply and demand conditions, and for U.S. domestic coal, the price of natural gas. For the year ended December 31, 2017, revenues for this commodity group increased by $101 million, or 23%, when compared to 2016. The increase was mainly due to increased exports of U.S. thermal coal via the Gulf Coast, higher metallurgical coal exports via west coast ports following the reopening of two mines in British Columbia, and increased exports of Canadian petroleum coke due to improved market conditions; as well as freight rate increases. These factors were partly offset by reduced volumes of U.S. domestic thermal coal to U.S. Midwest utilities, mainly due to the loss of a utility customer. Revenue per RTM decreased by 6% in 2017 when compared to 2016, mainly due to a significant increase in the average length of haul, partly offset by higher volumes of Canadian metallurgical coal and freight rate increases. Percentage of commodity group revenues Canadian coal - export U.S. coal - export Petroleum coke U.S. coal - domestic Grain and fertilizers Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) 2017 2016 28% 27% 26% 19% 23% 23% 22% 32% Year ended December 31, $ $ 2017 2,214 56,123 3.94 619 2016 % Change % Change at constant currency 2,098 51,485 4.07 602 6% 9% (3%) 3% 7% 9% (2%) 3% The grain and fertilizers commodity group depends primarily on crops grown and fertilizers processed in Western Canada and the U.S. Midwest. The grain segment consists of wheat, oats, barley, peas, corn, ethanol, dried distillers grain, canola seed and canola products, soybeans and soybean products. Production of grain varies considerably from year to year, affected primarily by weather conditions, seeded and harvested acreage, the mix of grains produced and crop yields. Grain exports are sensitive to the size and quality of the crop produced, international market conditions and foreign government policy. The majority of grain produced in Western Canada and moved by CN is exported via the ports of Vancouver, Prince Rupert and Thunder Bay. These rail movements are subject to government regulation that establishes a maximum revenue entitlement that railways can earn. Although railway companies are free to set freight rates for western 12 CN | 2017 Annual Report Management’s Discussion and Analysis grain shipments, total revenue is limited based on a formula that takes into account tonnage, length of haul, and a specified price index. Shipments of grain that are exported to the U.S. are not regulated. In the U.S., grain grown in Illinois and Iowa is exported as well as transported to domestic processing facilities and feed markets. The Company also serves major producers of potash in Canada, as well as producers of ammonium nitrate, urea and other fertilizers across Canada and the U.S. The key drivers for fertilizers are input prices, demand, government policies, and international competition. For the year ended December 31, 2017, revenues for this commodity group increased by $116 million, or 6%, when compared to 2016, mainly due to higher volumes of Canadian wheat to North American and export markets, higher export volumes of Canadian canola and barley, and higher export volumes of potash driven by strong offshore demand; freight rate increases; and higher applicable fuel surcharge rates; partly offset by lower export volumes of U.S. soybeans and the negative translation impact of a stronger Canadian dollar. Revenue per RTM decreased by 3% in 2017 when compared to 2016, mainly due to an increase in the average length of haul and the negative translation impact of a stronger Canadian dollar; partly offset by freight rate increases and higher applicable fuel surcharge rates. Percentage of commodity group revenues Canadian grain - regulated U.S. grain - domestic Canadian grain - commercial Fertilizers - potash Fertilizers - other U.S. grain - exports Intermodal Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) 2017 2016 39% 20% 14% 12% 10% 5% 38% 21% 14% 11% 9% 7% Year ended December 31, 2017 2016 % Change % Change at constant currency $ 3,200 59,356 5.39 2,514 $ 2,846 53,056 5.36 2,163 12% 12% 1% 16% 13% 12% 1% 16% The intermodal commodity group includes rail and trucking services and is comprised of two segments: domestic and international. The domestic segment transports consumer products and manufactured goods, serving both retail and wholesale channels, within domestic Canada, domestic U.S., Mexico and transborder, while the international segment handles import and export container traffic, serving the major ports of Vancouver, Prince Rupert, Montreal, Halifax, New Orleans and Mobile. The domestic segment is driven by consumer markets, with growth generally tied to the economy. The international segment is driven by North American economic and trade conditions. For the year ended December 31, 2017, revenues for this commodity group increased by $354 million, or 12%, when compared to 2016, mainly due to higher international container traffic via the ports of Vancouver and Prince Rupert; and higher applicable fuel surcharge rates; partly offset by the negative translation impact of a stronger Canadian dollar. Revenue per RTM increased by 1% in 2017 when compared to 2016, mainly due to higher applicable fuel surcharge rates, partly offset by the negative translation impact of a stronger Canadian dollar. Percentage of commodity group revenues International Domestic 2017 2016 66% 34% 63% 37% CN | 2017 Annual Report 13 Management’s Discussion and Analysis Automotive Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2016 % Change % Change at constant currency $ 759 3,725 20.38 261 9% 14% (5%) 3% 10% 14% (3%) 3% 2017 825 4,257 19.38 268 The automotive commodity group moves both domestic finished vehicles and parts throughout North America, providing service to certain vehicle assembly plants in Ontario, Michigan and Mississippi. The Company also serves vehicle distribution facilities in Canada and the U.S., as well as parts production facilities in Michigan and Ontario. The Company serves shippers of finished vehicle imports via the ports of Halifax and Vancouver, and through interchange with other railroads. CN’s broad network of auto compounds is used to facilitate distribution of vehicles throughout Canada and the U.S. Midwest. The primary drivers for this market are automotive production and sales in North America, the average age of vehicles in North America, and the price of fuel. For the year ended December 31, 2017, revenues for this commodity group increased by $66 million, or 9%, when compared to 2016, mainly due to higher volumes of finished vehicle imports via the Port of Vancouver resulting from new business, and higher volumes of domestic finished vehicle traffic; higher applicable fuel surcharge rates; and freight rate increases; partly offset by the negative translation impact of a stronger Canadian dollar. Revenue per RTM decreased by 5% in 2017 when compared to 2016, mainly due to a significant increase in the average length of haul and the negative translation impact of a stronger Canadian dollar, partly offset by higher applicable fuel surcharge rates and freight rate increases. Percentage of commodity group revenues Finished vehicles Auto parts Other revenues 2017 2016 94% 6% 93% 7% Revenues (millions) $ 748 $ 711 5% 6% Year ended December 31, 2017 2016 % Change % Change at constant currency Other revenues are largely derived from non-rail services that support CN’s rail business including vessels and docks, warehousing and distribution, automotive logistic services, freight forwarding and transportation management; as well as other revenues including commuter train revenues. For the year ended December 31, 2017, Other revenues increased by $37 million, or 5%, when compared to 2016, mainly due to higher revenues from vessels and docks and automotive logistic services, partly offset by the negative translation impact of a stronger Canadian dollar. Percentage of other revenues Vessels and docks Other non-rail services Other revenues 14 CN | 2017 Annual Report 2017 2016 50% 40% 10% 50% 39% 11% Management’s Discussion and Analysis Operating expenses Operating expenses for the year ended December 31, 2017, amounted to $7,483 million compared to $6,725 million in 2016. The increase of $758 million, or 11%, was mainly due to higher costs from increased volumes and higher fuel prices, partly offset by the positive translation impact of a stronger Canadian dollar. In millions Labor and fringe benefits Purchased services and material Fuel Depreciation and amortization Equipment rents Casualty and other Total operating expenses Labor and fringe benefits Year ended December 31, 2017 2016 % Change % Change at constant currency $ 2,221 $ 1,769 1,362 1,281 418 432 2,119 1,592 1,051 1,225 375 363 $ 7,483 $ 6,725 (5%) (11%) (30%) (5%) (11%) (19%) (11%) (6%) (12%) (32%) (5%) (14%) (21%) (13%) Labor and fringe benefits expense includes wages, payroll taxes, and employee benefits such as incentive compensation, including stock- based compensation; health and welfare; and pension and other postretirement benefits. Certain incentive and stock-based compensation plans are based on financial and market performance targets and the related expense is recorded in relation to the attainment of such targets. Labor and fringe benefits expense increased by $102 million, or 5%, in 2017 when compared to 2016. The increase was primarily due to higher headcount and overtime costs due to increased volumes of traffic, general wage increases, increased U.S. health and welfare rates and higher incentive-based compensation, partly offset by a lower pension expense and the positive translation impact of a stronger Canadian dollar. Purchased services and material Purchased services and material expense primarily includes the cost of services purchased from outside contractors; materials used in the maintenance of the Company’s track, facilities and equipment; transportation and lodging for train crew employees; utility costs; and the net costs of operating facilities jointly used by the Company and other railroads. Purchased services and material expense increased by $177 million, or 11%, in 2017 when compared to 2016. The increase was mainly due to higher costs of services purchased from outside contractors and higher materials and repairs and maintenance costs resulting from increased volumes of traffic, partly offset by the positive translation impact of a stronger Canadian dollar. Fuel Fuel expense includes fuel consumed by assets, including locomotives, vessels, vehicles and other equipment as well as federal, provincial and state fuel taxes. Fuel expense increased by $311 million, or 30%, in 2017 when compared to 2016. The increase was primarily due to higher fuel prices and increased volumes of traffic, partly offset by the positive translation impact of a stronger Canadian dollar. Depreciation and amortization Depreciation expense is affected by capital additions, railroad property retirements from disposal, sale and/or abandonment and other adjustments including asset impairments. Depreciation and amortization expense increased by $56 million, or 5%, in 2017 when compared to 2016. The increase was mainly due to net capital additions, partly offset by the positive translation impact of a stronger Canadian dollar. Equipment rents Equipment rents expense includes rental expense for the use of freight cars owned by other railroads (car hire) or private companies and for the short- or long-term lease of freight cars, locomotives and intermodal equipment, net of rental income from other railroads for the use of the Company’s cars (car hire) and locomotives. Equipment rents expense increased by $43 million, or 11%, in 2017 when compared to 2016. The increase was primarily due to higher car hire expense resulting from increased volumes of traffic, partly offset by lower car and equipment lease expense and the positive translation impact of a stronger Canadian dollar. CN | 2017 Annual Report 15 Management’s Discussion and Analysis Casualty and other Casualty and other expense includes expenses for personal injuries, environmental, freight and property damage, insurance, bad debt, operating taxes, and travel expenses. Casualty and other expense increased by $69 million, or 19%, in 2017 when compared to 2016. The increase was mainly due to higher legal and personal injury expenses, incident costs and worker’s compensation expense, partly offset by lower bad debt expense and the positive translation impact of a stronger Canadian dollar. Other income and expenses Interest expense In 2017, interest expense was $481 million compared to $480 million in 2016. The increase was mainly due to a higher average level of debt, partly offset by the positive translation impact of a stronger Canadian dollar. Other income In 2017, the Company recorded other income of $12 million compared to $95 million in 2016. Included in Other income for 2016 was a gain on disposal of the Viaduc du Sud of $76 million. Income tax recovery (expense) The Company recorded an income tax recovery of $395 million for the year ended December 31, 2017, compared to an income tax expense of $1,287 million in 2016. Included in the 2017 figure was a net deferred income tax recovery of $1,706 million consisting of a deferred income tax recovery of $1,764 million recorded in the fourth quarter, resulting from the enactment of the U.S. Tax Reform, deferred income tax expenses of $50 million recorded in the fourth quarter and $31 million recorded in the third quarter, resulting from the enactment of higher provincial corporate income tax rates and a higher state corporate income tax rate, respectively, and deferred income tax recoveries of $18 million recorded in the second quarter and $5 million recorded in the first quarter, both resulting from the enactment of lower provincial corporate income tax rates. Included in the 2016 figure was a deferred income tax expense of $7 million recorded in the second quarter, resulting from the enactment of a higher provincial corporate income tax rate. The effective tax rate for 2017 was (7.8%) compared to 26.1% in 2016. Excluding the aforementioned deferred income tax recoveries and expenses, the effective tax rate for 2017 was 25.8% compared to 26.0% in 2016. The variance in the effective tax rate was mainly attributable to a lower proportion of the Company’s pre-tax income being earned in higher tax rate jurisdictions, and the impact of a higher excess tax benefit resulting from the settlement of equity settled awards in 2017 compared to 2016. For 2018, the Company anticipates the estimated annual effective tax rate to be approximately 25.0%. The anticipated decrease is attributable to the enactment of the U.S. Tax Reform. Any future regulations and interpretations issued by U.S. authorities could further impact the Company’s estimated annual effective tax rate. Please refer to the section of this MD&A entitled Strategy overview – 2017 Highlights – U.S. Tax Cuts and Jobs Act for additional information about the U.S. Tax Reform. 16 CN | 2017 Annual Report Management’s Discussion and Analysis 2016 compared to 2015 Net income for the year ended December 31, 2016 was $3,640 million, an increase of $102 million, or 3%, when compared to 2015, with diluted earnings per share rising 6% to $4.67. Operating income for the year ended December 31, 2016 increased by $46 million, to $5,312 million. The operating ratio, defined as operating expenses as a percentage of revenues, was 55.9% in 2016, compared to 58.2% in 2015, a 2.3-point improvement. Revenues for the year ended December 31, 2016, totaled $12,037 million compared to $12,611 million in 2015. The decrease of $574 million, or 5%, was mainly attributable to lower volumes of crude oil, coal, and frac sand; as well as lower applicable fuel surcharge rates. These factors were partly offset by the positive translation impact of the weaker Canadian dollar and freight rate increases. Operating expenses for the year ended December 31, 2016 amounted to $6,725 million compared to $7,345 million in 2015. The decrease of $620 million, or 8%, was mainly due to lower costs resulting from operating productivity gains, including cost-management initiatives and decreased volumes of traffic, lower pension expense, and lower fuel prices, partly offset by the negative translation impact of a weaker Canadian dollar. Constant currency Financial results at constant currency allow results to be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Measures at constant currency are considered non-GAAP measures and do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. Financial results at constant currency are obtained by translating the current period results denominated in US dollars at the foreign exchange rates of the comparable period of the prior year. The average foreign exchange rates were $1.33 and $1.28 per US$1.00, for the years ended December 31, 2016 and 2015, respectively. On a constant currency basis, the Company’s net income for the year ended December 31, 2016 would have been lower by $85 million ($0.11 per diluted share). Revenues In millions, unless otherwise indicated Year ended December 31, 2016 2015 % Change Rail freight revenues Other revenues Total revenues Rail freight revenues Petroleum and chemicals Metals and minerals Forest products Coal Grain and fertilizers Intermodal Automotive Total rail freight revenues Revenue ton miles (RTMs) (millions) Rail freight revenue/RTM (cents) Carloads (thousands) Rail freight revenue/carload (dollars) $ $ $ 11,326 711 12,037 2,174 1,218 1,797 434 2,098 2,846 759 $ $ $ 11,905 706 12,611 2,442 1,437 1,728 612 2,071 2,896 719 $ 11,326 $ 11,905 214,327 5.28 5,205 2,176 224,710 5.30 5,485 2,170 (5%) 1% (5%) (11%) (15%) 4% (29%) 1% (2%) 6% (5%) (5%) - (5%) - % Change at constant currency (7%) (1%) (7%) (13%) (17%) 1% (30%) - (3%) 3% (7%) (5%) (2%) (5%) (2%) Revenues for the year ended December 31, 2016, totaled $12,037 million compared to $12,611 million in 2015. The decrease of $574 million, or 5%, was mainly attributable to lower volumes of crude oil, coal, and frac sand; as well as lower applicable fuel surcharge rates. These factors were partly offset by the positive translation impact of the weaker Canadian dollar and freight rate increases. Fuel surcharge revenues decreased by $316 million in 2016, mainly as a result of lower applicable fuel surcharge rates. In 2016, RTMs declined by 5% relative to 2015. Rail freight revenue per RTM remained flat when compared to 2015, mainly driven by lower applicable fuel surcharge rates and an increase in the average length of haul; offset by the positive translation impact of a weaker Canadian dollar and freight rate increases. CN | 2017 Annual Report 17 Management’s Discussion and Analysis Petroleum and chemicals Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2015 % Change % Change at constant currency $ 2,442 51,103 4.78 640 (11%) (15%) 5% (6%) (13%) (15%) 2% (6%) 2016 2,174 43,395 5.01 599 For the year ended December 31, 2016, revenues for this commodity group decreased by $268 million, or 11%, when compared to 2015. The decrease was mainly due to lower shipments of crude oil due to increased pipeline capacity, and reduced shipments of sulfur; as well as lower applicable fuel surcharge rates. These factors were partly offset by the positive translation impact of a weaker Canadian dollar; higher volumes of refined petroleum products; and freight rate increases. Revenue per RTM increased by 5% in 2016, mainly due to a decrease in the average length of haul, the positive translation impact of a weaker Canadian dollar, and freight rate increases, partly offset by lower applicable fuel surcharge rates. Metals and minerals Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, 2016 2015 % Change % Change at constant currency $ 1,218 20,233 6.02 807 $ 1,437 21,828 6.58 886 (15%) (7%) (9%) (9%) (17%) (7%) (11%) (9%) For the year ended December 31, 2016, revenues for this commodity group decreased by $219 million, or 15%, when compared to 2015. The decrease was mainly due to decreased shipments of energy-related commodities including frac sand, drilling pipe, and semi-finished steel products; and lower applicable fuel surcharge rates, partly offset by the positive translation impact of a weaker Canadian dollar. Revenue per RTM decreased by 9% in 2016, mainly due to an increase in the average length of haul and lower applicable fuel surcharge rates, partly offset by the positive translation impact of a weaker Canadian dollar. Forest products Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2015 % Change % Change at constant currency $ 1,728 30,097 5.74 441 4% 4% - - 1% 4% (3%) - 2016 1,797 31,401 5.72 440 For the year ended December 31, 2016, revenues for this commodity group increased by $69 million, or 4%, when compared to 2015. The increase was mainly due to higher shipments of lumber and panels to the U.S. due to continued improvement in the U.S. housing market; freight rate increases; and the positive translation impact of a weaker Canadian dollar. These factors were partly offset by lower applicable fuel surcharge rates and decreased shipments of paper products amidst weak market conditions. Revenue per RTM remained flat in 2016, mainly due to lower applicable fuel surcharge rates and an increase in the average length of haul, offset by the positive translation impact of a weaker Canadian dollar and freight rate increases. 18 CN | 2017 Annual Report Management’s Discussion and Analysis Coal Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2015 % Change % Change at constant currency $ 612 15,956 3.84 438 (29%) (31%) 2% (24%) (30%) (31%) 1% (24%) 2016 434 11,032 3.93 333 For the year ended December 31, 2016, revenues for this commodity group decreased by $178 million, or 29%, when compared to 2015. The decrease was mainly due to lower volumes of thermal coal to U.S. coal-fired utilities, continued global oversupply impacting export shipments of thermal coal via the U.S. Gulf Coast and metallurgical coal via west coast ports; as well as lower applicable fuel surcharge rates. These factors were partly offset by freight rate increases and the positive translation impact of a weaker Canadian dollar. Revenue per RTM increased by 2% in 2016, mainly due to a decrease in the average length of haul, freight rate increases, and the positive translation impact of a weaker Canadian dollar, partly offset by lower applicable fuel surcharge rates. Grain and fertilizers Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, 2016 2015 % Change % Change at constant currency $ $ 2,098 51,485 4.07 602 2,071 50,001 4.14 607 1% 3% (2%) (1%) - 3% (3%) (1%) For the year ended December 31, 2016, revenues for this commodity group increased by $27 million, or 1%, when compared to 2015. The increase was mainly due to higher volumes of Canadian oilseeds and oilseed products, and higher export volumes of U.S. soybeans and corn; the positive translation impact of a weaker Canadian dollar; and freight rate increases. These factors were partly offset by lower volumes of Canadian wheat and lower applicable fuel surcharge rates. Revenue per RTM decreased by 2% in 2016, mainly due to an increase in the average length of haul and lower applicable fuel surcharge rates, partly offset by the positive translation impact of a weaker Canadian dollar and freight rate increases. Intermodal Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2015 % Change % Change at constant currency $ 2,896 52,144 5.55 2,232 (2%) 2% (3%) (3%) (3%) 2% (5%) (3%) 2016 2,846 53,056 5.36 2,163 For the year ended December 31, 2016, revenues for this commodity group decreased by $50 million, or 2%, when compared to 2015. The decrease was mainly due to lower applicable fuel surcharge rates and decreased international volumes via the Port of Vancouver. These factors were partly offset by increased international volumes via the Port of Halifax, and higher domestic retail volumes in the industrial and grocery products segments; freight rate increases; and the positive translation impact of a weaker Canadian dollar. Revenue per RTM decreased by 3% in 2016, mainly due to lower applicable fuel surcharge rates, partly offset by the positive translation impact of a weaker Canadian dollar and freight rate increases. CN | 2017 Annual Report 19 Management’s Discussion and Analysis Automotive Revenues (millions) RTMs (millions) Revenue/RTM (cents) Carloads (thousands) Year ended December 31, $ 2015 % Change % Change at constant currency $ 719 3,581 20.08 241 6% 4% 1% 8% 3% 4% (1%) 8% 2016 759 3,725 20.38 261 For the year ended December 31, 2016, revenues for this commodity group increased by $40 million, or 6%, when compared to 2015. The increase was mainly due to higher volumes of domestic finished vehicle traffic and increased finished vehicle imports via the Port of Halifax; the positive translation impact of a weaker Canadian dollar; and freight rate increases. These factors were partly offset by lower applicable fuel surcharge rates. Revenue per RTM increased by 1% in 2016, mainly due to a decrease in the average length of haul, the positive translation impact of a weaker Canadian dollar and freight rate increases, partly offset by lower applicable fuel surcharge rates. Other revenues Revenues (millions) $ 711 $ 706 1% (1%) Year ended December 31, 2016 2015 % Change % Change at constant currency For the year ended December 31, 2016, Other revenues increased by $5 million, or 1%, when compared to 2015, mainly due to higher revenues from automotive logistic services and the positive translation impact of a weaker Canadian dollar, partly offset by lower revenues from freight forwarding and docks. Operating expenses Operating expenses for the year ended December 31, 2016 amounted to $6,725 million compared to $7,345 million in 2015. The decrease of $620 million, or 8%, in 2016 was mainly due to lower costs resulting from operating productivity gains, including cost-management initiatives and decreased volumes of traffic; lower pension expense; and lower fuel prices, partly offset by the negative translation impact of a weaker Canadian dollar on US dollar-denominated expenses. In millions Labor and fringe benefits Purchased services and material Fuel Depreciation and amortization Equipment rents Casualty and other Total operating expenses Labor and fringe benefits Year ended December 31, 2016 2015 % Change % Change at constant currency $ 2,119 $ 1,592 1,051 1,225 375 363 2,406 1,729 1,285 1,158 373 394 $ 6,725 $ 7,345 12% 8% 18% (6%) (1%) 8% 8% 13% 9% 20% (4%) 3% 11% 10% Labor and fringe benefits expense decreased by $287 million, or 12%, in 2016 when compared to 2015. The decrease was primarily a result of a lower average headcount due to lower volumes of traffic and increased productivity, and lower pension expense, partly offset by the negative translation impact of the weaker Canadian dollar. Purchased services and material Purchased services and material expense decreased by $137 million, or 8%, in 2016 when compared to 2015. The decrease was mainly due to lower repairs and maintenance costs, resulting from lower volumes of traffic and cost-management initiatives, as well as favorable winter conditions in the first quarter, and lower accident costs. The decrease was partly offset by the negative translation impact of the weaker Canadian dollar. 20 CN | 2017 Annual Report Management’s Discussion and Analysis Fuel Fuel expense decreased by $234 million, or 18%, in 2016 when compared to 2015. The decrease was primarily due to lower fuel prices, lower volumes of traffic, and productivity gains, partly offset by the negative translation impact of the weaker Canadian dollar. Depreciation and amortization Depreciation and amortization expense increased by $67 million, or 6%, in 2016 when compared to 2015. The increase was mainly due to net capital additions and the negative translation impact of the weaker Canadian dollar, partly offset by the net favorable impact of depreciation studies. Equipment rents Equipment rents expense increased by $2 million, or 1%, in 2016 when compared to 2015. The increase was primarily due to higher costs for the use of locomotives from other railroads, and the negative translation impact of the weaker Canadian dollar, partly offset by lower car and equipment lease expenses. Casualty and other Casualty and other expense decreased by $31 million, or 8%, in 2016 when compared to 2015. The decrease was mainly due to lower accident costs, and the favorable impacts of a legal settlement and an insurance recovery, partly offset by a bad debt provision related to the bankruptcy of an international intermodal customer, an increase in U.S. personal injury and other claims pursuant to a recent actuarial study, an increase in property taxes and the negative translation impact of the weaker Canadian dollar. Other income and expenses Interest expense In 2016, interest expense was $480 million compared to $439 million in 2015. The increase was mainly due to a higher level of debt and the negative translation impact of the weaker Canadian dollar on US dollar-denominated interest expense. Other income In 2016, the Company recorded other income of $95 million compared to $47 million in 2015. Included in Other income for 2016 was a gain on disposal of the Viaduc du Sud of $76 million. Income tax expense The Company recorded income tax expense of $1,287 million for the year ended December 31, 2016, compared to $1,336 million in 2015. Included in the 2016 figure was deferred income tax expense of $7 million resulting from the enactment of a higher provincial corporate income tax rate. Included in the 2015 figure was a deferred income tax expense of $42 million resulting from the enactment of a higher provincial corporate income tax rate. The effective tax rate for 2016 was 26.1% compared to 27.4% in 2015. Excluding the net deferred income tax expense of $7 million and $42 million in 2016 and 2015, respectively, the effective tax rate for 2016 was 26.0% compared to 26.5% in 2015. The decrease in the effective tax rate was primarily due to the impact of a lower proportion of the Company’s pre-tax income being earned in higher tax rate jurisdictions. CN | 2017 Annual Report 21 Management’s Discussion and Analysis Summary of quarterly financial data 2017 Quarters 2016 Quarters Fourth (1) Third (2) Second (3) First (4) Fourth (5) Third Second (6) In millions, except per share data Revenues Operating income $ 3,285 $ 3,221 $ 3,329 $ 3,206 $ 1,301 $ 1,459 $ 1,495 $ 1,303 Net income $ 2,611 $ 958 $ 1,031 $ Basic earnings per share Diluted earnings per share $ $ 3.50 $ 1.28 $ 1.36 $ 3.48 $ 1.27 $ 1.36 $ 884 1.16 1.16 $ $ $ $ $ 3,217 $ 3,014 $ 2,842 1,395 $ 1,407 $ 1,293 1,018 $ 972 $ 1.33 $ 1.26 $ 1.32 $ 1.25 $ 858 1.10 1.10 $ $ $ $ $ First 2,964 1,217 792 1.01 1.00 Dividends per share $ 0.4125 $ 0.4125 $ 0.4125 $ 0.4125 $ 0.3750 $ 0.3750 $ 0.3750 $ 0.3750 (1) Included in Net income was a deferred income tax recovery of $1,764 million that resulted from the enactment of the U.S. Tax Reform and a deferred income tax expense of $50 million that resulted from the enactment of higher provincial corporate income tax rates. (2) Included in Net income was a deferred income tax expense of $31 million that resulted from the enactment of a higher state corporate income tax rate. (3) Included in Net income was a deferred income tax recovery of $18 million that resulted from the enactment of a lower provincial corporate income tax rate. (4) Included in Net income was a deferred income tax recovery of $5 million that resulted from the enactment of a lower provincial corporate income tax rate. (5) Included in Net income was a gain on disposal of the Viaduc du Sud of $76 million, or $66 million after-tax, which was recorded in Other income. (6) Included in Net income was a deferred income tax expense of $7 million that resulted from the enactment of a higher provincial corporate income tax rate. 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 entitled Business risks of this MD&A). Operating expenses reflect the impact of freight volumes, seasonal weather conditions, labor costs, fuel prices, and the Company’s productivity initiatives. 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. Summary of fourth quarter 2017 Fourth quarter 2017 net income was $2,611 million, an increase of $1,593 million, or 156%, when compared to the same period in 2016, and diluted earnings per share increased by 164% to $3.48. The increase was mainly due to a deferred income tax recovery of $1,764 million ($2.35 per diluted share) resulting from the enactment of the U.S. Tax Reform. Operating income for the quarter ended December 31, 2017 decreased by $94 million, or 7%, to $1,301 million, when compared to the same period in 2016. The decrease mainly reflects higher costs from increased volumes and higher fuel prices, which were partly offset by increased revenues from higher volumes, freight rate increases and higher applicable surcharge rates. The operating ratio was 60.4% in the fourth quarter of 2017 compared to 56.6% in the fourth quarter of 2016. Higher fuel prices had a 1.0-point impact on the increase for the quarter. Revenues for the fourth quarter of 2017 increased by $68 million, or 2%, to $3,285 million, when compared to the same period in 2016. The increase was mainly attributable to higher international container traffic via the ports of Prince Rupert and Vancouver, and increased volumes of frac sand; freight rate increases; and higher applicable fuel surcharge rates. These factors were partly offset by the negative translation impact of a stronger Canadian dollar; lower export volumes of U.S. soybeans and reduced shipments of crude oil. Fuel surcharge revenues increased by $52 million in the fourth quarter of 2017, mainly due to higher applicable fuel surcharge rates. Operating expenses for the fourth quarter of 2017 increased by $162 million, or 9%, to $1,984 million, when compared to the same period in 2016. The increase was primarily due to higher costs from increased volumes, challenging operating conditions, including harsh early winter weather, and higher fuel prices, partly offset by the positive translation impact of a stronger Canadian dollar. 22 CN | 2017 Annual Report Management’s Discussion and Analysis Financial position The following tables provide an analysis of the Company’s balance sheet as at December 31, 2017 as compared to 2016. 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, 2017 and 2016, the foreign exchange rates were $1.2571 and $1.3427 per US$1.00, respectively. In millions December 31, 2017 2016 Foreign exchange impact Variance excluding foreign exchange Explanation of variance, other than foreign exchange impact Total assets $ 37,629 $ 37,057 $ (1,104) $ 1,676 Variance mainly due to: Properties 34,189 33,755 (1,053) 1,487 Pension asset 994 907 - 87 Total liabilities $ 20,973 $ 22,216 $ (910) $ (333) Variance mainly due to: Deferred income taxes 6,953 8,473 (312) (1,208) Pension and other postretirement benefits 699 694 (12) 17 Total long-term debt, including the current portion 10,828 10,937 (609) 500 Increase primarily due to gross property additions of $2,703 million, partly offset by depreciation of $1,281 million. Increase primarily due to higher actual returns partly offset by the decrease in the year-end discount rate from 3.81% in 2016 to 3.51% in 2017. Decrease primarily due to deferred income tax recovery of $1,195 million, recorded in Net income, mostly attributable to the U.S. Tax Reform, partly offset by deferred income tax expense on new temporary differences generated during the year. Increase primarily due to the decrease in the year-end discount rate from 3.81% in 2016 to 3.51% in 2017. Increase primarily due to issuance of notes of $493 million, proceeds from accounts receivable securitization program of $423 million and net issuance of commercial paper of $379 million, partly offset by repayment of notes of $635 million and debt related to capital leases of $206 million. In millions December 31, 2017 2016 Variance Explanation of variance Total shareholders’ equity Variance mainly due to: $ 16,656 $ 14,841 $ 1,815 Additional paid-in capital 242 364 (122) Decrease primarily due to the settlement of equity settled awards. Accumulated other comprehensive loss (2,784) (2,358) (426) Retained earnings 15,586 13,242 2,344 Increase in comprehensive loss due to after-tax amounts of $264 million from net foreign exchange losses, and $162 million resulting from actuarial loss arising during the year and amortization of net actuarial loss and prior service costs for the Company’s defined benefit pension and other postretirement benefit plans. Increase due to current year net income of $5,484 million, partly offset by share repurchases of $1,898 million and dividends paid of $1,239 million. CN | 2017 Annual Report 23 Management’s Discussion and Analysis Liquidity and capital resources The Company’s principal source of liquidity is cash generated from operations, which is supplemented by borrowings in the money markets and capital markets. To meet its short-term liquidity needs, the Company has access to various financing sources, including an unsecured revolving credit facility, commercial paper programs, and an accounts receivable securitization program. In addition to these sources, the Company can issue debt securities to meet its longer-term liquidity needs. The strong focus on cash generation from all sources gives the Company increased flexibility in terms of meeting its financing requirements. The Company’s primary uses of funds are for working capital requirements, including income tax installments, pension contributions, and contractual obligations; capital expenditures relating to track infrastructure and other; acquisitions; dividend payouts; and share repurchases. The Company sets priorities on its uses of available funds based on short-term operational requirements, expenditures to continue to operate a safe railway and pursue strategic initiatives, while also considering its long-term contractual obligations and returning value to its shareholders; and as part of its financing strategy, the Company regularly reviews its optimal capital structure, cost of capital, and the need for additional debt financing. The Company has a working capital deficit, which is considered common in the rail industry because it is capital-intensive, and 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, 2017 and 2016, the Company had Cash and cash equivalents of $70 million and $176 million, respectively; Restricted cash and cash equivalents of $483 million and $496 million, respectively; and a working capital deficit of $1,793 million and $901 million, respectively. The working capital deficit increased by $892 million in 2017 as accounts receivable securitization and commercial paper borrowings along with higher Accounts payable and other increased Total current liabilities, partly offset by higher Accounts receivable in Total current assets. 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. There are currently no specific requirements relating to working capital other than in the normal course of business as discussed herein. The Company’s U.S. and other foreign subsidiaries maintain sufficient cash to meet their respective operational requirements. If the Company should require more liquidity in Canada than is generated by its domestic operations, the Company could decide to repatriate funds associated with undistributed earnings of its foreign operations, including its U.S. and other foreign subsidiaries. The impact on liquidity resulting from the repatriation of funds held outside Canada would not be significant as such repatriation of funds would not cause significant tax implications to the Company under the tax laws of Canada and the U.S. and other foreign tax jurisdictions, and the tax treaties currently in effect between them. The Company expects cash from operations and its various sources of financing to be sufficient to meet its ongoing obligations. The Company is not aware of any trends or expected fluctuations in its liquidity that would impact its ongoing operations or financial condition as of the date of this MD&A. Available financing sources Shelf prospectus and registration statement On January 24, 2018, the Company filed a preliminary shelf prospectus with Canadian securities regulators, pursuant to which CN may issue up to an aggregate amount of $6.0 billion of debt securities over a 25-month period. The final shelf prospectus and the corresponding U.S. registration statement are expected to be filed in early February 2018, and will replace CN’s existing shelf prospectus and registration statement that expire on February 6, 2018. CN expects to use net proceeds from the sale of debt securities under the shelf prospectus and registration statement for general corporate purposes, including the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions, and other business opportunities. On August 1, 2017, under its existing shelf prospectus and registration statement, the Company issued $500 million of debt securities in the Canadian capital markets. The Company’s existing shelf prospectus and registration statement have remaining capacity of $3,966 million. The Company’s access to long-term funds in the debt capital markets depends on its credit ratings 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, draw down on its accounts receivable securitization program, 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. 24 CN | 2017 Annual Report Management’s Discussion and Analysis Revolving credit facility On March 15, 2017, the Company’s revolving credit facility agreement was amended to extend the maturity date of the credit facility by one year. The credit facility of $1.3 billion consists of a tranche for $420 million maturing on May 5, 2020 and a tranche for $880 million maturing on May 5, 2022. The credit facility agreement includes an accordion feature, which provides for an additional $500 million subject to the consent of individual lenders. The credit facility is available for general corporate purposes, including backstopping the Company’s commercial paper programs. As at December 31, 2017 and December 31, 2016, the Company had no outstanding borrowings under its revolving credit facility and there were no draws during the years ended December 31, 2017 and 2016. Commercial paper The Company has a commercial paper program in Canada and in the U.S. Both programs are backstopped by the Company’s revolving credit facility, enabling it to issue commercial paper up to a maximum aggregate principal amount of $1.3 billion, or the US dollar equivalent, on a combined basis. The commercial paper programs, which are subject to market rates in effect at the time of financing, provide the Company with a flexible financing alternative at a low cost, and can be used for general corporate purposes. The cost of commercial paper and access to the commercial paper market in Canada and the U.S. are dependent on credit ratings and market conditions. If the Company were to lose access to its commercial paper program for an extended period of time, the Company could rely on its $1.3 billion revolving credit facility to meet its short-term liquidity needs. As at December 31, 2017, the Company had total commercial paper borrowings of US$760 million ($955 million) (2016 - US$451 million ($605 million)) presented in Current portion of long-term debt on the Consolidated Balance Sheets. Accounts receivable securitization program The Company has an agreement to sell an undivided co-ownership interest in a revolving pool of accounts receivable to unrelated trusts for maximum cash proceeds of $450 million expiring on February 1, 2019. The trusts are multi-seller trusts and the Company is not the primary beneficiary. Funding for the acquisition of these assets is customarily through the issuance of asset-backed commercial paper notes by the unrelated trusts. The Company has retained the responsibility for servicing, administering and collecting the receivables sold. The average servicing period is approximately one month and is renewed at market rates in effect. Subject to customary indemnifications, each trust’s recourse is limited to the accounts receivable transferred. The Company is subject to customary credit rating requirements, which if not met, could result in termination of the program. The necessary credit rating requirements have been met as of the date of this MD&A. The Company is also subject to customary reporting requirements for which failure to perform could also result in termination of the program. The Company monitors the reporting requirements and is currently not aware of any trends, events or conditions that could cause such termination. The accounts receivable securitization program provides the Company with readily available short-term financing for general corporate use. In the event the program is terminated before its scheduled maturity, the Company expects to meet its future payment obligations through its various sources of financing including its revolving credit facility and commercial paper program, and/or access to capital markets. As at December 31, 2017, the Company had accounts receivable securitization borrowings of $421 million (2016 - $nil), consisting of $320 million and US$80 million ($101 million), presented in Current portion of long-term debt on the Consolidated Balance Sheets. These borrowings are secured by and limited to $476 million of accounts receivable. Bilateral letter of credit facilities The Company has a series of committed and uncommitted bilateral letter of credit facility agreements. On March 15, 2017, the Company extended the maturity date of the committed bilateral letter of credit facility agreements to April 28, 2020. The agreements are held with various banks to support the Company’s requirements to post letters of credit in the ordinary course of business. Under the agreements, the Company has the option from time to time to pledge collateral in the form of cash or cash equivalents, for a minimum term of one month, equal to at least the face value of the letters of credit issued. As at December 31, 2017, the Company had outstanding letters of credit of $394 million (2016 - $451 million) under the committed facilities from a total available amount of $437 million (2016 - $508 million) and $136 million (2016 - $68 million) under the uncommitted facilities. As at December 31, 2017, included in Restricted cash and cash equivalents was $400 million (2016 - $426 million) and $80 million (2016 - $68 million) which were pledged as collateral under the committed and uncommitted bilateral letter of credit facilities, respectively. Additional information relating to the Company’s financing sources is provided in Note 10 – Long-term debt to the Company’s 2017 Annual Consolidated Financial Statements. CN | 2017 Annual Report 25 Management’s Discussion and Analysis Credit ratings The Company’s ability to access funding in the debt capital markets and the cost and amount of funding available depends in part on its credit ratings. Rating downgrades could limit the Company’s access to the capital markets, or increase its borrowing costs. The following table provides the credit ratings that CN has received from credit rating agencies as of the date of this MD&A: Dominion Bond Rating Service Moody’s Investors Service Standard & Poor’s Long-term debt rating Commercial paper rating A A2 A R-1 (low) P-1 A-1 These credit ratings are not recommendations to purchase, hold, or sell the securities referred to above. Ratings may be revised or withdrawn at any time by the credit rating agencies. Each credit rating should be evaluated independently of any other credit rating. Cash flows In millions Net cash provided by operating activities Net cash used in investing activities (1) Net cash used in financing activities Year ended December 31, 2017 2016 Variance $ 5,516 $ 5,202 $ (2,738) (2,895) (2,682) (2,539) 314 (56) (356) (17) (115) (4) Effect of foreign exchange fluctuations on US dollar-denominated cash, cash equivalents, restricted cash, and restricted cash equivalents Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents (1) Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period (1) (2) (119) 672 15 (4) 676 Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period (1) $ 553 $ 672 $ (119) (1) The Company adopted Accounting Standards Update 2016-18 in the first quarter of 2017 on a retrospective basis. Comparative balances have been reclassified to conform to the current presentation. Additional information is provided in the section of this MD&A entitled Recent accounting pronouncements. Operating activities Net cash provided by operating activities increased by $314 million in 2017 due to favorable changes in operating assets and liabilities mainly as a result of an increase in Accounts payable and other. Pension contributions The Company’s contributions to its various defined benefit pension plans are made in accordance with the applicable legislation in Canada and the U.S. and such contributions follow minimum and maximum thresholds as determined by actuarial valuations. Pension contributions for the year ended December 31, 2017 and 2016 of $115 million and $162 million, respectively, primarily represent contributions to the CN Pension Plan, for the current service cost as determined under the Company’s current actuarial valuations for funding purposes and voluntary contributions to the U.S. qualified defined benefit plans. The Company expects to make total cash contributions of approximately $120 million for all pension plans in 2018. See the section of this MD&A entitled Critical accounting estimates – Pensions and other postretirement benefits for additional information pertaining to the funding of the Company’s pension plans. Additional information relating to the pension plans is provided in Note 12 – Pensions and other postretirement benefits to the Company’s 2017 Annual Consolidated Financial Statements. Income tax payments The Company is required to make scheduled installment payments as prescribed by the tax authorities. In Canada, the Company’s domestic jurisdiction, tax installments in a given year are generally based on the prior year’s taxable income whereas in the U.S., the Company’s predominant foreign jurisdiction, they are based on forecasted taxable income of the current year. In 2017, net income tax payments were $712 million (2016 - $653 million). The increase was mainly due to higher required U.S. instalments in 2017. In 2018, the Company’s net income tax payments are expected to be approximately $750 million. Income tax payments in Canada are expected to be higher, whereas U.S. income tax payments are expected to be lower as a result of the enactment of the U.S. Tax Reform. Future regulations and interpretations issued by U.S. authorities could further impact the Company’s estimated income tax payments. Please refer to the section of this MD&A entitled Strategy overview – 2017 Highlights – U.S. Tax Cuts and Jobs Act for additional information about the U.S. Tax Reform. 26 CN | 2017 Annual Report Management’s Discussion and Analysis Investing activities Net cash used in investing activities increased by $56 million in 2017, mainly as a result of less proceeds received from the disposal of property in the current year, partly offset by lower property additions. Property additions In millions Track and roadway (1) Rolling stock Buildings Information technology Other Gross property additions Less: Capital leases Property additions (2) Year ended December 31, 2017 $ 1,927 $ 226 70 290 190 2,703 30 $ 2,673 $ 2016 1,834 494 85 176 163 2,752 57 2,695 (1) In 2017, approximately 80% (2016 - 80%) of the Track and roadway property additions were incurred to renew the basic infrastructure. Costs relating to normal repairs and maintenance of Track and roadway properties are expensed as incurred, and amounted to approximately 12% of the Company's total operating expenses in 2017 (2016 - 13%). (2) Includes $417 million and $313 million associated with the U.S. federal government legislative PTC implementation in 2017 and 2016, respectively. 2018 Capital expenditure program The Company expects to invest approximately $3.2 billion in its capital program, which will be financed with cash generated from operations, as outlined below:  $1.6 billion on track and railway infrastructure maintenance to support safe and efficient operations; including the replacement of rail and ties, bridge improvements, as well as other general track maintenance;  $0.8 billion on initiatives to increase capacity and enable growth, such as track infrastructure expansion; investments in yards and intermodal terminals; and on information technology to improve safety performance, operational efficiency and customer service;  $0.4 billion associated with the U.S. federal government legislative PTC implementation; and  $0.4 billion on equipment capital expenditures, allowing the Company to tap growth opportunities and improve the quality of the fleet, and in order to handle expected traffic increase and improve operational efficiency, CN expects to take delivery of 60 new high- horsepower locomotives. In order to complete the implementation of PTC, the Company expects to continue incurring significant implementation costs beyond 2018. The Company now estimates that total PTC capital expenditures will be approximately US$1.4 billion, of which US$0.8 billion had been spent as of December 31, 2017. See the section of this MD&A entitled Business risks – Safety regulation – U.S. for additional information relating to PTC. Disposal of property In 2017, there were no significant disposals of property. In 2016, cash flows included cash proceeds of $85 million before transaction costs from the disposal of the Viaduc du Sud. Additional information relating to disposals of property is provided in Note 3 – Other income to the Company’s 2017 Annual Consolidated Financial Statements. Financing activities Net cash used in financing activities increased by $356 million in 2017, due to lower long-term debt issuances in the current year and an increase in dividend payments, partly offset by a higher net issuance of commercial paper. Debt financing activities Debt financing activities in 2017 included the following:  On November 15, 2017, repayment of US$250 million ($318 million) 5.85% Notes due 2017 upon maturity;  On November 14, 2017, repayment of US$250 million ($317 million) Floating Rate Notes due 2017 upon maturity;  On August 1, 2017, issuance of $500 million 3.60% Notes due 2047 in the Canadian capital markets, which resulted in net proceeds of $493 million;  Proceeds from the accounts receivable securitization program of $423 million;  Net issuance of commercial paper of $379 million; and  Repayment of debt related to capital leases of $206 million. CN | 2017 Annual Report 27 Management’s Discussion and Analysis Debt financing activities in 2016 included the following:  On December 15, 2016, repayment of US$300 million ($398 million) 1.45% Notes due 2016 upon maturity;  On August 2, 2016, issuance of US$650 million ($848 million) 3.20% Notes due 2046 in the U.S. capital markets, which resulted in net proceeds of $832 million;  On June 1, 2016, repayment of US$250 million ($328 million) 5.80% Notes due 2016 upon maturity;  On February 23, 2016, issuance of US$500 million ($686 million) 2.75% Notes due 2026 in the U.S. capital markets, which resulted in net proceeds of $677 million;  Repayment of debt related to capital leases of $229 million; and  Net issuance of commercial paper of $137 million. Cash obtained from the issuance of debt in 2017 and 2016 was used for general corporate purposes, including the redemption and refinancing of outstanding indebtedness and share repurchases. Additional information relating to the Company’s outstanding debt securities is provided in Note 10 – Long-term debt to the Company’s 2017 Annual Consolidated Financial Statements. Repurchase of common shares The Company may repurchase shares pursuant to a Normal Course Issuer Bid (NCIB) at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. Under its current NCIB, the Company may repurchase up to 31.0 million common shares between October 30, 2017 and October 29, 2018. The Company’s NCIB notice may be found online on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov through EDGAR. A printed copy may be obtained by contacting the Corporate Secretary’s Office. Previous NCIBs allowed for the repurchase of up to 33.0 million common shares between October 30, 2016 and October 29, 2017, and up to 33.0 million common shares between October 30, 2015 and October 29, 2016. The following table provides the information related to the share repurchases for the years ended December 31, 2017, 2016 and 2015: In millions, except per share data Year ended December 31, 2017 2016 2015 October 2017 - October 2018 NCIB Number of common shares (1) Weighted-average price per share (2) Amount of repurchase October 2016 - October 2017 NCIB Number of common shares (1) Weighted-average price per share (2) Amount of repurchase October 2015 - October 2016 NCIB Number of common shares (1) Weighted-average price per share (2) Amount of repurchase Total for the year Number of common shares (1) Weighted-average price per share (2) Amount of repurchase (3) 2.9 102.40 293 17.5 97.60 1,707 N/A N/A N/A 20.4 98.27 2,000 $ $ $ $ $ $ $ $ $ $ $ $ N/A N/A N/A 3.5 84.06 293 22.9 74.60 1,707 26.4 75.85 2,000 $ $ $ $ N/A N/A N/A N/A N/A N/A 5.8 70.44 410 $ $ $ $ $ $ 23.3 75.20 1,750 (4) (4) (4) Total program 2.9 102.40 293 21.0 95.35 2,000 28.7 73.76 2,117 (1) Includes repurchases of common shares in the first and second quarters of 2017, each quarter of 2016 and the first, third and fourth quarters of 2015, pursuant to private agreements between the Company and arm’s-length third-party sellers. (2) Includes brokerage fees where applicable. (3) Includes settlements in subsequent periods. (4) Includes 2015 repurchases from the October 2014 - October 2015 NCIB, which consisted of 17.5 million common shares, a weighted-average price per share of $76.79 and an amount of repurchase of $1,340 million. 28 CN | 2017 Annual Report Management’s Discussion and Analysis Share Trusts The Company’s Employee Benefit Plan Trusts (“Share Trusts”) purchase common shares on the open market, which are used to deliver common shares under the Share Units Plan. Additional information relating to the share purchases and share settlements by Share Trusts is provided in Note 13 – Share capital to the Company’s 2017 Annual Consolidated Financial Statements. The following table provides the information related to the share purchases and settlements by Share Trusts for the years ended December 31, 2017, 2016 and 2015. In millions, except per share data Share purchases by Share Trusts Number of common shares Weighted-average price per share (1) Amount of purchase Share settlements by Share Trusts Number of common shares Weighted-average price per share Amount of settlement (1) Includes brokerage fees where applicable. Dividends paid Year ended December 31, 2017 2016 2015 0.5 102.17 $ 55 $ 0.3 77.99 $ 24 $ $ $ $ $ 0.7 84.99 $ 60 $ 0.3 73.31 $ 23 $ 1.4 73.31 100 - - - During 2017, the Company paid quarterly dividends of $0.4125 per share amounting to $1,239 million compared to $1,159 million, at the rate of $0.3750 per share, in 2016. For 2018, the Company’s Board of Directors approved an increase of 10% to the quarterly dividend to common shareholders, from $0.4125 per share in 2017 to $0.4550 per share in 2018. 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, 2017: In millions Debt obligations (1) Interest on debt obligations Capital lease obligations (2) Operating lease obligations Purchase obligations (3) Other long-term liabilities (4) Total 2018 2019 2020 2021 2022 $ 10,670 $ 2,036 $ 684 $ - $ 747 $ 308 $ 7,040 241 561 2,170 725 430 52 139 1,164 73 382 17 109 364 41 363 21 77 287 63 360 342 12 59 84 48 7 38 84 38 2023 & thereafter 6,895 5,163 132 139 187 462 Total contractual obligations $ 21,407 $ 3,894 $ 1,597 $ 811 $ 1,310 $ 817 $ 12,978 (1) Presented net of unamortized discounts and debt issuance costs and excludes capital lease obligations. (2) Includes $158 million of minimum lease payments and $83 million of imputed interest at rates ranging from 1.0% to 6.8%. (3) (4) Includes fixed price commitments for locomotives, rail, railroad ties, other equipment and services, as well as outstanding information technology service contracts and licenses. Also includes variable commitments for wheels based on forecasted volumes and fuel based on forecasted market prices. Includes expected payments for workers’ compensation, postretirement benefits other than pensions, net unrecognized tax benefits, environmental liabilities and pension obligations that have been classified as contractual settlement agreements. CN | 2017 Annual Report 29 Management’s Discussion and Analysis Free cash flow Management believes that free cash flow is a useful measure of liquidity as it demonstrates the Company’s ability to generate cash for debt obligations and for discretionary uses such as payment of dividends, share repurchases, and strategic opportunities. The Company defines its free cash flow measure as the difference between net cash provided by operating activities and net cash used in investing activities; adjusted for the impact of major acquisitions, if any. Free cash flow does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. The following table provides a reconciliation of net cash provided by operating activities as reported for the years ended December 31, 2017, 2016 and 2015, to free cash flow: In millions Year ended December 31, 2017 2016 Net cash provided by operating activities Net cash used in investing activities (1) Free cash flow $ 5,516 $ 5,202 $ (2,738) (2,682) $ 2,778 $ 2,520 $ 2015 5,140 (2,767) 2,373 (1) As a result of the retrospective adoption of Accounting Standards Update 2016-18, in the first quarter of 2017, changes in restricted cash and cash equivalents are no longer classified as investing activities within the Consolidated Statement of Cash Flows and are no longer included as an adjustment in the Company’s definition of free cash flow. There is no impact to free cash flow. Adjusted debt-to-adjusted EBITDA multiple Management believes that the adjusted debt-to-adjusted earnings before interest, income taxes, depreciation and amortization (EBITDA) multiple is a useful credit measure because it reflects the Company’s ability to service its debt and other long term obligations. The Company calculates the adjusted debt-to-adjusted EBITDA multiple as adjusted debt divided by adjusted EBITDA. These measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. The following table provides a reconciliation of debt and net income to the adjusted measures presented below, which have been used to calculate the adjusted debt-to-adjusted EBITDA multiple: In millions, unless otherwise indicated As at and for the year ended December 31, 2017 2016 2015 Debt Adjustment: Present value of operating lease commitments (1) Adjusted debt Net income Interest expense Income tax expense (recovery) Depreciation and amortization EBITDA Adjustments: Other income Deemed interest on operating leases Adjusted EBITDA Adjusted debt-to-adjusted EBITDA multiple (times) 10,828 $ 10,937 $ 10,427 478 533 607 11,306 $ 11,470 $ 11,034 $ $ $ 5,484 $ 3,640 $ 481 (395) 1,281 6,851 (12) 22 480 1,287 1,225 6,632 (95) 24 $ 6,861 $ 6,561 $ 1.65 1.75 3,538 439 1,336 1,158 6,471 (47) 29 6,453 1.71 (1) The operating lease commitments have been discounted using the Company’s implicit interest rate for each of the periods presented. All forward-looking statements discussed in this section are subject to risks and uncertainties and are based on assumptions about events and developments that may not materialize or that may be offset entirely or partially by other events and developments. See the section of this MD&A entitled Forward-looking statements for a discussion of assumptions and risk factors affecting such forward-looking statements. 30 CN | 2017 Annual Report Management’s Discussion and Analysis Off balance sheet arrangements Guarantees and indemnifications In the normal course of business, the Company, including certain of its subsidiaries, enters into agreements that may involve providing guarantees or indemnifications to third parties and others, which may extend beyond the term of the agreements. These include, but are not limited to, residual value guarantees on operating leases, standby letters of credit, surety and other bonds, and indemnifications that are customary for the type of transaction or for the railway business. As at December 31, 2017, the Company has not recorded a liability with respect to guarantees and indemnifications. Additional information relating to guarantees and indemnifications is provided in Note 16 – Major commitments and contingencies to the Company’s 2017 Annual Consolidated Financial Statements. Outstanding share data As at January 31, 2018, the Company had 740.7 million common shares and 5.0 million stock options outstanding. Financial instruments Risk management In the normal course of business, the Company is exposed to various risks from its use of financial instruments. To manage these risks, the Company follows a financial risk management framework, which is monitored and approved by the Company’s Finance Committee, with a goal of maintaining a strong balance sheet, optimizing earnings per share and free cash flow, financing its operations at an optimal cost of capital and preserving its liquidity. The Company has limited involvement with derivative financial instruments in the management of its risks and does not hold or issue them for trading or speculative purposes. Credit risk Credit risk arises from cash and temporary investments, accounts receivable and derivative financial instruments. To manage credit risk associated with cash and temporary investments, the Company places these financial assets with governments, major financial institutions, or other creditworthy counterparties; and performs ongoing reviews of these entities. To manage credit risk associated with accounts receivable, the Company reviews the credit history of each new customer, monitors the financial condition and credit limits of its customers, and keeps the average daily sales outstanding within an acceptable range. The Company works with customers to ensure timely payments, and in certain cases, requires financial security, including letters of credit. CN also obtains credit insurance for certain high risk customers. Although the Company believes there are no significant concentrations of customer credit risk, economic conditions can affect the Company’s customers and can result in an increase to the Company’s credit risk and exposure to business failures of its customers. A widespread deterioration of customer credit and business failures of customers could have a material adverse effect on the Company’s results of operations, financial position or liquidity. The Company considers the risk due to the possible non-performance by its customers to be remote. The Company has limited involvement with derivative financial instruments, however from time to time, it may enter into derivative financial instruments to manage its exposure to interest rates or foreign currency exchange rates. To manage the counterparty risk associated with the use of derivative financial instruments, the Company enters into contracts with major financial institutions that have been accorded investment grade ratings. Though the Company is exposed to potential credit losses due to non-performance of these counterparties, the Company considers this risk remote. Liquidity risk Liquidity risk is the risk that sufficient funds will not be available to satisfy financial obligations as they come due. In addition to cash generated from operations, which represents its principal source of liquidity, the Company manages liquidity risk by aligning other external sources of funds which can be obtained upon short notice, such as a revolving credit facility, commercial paper programs, and an accounts receivable securitization program. As well, the Company can issue debt securities in the Canadian and U.S. capital markets under its shelf prospectus and registration statement. The Company’s access to long-term funds in the debt capital markets depends on its credit ratings and market conditions. The Company believes that its investment grade credit ratings contribute to reasonable access to capital markets. See the section of this MD&A entitled Liquidity and capital resources for additional information relating to the Company’s available financing sources and its credit ratings. CN | 2017 Annual Report 31 Management’s Discussion and Analysis Foreign currency risk The Company conducts its business in both Canada and the U.S. and as a result, is affected by currency fluctuations. Changes in the exchange rate between the Canadian dollar and the US dollar affect the Company’s revenues and expenses. To manage foreign currency risk, the Company designates US dollar-denominated long-term debt of the parent company as a foreign currency hedge of its net investment in foreign operations. As a result, from the dates of designation, foreign exchange gains and losses on translation of the Company’s US dollar- denominated long-term debt are recorded in Accumulated other comprehensive loss, which minimizes volatility of earnings resulting from the conversion of US dollar-denominated long-term debt into the Canadian dollar. The Company also enters into foreign exchange forward contracts to manage its exposure to foreign currency risk. As at December 31, 2017, the Company had outstanding foreign exchange forward contracts with a notional value of US$887 million (2016 - US$1,035 million). Changes in the fair value of foreign exchange forward contracts, resulting from changes in foreign exchange rates, are recognized in Other income in the Consolidated Statements of Income as they occur. For the year ended December 31, 2017, the Company recorded a loss of $72 million (2016 - loss of $1 million; 2015 - gain of $61 million), related to foreign exchange forward contracts. These losses or gains were largely offset by the re-measurement of US dollar-denominated monetary assets and liabilities recognized in Other income. As at December 31, 2017, Other current assets included an unrealized gain of $nil (2016 - $19 million) and Accounts payable and other included an unrealized loss of $19 million (2016 - $1 million), related to the fair value of outstanding foreign exchange forward contracts. The estimated annual impact on net income of a one-cent change in the Canadian dollar relative to the US dollar is approximately $30 million. Interest rate risk The Company is exposed to interest rate risk, which is the risk that the fair value or future cash flows of a financial instrument will vary as a result of changes in market interest rates. Such risk exists in relation to the Company’s long-term debt. The Company mainly issues fixed-rate debt, which exposes the Company to variability in the fair value of the debt. The Company also issues debt with variable interest rates, which exposes the Company to variability in interest expense. To manage interest rate risk, the Company manages its borrowings in line with liquidity needs, maturity schedule, and currency and interest rate profile. In anticipation of future debt issuances, the Company may use derivative instruments such as forward rate agreements. The Company does not currently hold any significant derivative instruments to manage its interest rate risk. The estimated annual impact on net income of a one-percent change in the interest rate on floating rate debt is approximately $8 million. Commodity price risk The Company is exposed to commodity price risk related to purchases of fuel and the potential reduction in net income due to increases in the price of diesel. Fuel prices are impacted by geopolitical events, changes in the economy or supply disruptions. Fuel shortages can occur due to refinery disruptions, production quota restrictions, climate, and labor and political instability. The Company manages fuel price risk by offsetting the impact of rising fuel prices with the Company’s fuel surcharge program. The surcharge applied to customers is determined in the second calendar month prior to the month in which it is applied, and is generally calculated using the average monthly price of On-Highway Diesel, and to a lesser extent West-Texas Intermediate crude oil. While the Company’s fuel surcharge program provides effective coverage, residual exposure remains given that fuel price risk cannot be completely managed due to timing and given the volatility in the market. As such, the Company may enter into derivative instruments to manage such risk when considered appropriate. 32 CN | 2017 Annual Report Management’s Discussion and Analysis Fair value of financial instruments The following table provides the valuation methods and assumptions used by the Company to estimate the fair value of financial instruments and their associated level within the fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets Level 2 Significant inputs (other than quoted prices included in Level 1) are observable The carrying amounts of Cash and cash equivalents and Restricted cash and cash equivalents approximate fair value. These financial instruments include highly liquid investments purchased three months or less from maturity, for which the fair value is determined by reference to quoted prices in active markets. The carrying amounts of Accounts receivable, Other current assets, and Accounts payable and other approximate fair value. The fair value of these financial instruments is not determined using quoted prices, but rather from market observable information. The fair value of derivative financial instruments used to manage the Company’s exposure to foreign currency risk and included in Other current assets and Accounts payable and other is measured by discounting future cash flows using a discount rate derived from market data for financial instruments subject to similar risks and maturities. The carrying amount of the Company’s debt does not approximate fair value. The fair value is estimated based on 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 maturity. As at December 31, 2017, the Company’s debt had a carrying amount of $10,828 million (2016 - $10,937 million) and a fair value of $12,164 million (2016 - $12,084 million). Level 3 Significant inputs are unobservable The carrying amounts of investments included in Intangible and other assets approximate fair value, with the exception of certain cost investments for which significant inputs are unobservable and fair value is estimated based on the Company’s proportionate share of the underlying net assets. As at December 31, 2017, the Company’s investments had a carrying amount of $73 million (2016 - $68 million) and a fair value of $225 million (2016 - $220 million). Recent accounting pronouncements The following recent Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) was adopted by the Company during the current year: Standard Description Impact ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company elected to early adopt the amendments of this ASU in the first quarter of 2017 on a retrospective basis. As a result of the adoption of this ASU, changes in restricted cash and cash equivalents are no longer classified as investing activities, and the Company’s Consolidated Statements of Cash Flows now explain the change during the period in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents. CN | 2017 Annual Report 33 Management’s Discussion and Analysis The following recent ASUs issued by FASB have an effective date after December 31, 2017 and have not been adopted by the Company: Standard (1) Description Impact Effective date (2) December 15, 2017. Early adoption is permitted. The amendments will affect the classification of the components of pension and postretirement benefit costs other than service cost which will be shown outside of income from operations in a separate caption in the Company’s Consolidated Statements of Income. Had the ASU been applicable for the year ended December 31, 2017, Operating income would have been reduced by approximately $315 million (2016 - $280 million; 2015 - $111 million) with a corresponding increase presented in a new caption below Operating income with no impact on Net income. The guidance allowing only the service cost component to be eligible for capitalization is not expected to have a significant impact on the Company’s Consolidated Financial Statements. CN will adopt the requirements of the ASU effective January 1, 2018. The Company is evaluating the effects that the adoption of the standard will have on its Consolidated Financial Statements and related disclosures, systems, processes and internal controls. December 15, 2018. Early adoption is permitted. The Company is implementing a new lease management system and has identified and begun implementing changes to processes and internal controls necessary to meet the reporting and disclosure requirements. The Company is assessing contractual arrangements to see if they qualify as leases under the new standard and has already reviewed a significant portion of its commitments under operating leases. The Company expects that the standard will have a significant impact on its Consolidated Balance Sheets due to the recognition of new right-of-use assets and lease liabilities for leases currently classified as operating leases with a term over twelve months. CN expects to adopt the requirements of the ASU effective January 1, 2019. ASU 2017-07 Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ASU 2016-02, Leases (Topic 842) Requires employers that sponsor defined benefit pension plans and/or other postretirement benefit plans to report the service cost component in the same line item or items as other compensation costs. The other components of net periodic benefit cost are required to be presented in the statement of income separately from the service cost component and outside a subtotal of income from operations. The new guidance allows only the service cost component to be eligible for capitalization. The guidance must be applied retrospectively for the presentation of the service cost component and other components of net periodic benefit cost in the statement of income and prospectively for the capitalization of the service cost component of net periodic benefit cost. Requires a lessee to recognize a right-of- use asset and a lease liability on the balance sheet for all leases greater than twelve months. The lessor accounting model under the new standard is substantially unchanged. The new standard also requires additional qualitative and quantitative disclosures. The guidance must be applied using the modified retrospective method. 34 CN | 2017 Annual Report Management’s Discussion and Analysis Standard (1) Description Impact ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and related amendments The basis of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures will be required to assist users of financial statements understand the nature, amount, timing and uncertainty of revenues and cash flows arising from an entity’s contracts. The guidance can be applied using either the retrospective or modified retrospective transition method. The Company completed its reviews of freight and other revenue contracts with customers and has concluded that there will be no impact on its Consolidated Financial Statements resulting from adoption of the new standard, other than for the new disclosure requirements. The Company is finalizing required disclosures and has implemented changes to processes and internal controls necessary to meet the reporting and disclosure requirements. The Company will adopt the new standard effective January 1, 2018, using the modified retrospective transition method applied to its contracts that were not completed as of that date. Effective date (2) December 15, 2017. Early adoption is permitted. (1) Other recently issued ASUs required to be applied for periods beginning on or after January 1, 2018 have been evaluated by the Company and will not have a significant impact on the Company’s Consolidated Financial Statements. (2) Effective for annual and interim reporting periods beginning after the stated date. Critical accounting estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management reviews its estimates based upon available information. Actual results could differ from these estimates. The Company’s policies for income taxes, depreciation, pensions and other postretirement benefits, personal injury and other claims and environmental matters, require management’s more significant judgments and estimates in the preparation of the Company’s consolidated financial statements and, as such, are considered to be critical. The following information should be read in conjunction with the Company’s 2017 Annual Consolidated Financial Statements and Notes thereto. Management discusses the development and selection of the Company’s critical accounting policies, including the underlying estimates and assumptions, with the Audit Committee of the Company’s Board of Directors. The Audit Committee has reviewed the Company’s related disclosures. Income taxes The Company follows the asset and liability method of accounting for income taxes. Under the asset and liability method, the change in the net deferred income tax asset or liability is included in the computation of Net income or Other comprehensive income (loss). Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. As a result, a projection of taxable income is required for those years, as well as an assumption of the ultimate recovery/settlement period for temporary differences. The projection of future taxable income is based on management’s best estimate and may vary from actual taxable income. On an annual basis, the Company assesses the need to establish 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 dependent 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, the available carryback and carryforward periods, and projected future taxable income in making this assessment. As at December 31, 2017, in order to fully realize all of the deferred income tax assets, the Company will need to generate future taxable income of approximately $1.8 billion, and, based upon the level of historical taxable income, projections of future taxable income over the periods in which the deferred income tax assets are deductible, and reversal of taxable temporary differences, 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, including the impacts of the U.S. Tax Reform enacted on December 22, 2017, and concluded there are no significant impacts to its assertions for the realization of deferred income tax assets. Please refer to the section of this MD&A entitled Strategy overview – 2017 Highlights – U.S. Tax Cuts and Jobs Act for additional information about the U.S. Tax Reform. CN | 2017 Annual Report 35 Management’s Discussion and Analysis In addition, Canadian, or domestic, tax rules and regulations, as well as those relating to foreign jurisdictions, are subject to interpretation and require judgment by the Company that may be challenged by the taxation authorities upon audit of the filed income tax returns. Tax benefits are recognized if it is more likely than not that the tax position will be sustained on examination by the taxation authorities. As at December 31, 2017, the total amount of gross unrecognized tax benefits was $74 million before considering tax treaties and other arrangements between taxation authorities. The amount of net unrecognized tax benefits as at December 31, 2017 was $69 million. If recognized, $26 million of the net unrecognized tax benefits as at December 31, 2017 would affect the effective tax rate. The Company believes that it is reasonably possible that approximately $7 million of the net unrecognized tax benefits as at December 31, 2017 related to various federal, state, and provincial income tax matters, each of which are individually insignificant, may be recognized over the next twelve months as a result of settlements and a lapse of the applicable statute of limitations. The Company’s deferred income tax assets are mainly composed of temporary differences related to the pension liability, accruals for personal injury claims and other reserves, other postretirement benefits liability, and net operating losses and tax credit carryforwards. The Company’s deferred income tax liabilities are mainly composed of temporary differences related to properties. These deferred income tax assets and liabilities are recorded at the enacted tax rates of the periods in which the related temporary differences are expected to reverse. As a result, fiscal budget changes and/or changes in income tax laws that affect a change in the timing, the amount, and/or the income tax rate at which the temporary difference components will reverse, could materially affect deferred income tax expense as recorded in the Company’s results of operations. The reversal of temporary differences is expected at future-enacted income tax rates which could change due to fiscal budget changes and/or changes in income tax laws. As a result, a change in the timing and/or the income tax rate at which the components will reverse, could materially affect deferred income tax expense as recorded in the Company’s results of operations. From time to time, the federal, provincial, and state governments enact new corporate income tax rates resulting in either lower or higher tax liabilities. A one-percentage-point change in the Canadian and U.S. statutory federal tax rate would have the effect of changing the deferred income tax expense by $156 million and $127 million in 2017, respectively. The Company’s estimates and assumptions are based on its analysis of the U.S. Tax Reform. Given the significant complexity of the U.S. Tax Reform, and the anticipated regulations and interpretive guidance from the U.S. authorities, the Company’s estimates and assumptions used in calculating its income tax provisions may be impacted. For the year ended December 31, 2017, the Company recorded an income tax recovery of $395 million, of which $1,195 million was a deferred income tax recovery. The deferred income tax recovery included a net recovery of $1,706 million resulting from the enactment of the U.S. Tax Reform, and changes to provincial and state corporate income tax rates. For the year ended December 31, 2016, the Company recorded total income tax expense of $1,287 million, of which $704 million was a deferred income tax expense which included a deferred income tax expense of $7 million resulting from the enactment of a higher provincial corporate income tax rate. For the year ended December 31, 2015, the Company recorded total income tax expense of $1,336 million, of which $600 million was a deferred income tax expense which included an income tax expense of $42 million resulting from the enactment of a higher provincial corporate income tax rate. The Company’s net deferred income tax liability as at December 31, 2017 was $6,953 million (2016 - $8,473 million). Additional disclosures are provided in Note 4 – Income taxes to the Company’s 2017 Annual Consolidated Financial Statements. Depreciation Properties are carried at cost less accumulated depreciation including asset impairment write-downs. The cost of properties, including those under capital leases, net of asset impairment write-downs, is depreciated on a straight-line basis over their estimated service lives, measured in years, except for rail and ballast which are measured in millions of gross tons. The Company follows the group method of depreciation whereby a single composite depreciation rate is applied to the gross investment in a class of similar assets, despite small differences in the service life or salvage value of individual property units within the same asset class. The Company uses approximately 40 different depreciable asset classes. For all depreciable assets, the depreciation rate is based on the estimated service lives of the assets. Assessing the reasonableness of the estimated service lives of properties requires judgment and is based on currently available information, including periodic depreciation studies conducted by the Company. The Company’s U.S. properties are subject to comprehensive depreciation studies as required by the Surface Transportation Board (STB) and are conducted by external experts. Depreciation studies for Canadian properties are not required by regulation and are conducted 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 implemented prospectively. The studies consider, among other factors, the analysis of historical retirement data using recognized life analysis techniques, and the forecasting of asset life characteristics. Changes in circumstances, such as technological advances, changes to the Company’s business strategy, changes in the Company’s capital strategy or changes in regulations can result in the actual service lives differing from the Company’s estimates. 36 CN | 2017 Annual Report Management’s Discussion and Analysis A change in the remaining service life of a group of assets, or their estimated net salvage value, will affect the depreciation rate used to amortize the group of assets and thus affect depreciation expense as reported in the Company’s results of operations. A change of one year in the composite service life of the Company’s fixed asset base would impact annual depreciation expense by approximately $49 million. Depreciation studies are a means of ensuring that the assumptions used to estimate the service lives of particular asset groups are still valid and where they are not, they serve as the basis to establish the new depreciation rates to be used on a prospective basis. In the fourth quarter of 2017, the Company completed depreciation studies for equipment properties and as a result, the Company changed the estimated service lives for various types of equipment assets and their related composite depreciation rates. The results of these depreciation studies did not materially affect the Company’s annual depreciation expense. Given the nature of the railroad and the composition of its network which is made up of homogeneous long lived assets, it is impractical to maintain records of specific properties at their lowest unit of property. Retirements of assets occur through the replacement of an asset in the normal course of business, the sale of an asset or the abandonment of a section of track. For retirements in the normal course of business, generally the life of the retired asset is within a reasonable range of the expected useful life, as determined in the depreciation studies, and, as such, no gain or loss is recognized under the group method. The asset's cost is removed from the asset account and the difference between its cost and estimated related accumulated depreciation (net of salvage proceeds), if any, is recorded as an adjustment to accumulated depreciation and no gain or loss is recognized. The historical cost of the retired asset is estimated by using deflation factors or indices that closely correlate to the properties comprising the asset classes in combination with the estimated age of the retired asset using a first-in, first-out approach, and applying it to the replacement value of the asset. In each depreciation study, an estimate is made of any excess or deficiency in accumulated depreciation for all corresponding asset classes to ensure that the depreciation rates remain appropriate. The excess or deficiency in accumulated depreciation is amortized over the remaining life of the asset class. For retirements of depreciable properties that do not occur in the normal course of business, the historical cost, net of salvage proceeds, is recorded as a gain or loss in income. A retirement is considered not to be in the normal course of business if it meets the following criteria: (i) it is unusual, (ii) it is significant in amount, and (iii) it varies significantly from the retirement pattern identified through depreciation studies. A gain or loss is recognized in Other income for the sale of land or disposal of assets that are not part of railroad operations. For the year ended December 31, 2017, the Company recorded total depreciation expense of $1,279 million (2016 - $1,223 million; 2015 - $1,156 million). As at December 31, 2017, the Company had Properties of $34,189 million, net of accumulated depreciation of $12,680 million (2016 - $33,755 million, net of accumulated depreciation of $12,412 million). Additional disclosures are provided in Note 7 – Properties to the Company’s 2017 Annual Consolidated Financial Statements. GAAP requires the use of historical cost as the basis of reporting in financial statements. As a result, the cumulative effect of inflation, which has significantly increased asset replacement costs for capital-intensive companies such as CN, is not reflected in operating expenses. Depreciation charges on an inflation-adjusted basis, assuming that all operating assets are replaced at current price levels, would be substantially greater than historically reported amounts. Pensions and other postretirement benefits The Company’s plans have a measurement date of December 31. The following table provides the Company’s pension asset, pension liability and other postretirement benefits liability as at December 31, 2017, and 2016: In millions Pension asset Pension liability Other postretirement benefits liability December 31, 2017 $ $ $ 994 455 261 $ $ $ 2016 907 442 270 The descriptions in the following paragraphs pertaining to pensions relate generally to the Company’s main pension plan, the CN Pension Plan, unless otherwise specified. Calculation of net periodic benefit cost (income) In accounting for pensions and other postretirement benefits, assumptions are required for, among other things, the discount rate, the expected long-term rate of return on plan assets, the rate of compensation increase, health care cost trend rates, mortality rates, employee early retirements, terminations and disability. Changes in these assumptions result in actuarial gains or losses, which are recognized in Other comprehensive income (loss). The Company generally amortizes these gains or losses into net periodic benefit cost (income) over the expected average remaining service life of the employee group covered by the plans only to the extent that the unrecognized net actuarial CN | 2017 Annual Report 37 Management’s Discussion and Analysis gains and losses are in excess of the corridor threshold, which is calculated as 10% of the greater of the beginning-of-year balances of the projected benefit obligation or market-related value of plan assets. The Company’s net periodic benefit cost (income) for future periods is dependent on demographic experience, economic conditions and investment performance. Recent demographic experience has revealed no material net gains or losses on termination, retirement, disability and mortality. Experience with respect to economic conditions and investment performance is further discussed herein. For the years ended December 31, 2017, 2016 and 2015, the consolidated net periodic benefit cost (income) for pensions and other postretirement benefits were as follows: In millions Year ended December 31, 2017 2016 Net periodic benefit cost (income) for pensions Net periodic benefit cost for other postretirement benefits $ $ (190) $ (161) $ 7 $ 7 $ 2015 34 10 As at December 31, 2017 and 2016, the projected pension benefit obligation and accumulated other postretirement benefit obligation were as follows: In millions Projected pension benefit obligation Accumulated other postretirement benefit obligation Discount rate assumption December 31, 2017 18,025 261 $ $ 2016 17,366 270 $ $ The Company’s discount rate assumption, which is set annually at the end of each year, is determined by management with the aid of third- party actuaries. 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. For the Canadian pension and other postretirement benefit plans, future expected benefit payments are discounted using spot rates based on a derived AA corporate bond yield curve for each maturity year. A year-end discount rate of 3.51% based on bond yields prevailing at December 31, 2017 (2016 - 3.81%) was considered appropriate by the Company. In 2016, the Company adopted the spot rate approach to measure current service cost and interest cost for all defined benefit pension and other postretirement benefit plans on a prospective basis as a change in accounting estimate. In 2015 and in prior years, these costs were determined using the discount rate used to measure the projected benefit obligation at the beginning of the period. The spot rate approach enhances the precision to which current service cost and interest cost are measured by increasing the correlation between projected cash flows and spot discount rates corresponding to their maturity. Under the spot rate approach, individual spot discount rates along the same yield curve used in the determination of the projected benefit obligation are applied to the relevant projected cash flows for current service cost at the relevant maturity. More specifically, current service cost is measured using the cash flows related to benefits expected to be accrued in the following year by active members of a plan and interest cost is measured using the projected cash flows making up the projected benefit obligation multiplied by the corresponding spot discount rate at each maturity. Use of the spot rate approach does not affect the measurement of the projected benefit obligation. In 2016, the adoption of the spot rate approach increased net periodic benefit income by approximately $130 million compared to the approach applicable in 2015 and prior years. For the year ended December 31, 2017, a 0.25% decrease in the 3.51% discount rate used to determine the projected benefit obligation would have resulted in a decrease of approximately $530 million to the funded status for pensions and would result in a decrease of approximately $25 million to the 2018 projected net periodic benefit income. A 0.25% increase in the discount rate would have resulted in an increase of approximately $500 million to the funded status for pensions and would result in an increase of approximately $20 million to the 2018 projected net periodic benefit income. Expected long-term rate of return assumption The expected long-term rate of return is determined based on expected future performance for each asset class and is weighted based on the investment policy. 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 2017, the Company used a long-term rate of return assumption of 7.00% on the market-related value of plan assets to compute net periodic benefit cost (income). 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. In 2018, the Company will maintain the expected long-term rate of return on plan assets at 7.00% to reflect management’s current view of long-term investment returns. 38 CN | 2017 Annual Report Management’s Discussion and Analysis The assets of the Company’s various plans are primarily held in separate trust funds (“Trusts”) which are diversified by asset type, country and investment 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’ target asset allocation (“Policy”) and related benchmark indices. This Policy is based on a long-term forward-looking view of the world economy, the dynamics of the plans’ benefit obligations, the market return expectations of each asset class and the current state of financial markets. In 2017, the Policy was: 3% cash and short-term investments, 40% bonds and mortgages, 42% equities, 4% real estate, 7% oil and gas and 4% infrastructure and private debt investments. Annually, the CN Investment Division (“Investment Manager”), a division of the Company created to invest and administer the assets of the plans, proposes an investment strategy (“Strategy”) for the coming year, which is expected to differ from the Policy, because of current economic and market conditions and expectations. The Pension and Investment Committee of the Board of Directors (“Committee”) regularly compares the actual asset allocation to the Policy and Strategy and compares the actual performance of the Company’s pension plan assets to the performance of the benchmark indices. The Committee’s approval is required for all major investments in illiquid securities. The SIPP allows for the use of derivative financial instruments to implement strategies, hedge and adjust existing or anticipated exposures. The SIPP prohibits investments in securities of the Company or its subsidiaries. During the last 10 and 15 years ended December 31, 2017, the CN Pension Plan earned an annual average rate of return of 5.53% and 7.66%, respectively. The actual, market-related value and expected rates of return on plan assets for the last five years were as follows: Actual Market-related value Expected 2017 9.2% 9.1% 2016 4.4% 8.2% 2015 5.5% 7.0% 7.00% 7.00% 7.00% 2014 10.1% 7.6% 7.00% 2013 11.2% 7.3% 7.00% 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 (income) of approximately $95 million. Management’s assumption of the expected long-term rate of return is subject to risks and uncertainties 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 return on plan assets. Net periodic benefit income for pensions for 2018 In 2018, the Company expects net periodic benefit income to be approximately $140 million (2017 - $190 million) for all its defined benefit pension plans. The decrease compared to 2017 is primarily due to higher current service cost, interest cost and amortization of actuarial loss, resulting from the decrease in the year-end discount rate from 3.81% in 2016 to 3.51% in 2017. Plan asset allocation Based on the fair value of the assets held as at December 31, 2017, the assets of the Company’s various plans are comprised of 4% in cash and short-term investments, 35% in bonds and mortgages, 37% in equities, 2% in real estate, 6% in oil and gas, 5% in infrastructure and private debt, 9% in absolute return investments, and 2% in risk-factor allocation investments. See Note 12 - Pensions and other postretirement benefits to the Company’s 2017 Annual Consolidated Financial Statements for information on the fair value measurements of such assets. A significant portion of the plans’ assets are invested in publicly traded equity securities whose return is primarily driven by stock market performance. Debt securities also account for a significant portion of the plans' investments and provide a partial offset to the variation in the pension benefit obligation that is driven by changes in the discount rate. The funded status of the plan fluctuates with market conditions and impacts funding requirements. The Company will continue to make contributions to the pension plans that as a minimum meet pension legislative requirements. Rate of compensation increase The rate of compensation increase is determined by the Company based upon its long-term plans for such increases. For 2017, a basic rate of compensation increase of 2.75% was used to determine the projected benefit obligation and the net periodic benefit cost (income). Mortality The Canadian Institute of Actuaries (CIA) published in 2014 a report on Canadian Pensioners’ Mortality (“Report”). The Report contained Canadian pensioners’ mortality tables and improvement scales based on experience studies conducted by the CIA. The CIA’s conclusions were taken into account in selecting management’s best estimate mortality assumption used to calculate the projected benefit obligation as at December 31, 2017, 2016 and 2015. CN | 2017 Annual Report 39 Management’s Discussion and Analysis Funding of pension plans The Company’s main Canadian defined benefit pension plan, the CN Pension Plan, accounts for approximately 93% of the Company’s pension obligation and can produce significant volatility in pension funding requirements, given the pension fund’s size, the many factors that drive the plan’s funded status, and Canadian statutory pension funding requirements. Adverse changes to the assumptions used to calculate the plan’s funding status, particularly the discount rate used for funding purposes, as well as changes to existing federal pension legislation, regulation and guidance could significantly impact the Company’s future contributions. For accounting purposes, the funded status is calculated under generally accepted accounting principles for all pension plans. For funding purposes, the funded status is also calculated under going concern and solvency scenarios as prescribed under pension legislation and subject to guidance issued by the CIA and the Office of the Superintendent of Financial Institutions (OSFI) for all registered Canadian defined benefit pension plans. The Company’s funding requirements are determined upon completion of actuarial valuations. Actuarial valuations are generally required on an annual basis for all Canadian plans, or when deemed appropriate by the OSFI. Actuarial valuations are also required annually for the Company’s U.S. qualified pension plans. The Company’s most recently filed actuarial valuations for funding purposes for its Canadian registered pension plans conducted as at December 31, 2016 indicated a funding excess on a going concern basis of approximately $2.6 billion and a funding excess on a solvency basis of approximately $0.2 billion, calculated using the three-year average of the plans’ hypothetical wind-up ratio in accordance with the Pension Benefit Standards Regulations, 1985. The federal pension legislation requires funding deficits, as calculated under current pension regulations, to be paid over a number of years. Alternatively, a letter of credit can be subscribed to fulfill required solvency deficit payments. The Company’s next actuarial valuations for funding purposes for its Canadian registered pension plans required as at December 31, 2017 will be performed in 2018. These actuarial valuations are expected to identify a funding excess on a going concern basis of approximately $3.0 billion, while on a solvency basis a funding excess of approximately $0.4 billion is expected. Based on the anticipated results of these valuations, the Company expects to make total cash contributions of approximately $120 million for all of the Company’s pension plans in 2018. The Company expects cash from operations and its other sources of financing to be sufficient to meet its 2018 funding obligations. 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 December 31, 2017 CN Pension Plan BC Rail Pension Plan U.S. and other plans Plan assets by category Cash and short-term investments $ 784 $ 31 $ 21 $ Bonds Mortgages Private debt Equities Real estate Oil and gas Infrastructure Absolute return Risk-factor allocation Other (1) Total plan assets Projected benefit obligation at end of year Company contributions in 2017 Employee contributions in 2017 5,915 94 236 6,530 400 1,092 665 1,554 335 49 $ $ $ $ 17,654 16,721 75 56 $ $ $ $ 306 2 5 156 9 24 14 37 8 3 595 534 - - $ $ $ $ 147 1 1 117 1 4 3 6 2 12 315 770 21 - Total 836 6,368 97 242 6,803 410 1,120 682 1,597 345 64 $ $ $ $ 18,564 18,025 96 56 (1) Other consists of operating assets of $94 million and liabilities of $30 million required to administer the Trusts' investment assets and the plans' benefit and funding activities. Additional disclosures are provided in Note 12 – Pensions and other postretirement benefits to the Company’s 2017 Annual Consolidated Financial Statements. 40 CN | 2017 Annual Report Management’s Discussion and Analysis Personal injury and other claims In the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-party personal injuries, occupational disease and property damage, arising out of harm to individuals or property allegedly caused by, but not limited to, derailments or other accidents. Canada Employee injuries are governed by the workers’ compensation legislation in each province whereby employees may be awarded either a lump sum or a future stream of payments depending on the nature and severity of the injury. As such, the provision for employee injury claims is discounted. In the provinces where the Company is self-insured, costs related to employee work-related injuries are accounted for based on actuarially developed estimates of the ultimate cost associated with such injuries, including compensation, health care and third- party administration costs. An actuarial study is generally performed at least on a triennial basis. For all other legal actions, the Company maintains, and regularly updates on a case-by-case basis, provisions for such items when the expected loss is both probable and can be reasonably estimated based on currently available information. In 2017, 2016 and 2015 the Company recorded an increase of $2 million, and a decrease of $11 million and $12 million, respectively, to its provision for personal injuries and other claims in Canada as a result of actuarial valuations for employee injury claims as well as various other legal claims. As at December 31, 2017, 2016 and 2015, the Company’s provision for personal injury and other claims in Canada was as follows: In millions Beginning of year Accruals and other Payments End of year Current portion - End of year 2017 2016 2015 $ $ $ 183 38 (38) 183 40 $ $ $ 191 24 (32) 183 39 $ $ $ 203 17 (29) 191 27 The assumptions used in estimating the ultimate costs for Canadian employee injury claims include, among other factors, 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 through individual settlements. As such, the provision is undiscounted. 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, including asserted and unasserted occupational disease claims, and property damage claims, based on actuarial estimates of their ultimate cost. An actuarial study is performed annually. For employee work-related injuries, including asserted occupational disease claims, and third-party claims, including grade crossing, trespasser and property damage claims, the actuarial valuation considers, among other factors, the Company’s historical patterns of claims filings and payments. For unasserted occupational disease claims, the actuarial valuation 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 valuation with the current claim experience and, if required, adjustments to the liability 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. CN | 2017 Annual Report 41 Management’s Discussion and Analysis In 2017, the Company recorded an increase of $15 million to its provision for U.S. personal injury and other claims attributable to non- occupational disease claims, third-party claims and occupational disease claims pursuant to the 2017 actuarial valuation. In 2016 and 2015, actuarial valuations resulted in an increase of $21 million and decrease of $5 million, respectively. The prior years’ adjustments from the actuarial valuations were mainly attributable to occupational disease claims, non-occupational disease claims and third-party claims reflecting changes in the Company’s estimates of unasserted claims and costs related to asserted claims. The Company has an ongoing risk mitigation strategy focused on reducing the frequency and severity of claims through injury prevention and containment; mitigation of claims; and lower settlements of existing claims. As at December 31, 2017, 2016 and 2015, the Company’s provision for personal injury and other claims in the U.S. was as follows: In millions Beginning of year Accruals and other Payments Foreign exchange End of year Current portion - End of year 2017 2016 2015 $ 118 $ 46 (41) (7) 116 25 $ $ $ $ 105 51 (34) (4) 118 37 $ $ $ 95 22 (30) 18 105 24 For the U.S. personal injury and other claims liability, historical claim data is used to formulate assumptions relating to the expected number of claims and average cost per claim for each year. Changes in any one of these assumptions could materially affect Casualty and other expense as reported in the Company’s results of operations. A 5% change in the asbestos average claim cost or a 1% change in the inflation trend rate for all injury types would result in an increase or decrease in the liability recorded of approximately $2 million. Environmental matters Known existing environmental concerns The Company has identified 150 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 enforcement actions, including those imposed by the U.S. 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 6 sites governed 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 definitively 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 anticipated response actions, taking into account the available clean-up techniques; evolving regulatory standards governing environmental 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 assessments 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 reasonably estimated. The Company estimates the costs related to a particular site using cost scenarios established by external consultants 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 additional 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 expenses, which are classified as Casualty and other in the Consolidated Statements 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. 42 CN | 2017 Annual Report Management’s Discussion and Analysis As at December 31, 2017, 2016 and 2015, the Company’s provision for specific environmental sites was as follows: In millions Beginning of year Accruals and other Payments Foreign exchange End of year Current portion - End of year 2017 2016 2015 86 16 (23) (1) 78 57 $ $ $ 110 $ 6 (29) (1) 86 50 $ $ 114 81 (91) 6 110 51 $ $ $ The Company anticipates that the majority of the liability at December 31, 2017 will be paid out over the next five years. 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 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 identify potential environmental liabilities that may be associated with its properties may result in the identification of additional environmental liabilities and related costs. The magnitude of such additional liabilities and the costs of complying with future environmental laws and containing or remediating contamination cannot be reasonably estimated due to many factors, including:     the lack of specific technical information available with respect to many sites; the absence of any government authority, third-party orders, or claims with respect to particular sites; the potential for new or changed laws and regulations and for development of new remediation technologies and uncertainty regarding the timing of the work with respect to particular sites; and 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 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. Future occurrences In railroad and related transportation operations, it is possible that derailments or other accidents, including spills and releases of hazardous materials, may occur that could cause harm to human health or to the environment. As a result, the Company may incur costs in the future, which may be material, to address any such harm, compliance with laws and other risks, including costs relating to the performance of clean-ups, payment of environmental penalties and remediation obligations, and damages relating to harm to individuals or property. Regulatory compliance The Company may incur significant capital and operating costs associated with environmental regulatory compliance and clean-up requirements, in its railroad operations and relating to its past and present ownership, operation or control of real property. Environmental expenditures that relate to current operations are expensed unless they relate to an improvement to the property. Expenditures that relate to an existing condition caused by past operations and which are not expected to contribute to current or future operations are expensed. Operating expenses related to regulatory compliance activities for environmental matters for the year ended December 31, 2017 amounted to $20 million (2016 - $19 million; 2015 - $20 million). For 2018, the Company expects to incur operating expenses relating to environmental matters in the same range as 2017. In addition, based on the results of its operations and maintenance programs, as well as ongoing environmental audits and other factors, the Company plans for specific capital improvements on an annual basis. Certain of these improvements help ensure facilities, such as fueling stations and waste water and storm water treatment systems, comply with environmental standards and include new construction and the updating of existing systems and/or processes. Other capital expenditures relate to assessing and remediating certain impaired properties. The Company’s environmental capital expenditures for the year ended December 31, 2017 amounted to $21 million (2016 - $15 million; 2015 - $18 million). For 2018, the Company expects to incur capital expenditures relating to environmental matters in the same range as 2017. CN | 2017 Annual Report 43 Management’s Discussion and Analysis Business risks In the normal course of business, the Company is exposed to various business risks and uncertainties that can have an effect on the Company’s results of operations, financial position, or liquidity. While some exposures may be reduced by the Company’s risk management strategies, many risks are driven by external factors beyond the Company’s control or are of a nature which cannot be eliminated. The key areas of business risks and uncertainties described in this section are not the only ones that can affect the Company. Additional risks and uncertainties not currently known to management or that may currently not be considered material by management, could nevertheless also have an adverse effect on the Company’s business. Competition The Company faces significant competition, including from rail carriers and other modes of transportation, and is also affected by its customers’ flexibility to select among various origins and destinations, including ports, in getting their products to market. Specifically, the Company faces competition from Canadian Pacific Railway Company (CP), which operates the other major rail system in Canada and services most of the same industrial areas, commodity resources and population centers as the Company; major U.S. railroads and other Canadian and U.S. railroads; long-distance trucking companies, transportation via the St. Lawrence-Great Lakes Seaway and the Mississippi River and transportation via pipelines. In addition, while railroads must build or acquire and maintain their rail systems, motor carriers and barges are able to use public rights-of-way that are built and maintained by public entities without paying fees covering the entire costs of their usage. Competition is generally based on the quality and the reliability of the service provided, access to markets, as well as price. Factors affecting the competitive position of customers, including exchange rates and energy cost, could materially adversely affect the demand for goods supplied by the sources served by the Company and, therefore, the Company’s volumes, revenues and profit margins. Factors affecting the general market conditions for the Company’s customers can result in an imbalance of transportation capacity relative to demand. An extended period of supply/demand imbalance could negatively impact market rate levels for all transportation services, and more specifically the Company’s ability to maintain or increase rates. This, in turn, could materially and adversely affect the Company’s business, results of operations or financial position. The level of consolidation of rail systems in the U.S. has resulted in larger rail systems that are in a position to compete effectively with the Company in numerous markets. There can be no assurance that the Company will be able to compete effectively against current and future competitors in the transportation industry, and that further consolidation within the transportation industry and legislation allowing for more leniency in size and weight for motor carriers will not adversely affect the Company’s competitive position. No assurance can be given that competitive pressures will not lead to reduced revenues, profit margins or both. Environmental matters The Company’s operations are subject to numerous federal, provincial, 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, storage, transportation, treatment and disposal of waste, hazardous substances and other materials; decommissioning of underground and aboveground storage tanks; and soil and groundwater contamination. A risk of environmental liability is inherent in railroad and related transportation operations; real estate ownership, operation or control; and other commercial activities of the Company with respect to both current and past operations. As a result, the Company incurs significant operating and capital costs, on an ongoing basis, associated with environmental regulatory compliance and clean-up requirements in its railroad operations and relating to its past and present ownership, operation or control of real property. 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 identify potential environmental liabilities that may be associated with its properties may result in the identification of additional environmental liabilities and related costs. In railroad and related transportation operations, it is possible that derailments or other accidents, including spills and releases of hazardous materials, may occur that could cause harm to human health or to the environment. In addition, the Company is also exposed to potential catastrophic liability risk, faced by the railroad industry generally, in connection with the transportation of toxic inhalation hazard materials such as chlorine and anhydrous ammonia, or other dangerous commodities like crude oil and propane that the Company may be required to transport as a result of its common carrier obligations. Therefore, the Company may incur costs in the future, which may be material, to address any such harm, compliance with laws or other risks, including costs relating to the performance of clean-ups, payment of environmental penalties and remediation obligations, and damages relating to harm to individuals or property. 44 CN | 2017 Annual Report Management’s Discussion and Analysis The environmental liability for any given contaminated site varies depending on the nature and extent of the contamination; the available clean-up techniques; evolving regulatory standards governing environmental liability; and the number of potentially responsible parties and their financial viability. As such, the ultimate cost of addressing known contaminated sites cannot be definitively established. Also, additional contaminated sites yet unknown may be discovered or future operations may result in accidental releases. While some exposures may be reduced by the Company’s risk mitigation strategies (including periodic audits, employee training programs, emergency plans and procedures, and insurance), many environmental risks are driven by external factors beyond the Company’s control or are of a nature which cannot be completely eliminated. Therefore, there can be no assurance, notwithstanding the Company’s mitigation strategies, that liabilities or costs related to environmental matters will not be incurred in the future or that environmental matters will not have a material adverse effect on the Company’s results of operations, financial position or liquidity, or reputation. Personal injury and other claims In the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-party personal injuries, occupational disease, and property damage, arising out of harm to individuals or property allegedly caused by, but not limited to, derailments or other accidents. The Company maintains provisions for such items, which it considers to be adequate for all of its outstanding or pending claims and benefits from insurance coverage for occurrences in excess of certain amounts. The final outcome with respect to actions outstanding or pending at December 31, 2017, or with respect to future claims, cannot be predicted with certainty, and therefore there can be no assurance that their resolution 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. Labor negotiations As at December 31, 2017, CN employed a total of 16,597 employees in Canada, of which 12,125, or 73%, were unionized employees and 7,348 employees in the U.S., of which 5,838, or 79%, were unionized employees. The Company’s relationships with its unionized workforce are governed by, amongst other items, collective agreements which are negotiated from time to time. Disputes relating to the renewal of collective agreements could potentially result in strikes, slowdowns and loss of business. Future labor agreements or renegotiated agreements could increase labor and fringe benefits expenses. There can be no assurance that the Company will be able to renew and have its collective agreements ratified without any strikes or lockouts or that the resolution of these collective bargaining negotiations will not have a material adverse effect on the Company’s results of operations or financial position. Canadian workforce The collective agreement with the Teamsters Canada Rail Conference (TCRC) governing approximately 3,000 train conductors and yard coordinators, was renewed for a three-year term, expiring on July 22, 2019, and was ratified by its members on August 4, 2017. The collective agreement with the International Brotherhood of Electrical Workers (IBEW) governing approximately 700 signals and communications workers, was renewed for a five-year term, expiring on December 31, 2021, and was ratified by its members on April 26, 2017. On September 1, 2017, the Company served notice to commence bargaining for the renewal of the collective agreements with the TCRC governing approximately 1,700 locomotive engineers, which expired on December 31, 2017. On January 12, 2018, the TCRC requested conciliation assistance from the Minister of Labour. On January 26, 2018, three conciliation officers were appointed by the Minister of Labour to assist the parties with their negotiations. The collective agreement with the Canadian National Railway Police Association (CNRPA) governing approximately 70 police agents was renewed for a 6-year term, expiring on December 31, 2023, and was ratified by its members on January 21, 2018. The Company’s collective agreements remain in effect until the bargaining process outlined under the Canada Labour Code has been exhausted. U.S. workforce As of January 31, 2018, the Company had in place agreements with bargaining units representing the entire unionized workforce at Grand Trunk Western Railroad Company (GTW), companies owned by Illinois Central Corporation (ICC), companies owned by Wisconsin Central Ltd. (WC), Bessemer & Lake Erie Railroad Company (BLE) and The Pittsburgh and Conneaut Dock Company (PCD). Agreements in place have various moratorium provisions up to 2018, which preserve the status quo in respect of the given collective agreement during the terms of such moratoriums. The general approach to labor negotiations by U.S. Class I railroads is to bargain on a collective national basis with the industry, which GTW, ICC, WC and BLE have agreed to participate in, for collective agreements covering non-operating employees. The National Carriers Conference Committee, (NCCC), representing the rail carriers, has reached a ratified agreement with a union coalition representing six CN | 2017 Annual Report 45 Management’s Discussion and Analysis bargaining units. This agreement resolves contract terms for CN’s signal, dispatcher and fireman/oiler employees. A second tentative agreement with the coalition representing CN’s machinist, electrician, clerical and carmen employees is subject to employee ratification that is expected to conclude in February of 2018. Bargaining continues under the direction of the National Mediation Board with the coalition representing CN’s track laborer and sheet metal worker employee groups. Collective agreements covering operating employees at GTW, ICC, WC, BLE and all employees at PCD continue to be bargained on a local (corporate) basis. Fifteen of the sixteen collective agreements covering approximately 98% of the operating craft employees are currently under renegotiation. Where negotiations are ongoing, the terms and conditions of existing agreements generally continue to apply until new agreements are reached or the processes of the Railway Labor Act have been exhausted. Regulation Economic regulation – Canada The Company’s rail operations in Canada are subject to economic regulation by the Canadian Transportation Agency (“Agency”) under the Canada Transportation Act, which provides rate and service remedies, including final offer arbitration, competitive line rates and mandatory interswitching. It also regulates the maximum revenue entitlement for the movement of regulated grain, charges for railway ancillary services and noise-related disputes. In addition, various Company business transactions must gain prior regulatory approval, with attendant risks and uncertainties. On May 29, 2014, the Fair Rail for Grain Farmers Act came into force, which provides authority to the Government of Canada to establish minimum volumes of grain to be moved by the Company and CP and penalties in the event that thresholds are not met. The Government has not imposed any minimum grain volume requirements since March 28, 2015. Under other provisions of this legislation, the Agency also extended the interswitching distance to 160 kilometers from the previous 30 kilometers limits for all commodities in the provinces of Manitoba, Saskatchewan and Alberta; and issued regulations defining what constitutes “operational terms” for the purpose of rail level of service arbitrations. In the event that a railway fails to fulfill its service level obligations, the Fair Rail for Grain Farmers Act also allows the Agency to order a railway company to pay shippers for expenses incurred. On June 15, 2016, the Government announced that the provisions introduced by the Fair Rail for Grain Farmers Act, which were set to expire on August 1, 2016, had been extended until August 2017. No further extension was adopted and the provisions of this act ceased to apply on August 1, 2017. On May 16, 2017, the federal Minister of Transport (Minister) introduced Bill C-49, the Transportation Modernization Act, which proposes a series of amendments to various federal acts respecting transportation. In addition to reintroducing the provisions found in the Fair Rail for Grain Farmers Act respecting compensation for expenses incurred by shippers and the definition by the Agency of “operational terms” for the purpose of rail level of service arbitrations, Bill C-49 proposes to amend the Canada Transportation Act to, among other things:  expand the Governor in Council’s powers to make regulations requiring major railway companies to provide to the Minister and the Agency      information relating to rates, service and performance; clarify the factors that must be applied in determining whether railway companies are fulfilling their service obligations; enable shippers to obtain terms in their contracts dealing with amounts to be paid in relation to a failure to comply with conditions related to railway companies’ service obligations; create a new remedy for shippers who have access to the lines of only one railway company at the point of origin or destination of the movement of traffic in circumstances where interswitching is not available, also called “long-haul interswitching”; change the process for the transfer and discontinuance of railway lines to, among other things, require railway companies to make certain information available to the Minister and the public and establish a remedy for non-compliance with the process; and change provisions respecting the maximum revenue entitlement for the movement of Western grain and require certain railway companies to provide to the Minister and the public information respecting the movement of grain. On November 1, 2017, the House of Commons completed its review of Bill C-49, which is now before the Senate to complete the parliamentary process before enactment. On June 18, 2016, the liability and compensation regime for rail under the Safe and Accountable Rail Act came into force. Under the regime, railway companies are strictly liable for damages resulting from accidents involving crude oil and are required to maintain minimum liability insurance coverage in respect of losses incurred as a result of a railway accident involving crude oil. The Act creates a fund, capitalized through levies payable by crude oil shippers, to compensate for losses exceeding the railway company’s minimum insurance level. CN has provided the Agency with submissions respecting the adequacy of its insurance coverage and is collecting the levy on crude shipments. As a result of this legislation, the Agency also has jurisdiction to order railway companies to compensate municipalities for the costs incurred in responding to fires caused by railway operations. No assurance can be given that these and any other current or future regulatory or legislative initiatives by the Canadian federal government and agencies will not materially adversely affect the Company’s results of operations or its competitive and financial position. 46 CN | 2017 Annual Report Management’s Discussion and Analysis Economic regulation – U.S. The Company’s U.S. rail operations are subject to economic regulation by the Surface Transportation Board (STB). The STB serves as both an adjudicatory and regulatory body and has jurisdiction over certain railroad rate and service issues and rail restructuring transactions such as mergers, line sales, line construction and line abandonments. As such, various Company business transactions must gain prior regulatory approval and aspects of its pricing and service practices may be subject to challenge, with attendant risks and uncertainties. The STB has undertaken proceedings in the past few years in a number of significant matters that remain pending, as noted below. On December 12, 2013, the STB instituted a proceeding on how to ensure its rate complaint procedures are accessible to grain shippers and provide effective protection against unreasonable grain rates, subsequent to which it received comments and replies. The STB held a hearing on these matters in 2015. On September 7, 2016, the STB issued an advance notice of proposed rulemaking seeking comments on procedures that could comprise a new rate reasonableness methodology for use in very small rate disputes that would be available to shippers of agricultural products and all other commodities. On December 20, 2013, the STB instituted a proceeding to review how it determines the rail industry’s cost of equity capital, and on April 2, 2014, joined it with a proceeding to explore its methodology for determining railroad revenue adequacy, as well as the revenue adequacy component used in judging the reasonableness of rail freight rates. The STB held hearings on these matters in 2015. On October 31, 2016, the STB determined to leave unchanged its method for determining the industry’s cost of equity capital. On April 28, 2017, the STB denied a petition for reconsideration of its October 31, 2016 decision. Conclusions on the other portions of the joined proceedings remain pending. On March 28, 2016, the STB issued a notice of proposed rulemaking to revoke previously granted exemptions of five commodities from regulatory oversight for crushed or broken stone, hydraulic cement, coke produced from coal, primary iron or steel products, and iron or steel scrap, wastes or tailings. On August 3, 2016, the STB issued a notice of proposed rulemaking to adopt revised competitive access regulations to allow a party to seek a reciprocal switching prescription on the grounds that it is either practicable and in the public interest or necessary to provide competitive rail service. Pursuant to the Passenger Rail Investment and Improvement Act of 2008 (PRIIA), the U.S. Congress authorized the STB to investigate any railroad over whose track Amtrak operates that fails to meet heightened performance standards jointly promulgated by the Federal Railroad Administration (FRA) and Amtrak for Amtrak operations extending over two calendar quarters and to determine the cause of such failures. Should the STB commence an investigation and determine that a failure to meet these standards is due to the host railroad’s failure to provide preference to Amtrak, the STB is authorized to assess damages against the host railroad. On January 19, 2012, Amtrak filed a complaint with the STB to commence such an investigation, including a request for damages for preference failures, for allegedly sub- standard performance of Amtrak trains on CN’s ICC and GTW lines. On December 19, 2014, the STB granted Amtrak’s motion to amend its complaint to limit the STB’s investigation to a single Amtrak service on CN’s ICC line. That case was held in abeyance for the STB’s issuance of a final rule on July 28, 2016, defining intercity passenger on-time performance under Section 213 of PRIIA for purposes of triggering such investigations. The rail industry appealed the STB’s final rule in the U.S. Court of Appeals for the Eighth Circuit. On July 12, 2017, the Eighth Circuit concluded that the STB exceeded its authority in adopting its final rule and vacated the STB’s final rule. On November 9, 2017, Amtrak and some other passenger groups sought review from the United States Supreme Court. The Government did not seek review from the Supreme Court. In a separate case, the industry had previously challenged as unconstitutional Congress’ delegation to Amtrak and the FRA of joint authority to promulgate the PRIIA performance standards. On March 23, 2017, the U.S. District Court for the District of Columbia concluded that Section 207 of PRIIA was void and unconstitutional and vacated the performance standards. The Government defendants are challenging this decision in the U.S. Court of Appeals for the District of Columbia, and an oral argument will be scheduled in 2018. Amtrak’s complaint filed under Section 213 of PRIIA against CN for allegedly sub-standard performance of Amtrak trains on CN’s ICC line is still pending. On April 26, 2017, the STB denied a reopening petition filed by the Village of Barrington, Illinois and the Illinois Department of Transportation on January 10, 2017 seeking to have the STB extend its monitoring and oversight condition on CN’s 2009 acquisition of the Elgin, Joliet and Eastern Railway (EJ&E) for two years beyond its scheduled January 23, 2017 expiration and for a grade separation condition at the intersection of U.S. Route 14 and the EJ&E line in Barrington at CN’s expense. On May 16, 2017, the Village of Barrington filed a petition seeking reconsideration of the STB’s April 26, 2017 decision concerning the request for the grade separation condition and filed a motion to supplement its petition on September 12, 2017. On October 30, 2017, the STB denied the petition for reconsideration of the grade separation condition. On December 19, 2017, the Village of Barrington petitioned the U.S. Court of Appeals, seeking review of the STB’s October 30, 2017 decision. No assurance can be given that these and any other current or future regulatory or legislative initiatives by the U.S. federal government and agencies will not materially adversely affect the Company’s results of operations or its competitive and financial position. CN | 2017 Annual Report 47 Management’s Discussion and Analysis Safety regulation – Canada The Company’s rail operations in Canada are subject to safety regulation by the Minister under the Railway Safety Act as well as the rail portions of other safety-related statutes, which are administered by Transport Canada. The Company may be required to transport toxic inhalation hazard materials as a result of its common carrier obligations and, as such, is exposed to additional regulatory oversight in Canada. The Transportation of Dangerous Goods Act, also administered by Transport Canada, establishes the safety requirements for the transportation of goods classified as dangerous and enables the adoption of regulations for security training and screening of personnel working with dangerous goods, as well as the development of a program to require a transportation security clearance for dangerous goods and tracking of dangerous goods during transport. Following a significant derailment involving a non-related short-line railroad in the town of Lac-Mégantic, within the province of Quebec on July 6, 2013, several measures have been taken by Transport Canada to strengthen the safety of the railway and transportation of dangerous goods systems in Canada. Amendments to the Railway Safety Act and Transportation of Dangerous Goods Act include requirements for classification and sampling of crude oil, the provision of yearly aggregate information on the nature and volume of dangerous goods the company transports by rail through designated municipalities, and new speed limit restrictions of 40 miles per hour for certain trains carrying dangerous commodities. Additional requirements were also introduced for railway companies to conduct route assessments for rail corridors handling significant volumes of dangerous goods, have an Emergency Response Assistance Plan in order to ship large volumes of flammable liquids, and provide municipalities and first responders with data on dangerous goods to improve emergency planning, risk assessment, and training. In 2014, Transport Canada’s new Grade Crossings Regulations under the Railway Safety Act came into force, which establish specific standards for new grade crossings and requirements that existing crossings be upgraded to basic safety standards by November 2021, as well as safety related data that must be provided by railway companies on an annual basis. The Company has complied with the information requirements by providing road authorities with specific information respecting public grade crossings. In 2015, Transport Canada issued rules prohibiting the use of certain DOT-111 tank cars for the transportation of dangerous goods, and announced a new standard for tank cars transporting flammable liquid dangerous goods. The new standard, called TC-117, establishes enhanced construction specifications along with a phase out schedule for DOT-111 and CPC-1232 tank cars. On July 25, 2016, Transport Canada issued a Protective Direction which accelerated the phasing out of DOT-111 tank cars in crude oil service by November 1, 2016. On June 1, 2016, the Minister made amendments to the Transportation of Dangerous Goods Regulations under the Transportation of Dangerous Goods Act to improve reporting requirements by carriers respecting shipments of dangerous goods to enhance public safety and improve local emergency response. On April 26, 2017, the Minister initiated the review of the Railway Safety Act, which was initially scheduled for 2018, and a panel of three persons was appointed to proceed with the review. The Panel will provide a report with recommendations by May 2018. On May 16, 2017, the Minister introduced Bill C-49 which, if enacted, in addition to the proposed amendments to federal acts already discussed, will amend the Railway Safety Act to prohibit a railway company from operating railway equipment unless the equipment is fitted with prescribed recording instruments and prescribed information is recorded using those instruments, collected and preserved. The enactment also specifies the circumstances in which the prescribed information that is recorded can be used and communicated by companies, the Minister and railway safety inspectors. On June 9, 2017, Transport Canada’s Locomotive Emissions Regulations under the Railway Safety Act came into force. The regulations seek to limit air pollution by establishing emission standards and test procedures for new locomotives, and align Canadian standards with U.S. regulations. The new regulations require railway companies to meet emission standards, undertake emission testing, and adhere to anti-idling provisions, in addition to requirements for labelling, testing, record keeping and reporting. CN's locomotives in service at this time are not required to meet the emission standards or the testing and labelling requirements, though when they are removed from service to be remanufactured, refurbished or upgraded, they must meet the new requirements before they are placed back into service. On June 24, 2017, Transport Canada proposed new regulations aimed at lowering the risk of terrorism on the Canadian rail system, entitled Transportation of Dangerous Goods by Rail Security Regulations. The proposed regulations would require all rail carriers to proactively engage in security planning processes and manage security risks, by introducing security awareness training for employees, security plans that include measures to address assessed risks, and security plan training for employees with duties related to the security plan or security sensitive dangerous goods. Rail carriers would also have to conduct security inspections of certain railway vehicles containing dangerous goods, report potential security threats and concerns to the Canadian Transport Emergency Centre, and employ a rail security coordinator. No assurance can be given that these and any other current or future regulatory or legislative initiatives by the Canadian federal government and agencies will not materially adversely affect the Company’s results of operations or its competitive and financial position. 48 CN | 2017 Annual Report Management’s Discussion and Analysis Safety regulation – U.S. The Company’s U.S. rail operations are subject to safety regulation by the FRA under the Federal Railroad Safety Act as well as rail portions of other safety statutes, with the transportation of certain hazardous commodities also governed by regulations promulgated by the Pipeline and Hazardous Materials Safety Administration (PHMSA). PHMSA requires carriers operating in the U.S. to report annually the volume and route-specific data for cars containing these commodities; conduct a safety and security risk analysis for each used route; identify a commercially practicable alternative route for each used route; and select for use the practical route posing the least safety and security risk. In addition, the Transportation Security Administration (TSA) requires rail carriers to provide upon request, within five minutes for a single car and 30 minutes for multiple cars, location and shipping information on cars on their networks containing toxic inhalation hazard materials and certain radioactive or explosive materials; and ensure the secure, attended transfer of all such cars to and from shippers, receivers and other carriers that will move from, to, or through designated high-threat urban areas. On October 16, 2008, the U.S. Congress enacted the Rail Safety Improvement Act of 2008, which required all Class I railroads and intercity passenger and commuter railroads to implement a PTC system by December 31, 2015 on mainline track where intercity passenger railroads and commuter railroads operate and where toxic inhalation hazard materials of certain thresholds are transported. PTC is a collision avoidance technology designed to override locomotive controls and prevent train-to-train collisions, overspeed derailments, misaligned switch derailments, and unauthorized incursions onto established work zones. Pursuant to the Positive Train Control Enforcement and Implementation Act of 2015 and the FAST Act of 2015, Congress extended the PTC installation deadline until December 31, 2018, with the option for a railroad carrier to complete full implementation by no later than December 31, 2020, provided certain milestones are met by the end of 2018. The Company is progressing its implementation of PTC pursuant to the law and is working with the FRA and other Class I railroads to satisfy the Congressionally mandated requirements. The implementation of PTC will result in additional capital expenditures and operating costs, and may result in reduced operational efficiency and service levels. In addition to potential service interruptions, noncompliance with these or other laws and regulations may subject the Company to fines and/or penalties. In the aftermath of the July 2013 Lac-Mégantic derailment, the FRA issued Emergency Order No. 28, Notice No. 1 on August 2, 2013 directing that railroads take specific actions regarding unattended trains transporting specified hazardous materials, including securement of these trains. That same day, the FRA and PHMSA issued Safety Advisory 2013-06, which made recommendations to railroads on issues including crew staffing practices and operational testing to ensure employees’ compliance with securement-related rules, as well as recommendations to shippers of crude oil to be transported by rail. In addition, the railroad industry has acted on its own to enhance rail safety in light of the Lac-Mégantic derailment and fire. Effective August 5, 2013, the Association of American Railroads (AAR) amended the industry’s Recommended Railroad Operating Practices for Transportation of Hazardous Materials by expanding the definition of a “key train” (for which heightened operating safeguards are required). On May 8, 2015, PHMSA issued a final rule in coordination with the FRA, containing new requirements for tank cars moving in high- hazard flammable trains (HHFTs) and related speed restrictions, as well as other requirements, including the use of electronically controlled pneumatic (ECP) brakes. To be used in an HHFT, new tank cars constructed after October 1, 2015 have to meet enhanced DOT-117 design or performance criteria, while existing tank cars will have to be retrofitted based on a DOT-prescribed schedule. On June 12, 2015, the AAR filed an administrative appeal with PHMSA challenging, among other matters, the agency’s requirement for railroads to install ECP brakes on certain HHFTs. On November 6, 2015, PHMSA denied the AAR’s administrative appeal. However, as part of the surface transportation reauthorization bill known as the FAST Act, which was enacted on December 4, 2015, Congress substituted certain modified requirements supported by the industry, and also provided for re-visitation of the ECP brake requirement through an 18-month independent study of the costs, benefits and operational impacts of ECP brakes to be conducted by the Government Accountability Office, in addition to further testing. On December 13, 2017, after completing its review of an updated regulatory impact analysis published by PHMSA in October of 2017, the Department of Transportation determined that the final rule’s ECP brake requirements were not economically justified. On March 15, 2016, the FRA issued a notice of proposed rulemaking establishing a requirement for a minimum of two crewmembers on most train movements, with the second crewmember needing to be physically located on the train, except in certain circumstances. The FRA will consider possible scenarios for use of a one person crew, but some element of a safety assessment will be involved with each scenario. On July 13, 2016, in coordination with the FRA, PHMSA announced proposed regulations for oil spill response plans and information sharing for high-hazard flammable trains to improve oil spill response readiness and mitigate effects of oil-related rail incidents. On January 10, 2017, PHMSA issued an advance notice of proposed rulemaking to consider whether to establish vapor pressure limits for unrefined petroleum-based products and other flammable liquid hazardous materials when transported by rail and other modes. No assurance can be given that these and any other current or future regulatory or legislative initiatives by the U.S. federal government and agencies will not materially adversely affect the Company’s results of operations or its competitive and financial position. CN | 2017 Annual Report 49 Management’s Discussion and Analysis Other regulation – Canada Bill C-49, introduced on May 16, 2017, proposes to amend the CN Commercialization Act to increase the maximum proportion of voting shares of CN that can be owned or controlled, directly or indirectly, by any one person together with his or her associates to 25%, up from the 15% limit imposed since CN became a public company in 1995. Regulation – Vessels The Company’s vessel operations are subject to regulation by the U.S. Coast Guard and the Department of Transportation, Maritime Administration, which regulate the ownership and operation of vessels operating on the Great Lakes and in U.S. coastal waters. In addition, the Environmental Protection Agency has authority to regulate air emissions from these vessels. The Federal Maritime Commission, which has authority over oceanborne transport of cargo into and out of the U.S., initiated a Notice of Inquiry in 2011 to examine whether the U.S. Harbor Maintenance Tax and other factors may be contributing to the diversion of U.S.-bound cargo to Canadian and Mexican seaports, which could affect CN rail operations. While legislative initiatives have been launched since then, no further action was taken in the Senate or the House of Representatives as of the date of this MD&A. Security The Company is subject to statutory and regulatory directives in the U.S. addressing homeland security concerns. In the U.S., safety matters related to security are overseen by the TSA, which is part of the U.S. Department of Homeland Security (DHS) and PHMSA, which, like the FRA, is part of the U.S. Department of Transportation. Border security falls under the jurisdiction of U.S. Customs and Border Protection (CBP), which is part of the DHS. In Canada, the Company is subject to regulation by the Canada Border Services Agency (CBSA). Matters related to agriculture-related shipments crossing the Canada/U.S. border also fall under the jurisdiction of the U.S. Department of Agriculture (USDA) and the Food and Drug Administration (FDA) in the U.S. and the Canadian Food Inspection Agency (CFIA) in Canada. More specifically, the Company is subject to:  Border security arrangements, pursuant to an agreement the Company and CP entered into with the CBP and the CBSA.  The CBP’s Customs-Trade Partnership Against Terrorism (C-TPAT) program and designation as a low-risk carrier under CBSA’s Customs Self-Assessment (CSA) program.  Regulations imposed by the CBP requiring advance notification by all modes of transportation for all shipments into the U.S. The CBSA is also working on similar requirements for Canada-bound traffic.  Inspection for imported fruits and vegetables grown in Canada and the agricultural quarantine and inspection (AQI) user fee for all traffic entering the U.S. from Canada.  Gamma ray screening of cargo entering the U.S. from Canada, and potential security and agricultural inspections at the Canada/U.S. border. The Company has worked with the AAR to develop and put in place an extensive industry-wide security plan to address terrorism and security-driven efforts by state and local governments seeking to restrict the routings of certain hazardous materials. If such state and local routing restrictions were to go into force, they would be likely to add to security concerns by foreclosing the Company’s most optimal and secure transportation routes, leading to increased yard handling, longer hauls, and the transfer of traffic to lines less suitable for moving hazardous materials, while also infringing upon the exclusive and uniform federal oversight over railroad security matters. While the Company will continue to work closely with the CBSA, CBP, and other Canadian and U.S. agencies, as described above, no assurance can be given that these and future decisions by the U.S., Canadian, provincial, state, or local governments on homeland security matters, legislation on security matters enacted by the U.S. Congress or Parliament, or joint decisions by the industry in response to threats to the North American rail network, will not materially adversely affect the Company’s results of operations, or its competitive and financial position. Transportation of hazardous materials As a result of its common carrier obligations, the Company is legally required to transport toxic inhalation hazard materials regardless of risk or potential exposure or loss. A train accident involving the transport of these commodities could result in significant costs and claims for personal injury, property damage, and environmental penalties and remediation in excess of insurance coverage for these risks, which may materially adversely affect the Company’s results of operations, or its competitive and financial position. Economic conditions The Company, like other railroads, is susceptible to changes in the economic conditions of the industries and geographic areas that produce and consume the freight it transports or the supplies it requires to operate. In addition, many of the goods and commodities carried by the Company experience cyclicality in demand. For example, the volatility in domestic and global energy markets could impact the demand for transportation services as well as impact the Company’s fuel costs and surcharges. In addition, the volatility in other commodity markets 50 CN | 2017 Annual Report Management’s Discussion and Analysis such as coal and iron ore could have an impact on volumes. Many of the bulk commodities the Company transports move offshore and are affected more by global rather than North American economic conditions. Adverse North American and global economic conditions, or economic or industrial restructuring, that affect the producers and consumers of the commodities carried by the Company, including customer insolvency, may have a material adverse effect on the volume of rail shipments and/or revenues from commodities carried by the Company, and thus materially and negatively affect its results of operations, financial position, or liquidity. Pension funding volatility The Company’s funding requirements for its defined benefit pension plans are determined using actuarial valuations. See the section of this MD&A entitled Critical accounting estimates – Pensions and other postretirement benefits for information relating to the funding of the Company’s defined benefit pension plans. Adverse changes with respect to pension plan returns and the level of interest rates from the date of the last actuarial valuations as well as changes to existing federal pension legislation may significantly impact future pension contributions and have a material adverse effect on the funding status of the plans and the Company’s results of operations. There can be no assurance that the Company’s pension expense and funding of its defined benefit pension plans will not increase in the future and thereby negatively impact earnings and/or cash flow. Reliance on technology and related cybersecurity risk The Company relies on information technology in all aspects of its business. While the Company has business continuity and disaster recovery plans, as well as other security and mitigation programs in place to protect its operations, information and technology assets, a cybersecurity attack and significant disruption or failure of its information technology and communications systems could result in service interruptions, safety failures, security violations, regulatory compliance failures or other operational difficulties, leading to possible litigation and regulatory oversight. Security threats are evolving, and can come from nation states, organized criminals, hacktivists and others with malicious intent. A security incident could compromise corporate information and assets, as well as operations. If the Company is unable to restore service or to acquire or implement any needed 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. The Company is investing to meet evolving network and data security expectations and regulations, in an effort to mitigate the impact a security incident might have on the Company’s results of operations, financial position or liquidity. The final outcome of a potential security incident cannot be predicted with certainty, and therefore there can be no assurance that its resolution will not have a material adverse effect on the Company’s reputation, goodwill, results of operations, financial position or liquidity, in a particular quarter or fiscal year. Trade restrictions Global as well as North American trade conditions, including trade barriers on certain commodities, may interfere with the free circulation of goods across Canada and the U.S. or the cost associated therewith. On October 12, 2015, the Softwood Lumber Agreement (SLA) between Canada and the U.S. expired. The SLA included a clause that prevented the U.S. from launching any trade action against Canadian producers for one year after the expiration date of the SLA. This moratorium period ended on October 12, 2016 and a new agreement still has not been entered into. On January 3, 2018, based on affirmative final determinations by both the U.S. Department of Commerce and the U.S. International Trade Commission, antidumping and countervailing duty orders were imposed on imports of Canadian softwood lumber to the U.S. based on a company-specific rate for mandatory respondents and a weighted-average rate for all others of 14.99% for countervailing duties and 6.04% for antidumping duties. Canada responded to the imposition by the U.S. of antidumping and countervailing duties, in connection with lumber and other commodities, by filing a complaint with the World Trade Organization. The first six rounds of talks between Canada, the United States and Mexico to renegotiate the North American Free Trade Agreement (NAFTA) took place in the months of August 2017 to January 2018. It is too early to assess the potential outcome of the NAFTA negotiations and as such, there can be no assurance that the outcome of such negotiations or other potential trade actions taken by the Canadian and U.S. federal governments and agencies will not materially adversely affect the volume of rail shipments and/or revenues from commodities carried by the Company, and thus materially and negatively impact earnings and/or cash flow. Terrorism and international conflicts Potential terrorist actions can have a direct or indirect impact on the transportation infrastructure, including railway infrastructure in North America, and can interfere with the free flow of goods. Rail lines, facilities and equipment could be directly targeted or become indirect casualties, which could interfere with the free flow of goods. International conflicts can also have an impact on the Company’s markets. Government response to such events could adversely affect the Company’s operations. Insurance premiums could also increase significantly or coverage could become unavailable. CN | 2017 Annual Report 51 Management’s Discussion and Analysis Customer credit risk In the normal course of business, the Company monitors the financial condition and credit limits of its customers and reviews the credit history of each new customer. Although the Company believes there are no significant concentrations of credit risk, economic conditions can affect the Company’s customers and can result in an increase to the Company’s credit risk and exposure to the business failures of its customers. A widespread deterioration of customer credit and business failures of customers could have a material adverse effect on the Company’s results of operations, financial position or liquidity. Liquidity Disruptions in the financial markets or deterioration of the Company’s credit ratings could hinder the Company’s access to external sources of funding to meet its liquidity needs. There can be no assurance that changes in the financial markets will not have a negative effect on the Company’s liquidity and its access to capital at acceptable rates. Supplier concentration The Company operates in a capital-intensive industry where the complexity of rail equipment limits the number of suppliers available. The supply market could be disrupted if changes in the economy caused any of the Company’s suppliers to cease production or to experience capacity or supply shortages. This could also result in cost increases to the Company and difficulty in obtaining and maintaining the Company’s rail equipment and materials. Since the Company also has foreign suppliers, international relations, trade restrictions and global economic and other conditions may potentially interfere with the Company’s ability to procure necessary equipment. Widespread business failures of, or restrictions on suppliers, could have a material adverse effect on the Company’s results of operations or financial position. Availability of qualified personnel The Company, like other companies in North America, may experience demographic challenges in the employment levels of its workforce. Changes in employee demographics, training requirements and the availability of qualified personnel, particularly locomotive engineers and trainmen, could negatively impact the Company’s ability to meet demand for rail service. The Company expects that approximately 25% of its workforce will be eligible to retire or leave through normal attrition (death, termination, resignation) within the next five-year period. The Company monitors employment levels and seeks to ensure that there is an adequate supply of personnel to meet rail service requirements. However, the Company’s efforts to attract and retain qualified personnel may be hindered by specific conditions in the job market. No assurance can be given that demographic or other challenges will not materially adversely affect the Company’s results of operations or its financial position. Fuel costs The Company, like other railroads, is susceptible to the volatility of fuel prices due to changes in the economy or supply disruptions. Fuel shortages can occur due to refinery disruptions, production quota restrictions, climate, and labor and political instability. Increases in fuel prices or supply disruptions may materially adversely affect the Company’s results of operations, financial position or liquidity. Foreign exchange The Company conducts its business in both Canada and the U.S. and as a result, is affected by currency fluctuations. Changes in the exchange rate between the Canadian dollar and other currencies (including the US dollar) make the goods transported by the Company more or less competitive in the world marketplace and thereby may adversely affect the Company’s revenues and expenses. Interest rates The Company is exposed to interest rate risk relating to the Company’s long-term debt. The Company mainly issues fixed-rate debt, which exposes the Company to variability in the fair value of the debt. The Company also issues debt with variable interest rates, which exposes the Company to variability in interest expense. Adverse changes to market interest rates may significantly impact the fair value or future cash flows of the Company’s financial instruments. There can be no assurance that changes in the market interest rates will not have a negative effect on the Company’s liquidity. Transportation network disruptions Due to the integrated nature of the North American freight transportation infrastructure, the Company’s operations may be negatively affected by service disruptions of other transportation links such as ports and other railroads which interchange with the Company. A significant prolonged service disruption of one or more of these entities could have an adverse effect on the Company’s results of operations, financial position or liquidity. Furthermore, deterioration in the cooperative relationships with the Company’s connecting carriers could directly affect the Company’s operations. 52 CN | 2017 Annual Report Management’s Discussion and Analysis Severe weather The Company’s success is dependent on its ability to operate its railroad efficiently. Severe weather and natural disasters, such as extreme cold or heat, flooding, droughts, fires, hurricanes and earthquakes, can disrupt operations and service for the railroad, affect the performance of locomotives and rolling stock, as well as disrupt operations for both the Company and its customers. Business interruptions resulting from severe weather could result in increased costs, increased liabilities and lower revenues, which could have a material adverse effect on the Company’s results of operations, financial condition or liquidity. Climate change Climate change, including the impact of global warming, has the potential physical risk of increasing the frequency of adverse weather events, which can disrupt the Company’s operations, damage its infrastructure or properties, and could affect the markets for, or the volume of, the goods the Company carries or otherwise have a material adverse effect on the Company’s results of operations, financial position or liquidity. Government action to address climate change could also affect CN. In October 2016, the Canadian federal government announced its planned approach to pricing carbon pollution. Under the new plan, all Canadian jurisdictions will be required to have carbon pricing in place by 2018, with the price on carbon pollution starting at a minimum of $10 per tonne in 2018, rising by $10 a year to reach $50 per tonne in 2022. Many Canadian jurisdictions have already introduced carbon pricing or other economic instruments such as cap and trade systems which set limits on emissions. In recent years, the U.S. Congress has considered various bills concerning climate change. Bills that would regulate greenhouse gas emissions have not received sufficient Congressional support for enactment, although some form of U.S. climate change legislation is possible in the future. While CN is continually focused on efficiency improvements, including by reducing its carbon footprint, caps, taxes, or other controls on emissions of greenhouse gasses increase the Company’s capital and operating costs (and the company may not be able to offset such impact, including, for example, through higher freight rates). Climate change legislation and regulation could also affect CN’s customers; make it difficult for CN’s customers to produce products in a cost-competitive manner due to increased energy costs; and increase legal costs related to defending and resolving legal claims and other litigation related to climate change. Controls and procedures The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2017, have concluded that the Company’s disclosure controls and procedures were effective. During the fourth quarter ended December 31, 2017, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. As of December 31, 2017, 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 (2013). Based on this assessment, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2017, and issued Management’s Report on Internal Control over Financial Reporting dated January 31, 2018 to that effect. CN | 2017 Annual Report 53 Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2017. KPMG LLP, an independent registered public accounting firm, has issued an unqualified audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 and has also expressed an unqualified audit opinion on the Company’s 2017 consolidated financial statements as stated in their Reports of Independent Registered Public Accounting Firm dated January 31, 2018. (s) Luc Jobin President and Chief Executive Officer January 31, 2018 (s) Ghislain Houle Executive Vice-President and Chief Financial Officer January 31, 2018 54 CN | 2017 Annual Report Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of the Canadian National Railway Company: Opinion on the financial statements We have audited the accompanying consolidated balance sheets of the Canadian National Railway Company (the "Company") as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three‐year period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and its consolidated results of operations and cash flows for each of the years in the three‐ year period ended December 31, 2017, in conformity with United States generally accepted accounting principles. Report on internal control over financial reporting We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated January 31, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB and in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We conducted our audits in accordance with the standards of the PCAOB and in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. (s) KPMG LLP* We have served as the Company's auditor since 1992. Montréal, Canada January 31, 2018 * CPA auditor, CA, public accountancy permit No. A123145 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. CN | 2017 Annual Report 55 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of the Canadian National Railway Company: Opinion on internal control over financial reporting We have audited the Canadian National Railway Company’s (the "Company") internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Report on the financial statements We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and Canadian generally accepted auditing standards, the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three‐year period ended December 31, 2017, and the related notes, and our report dated January 31, 2018 expressed an unqualified opinion on those consolidated financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB and in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. (s) KPMG LLP* Montréal, Canada January 31, 2018 *CPA auditor, CA, public accountancy permit No. A123145 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. 56 CN | 2017 Annual Report Consolidated Statements of Income In millions, except per share data Year ended December 31, 2017 2016 2015 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 3) Income before income taxes Income tax recovery (expense) (Note 4) Net income Earnings per share (Note 5) Basic Diluted Weighted-average number of shares (Note 5) Basic Diluted See accompanying notes to consolidated financial statements. $ 13,041 $ 12,037 $ 12,611 2,221 1,769 1,362 1,281 418 432 7,483 5,558 (481) 12 5,089 395 2,119 1,592 1,051 1,225 375 363 6,725 5,312 (480) 95 4,927 (1,287) 2,406 1,729 1,285 1,158 373 394 7,345 5,266 (439) 47 4,874 (1,336) $ $ $ 5,484 $ 3,640 $ 3,538 7.28 7.24 $ $ 4.69 4.67 $ $ 4.42 4.39 753.6 757.3 776.0 779.2 800.7 805.1 Consolidated Statements of Comprehensive Income In millions Net income Year ended December 31, 2017 2016 2015 $ 5,484 $ 3,640 $ 3,538 Other comprehensive income (loss) (Note 15) Net gain (loss) on foreign currency translation Net change in pension and other postretirement benefit plans (Note 12) Other comprehensive income (loss) before income taxes Income tax recovery (expense) Other comprehensive income (loss) Comprehensive income See accompanying notes to consolidated financial statements. (197) (224) (421) (5) (426) (45) (694) (739) 148 (591) 249 306 555 105 660 $ 5,058 $ 3,049 $ 4,198 CN | 2017 Annual Report 57 Consolidated Balance Sheets In millions Assets Current assets Cash and cash equivalents Restricted cash and cash equivalents (Note 10) Accounts receivable (Note 6) Material and supplies Other current assets Total current assets Properties (Note 7) Pension asset (Note 12) Intangible and other assets (Note 8) Total assets Liabilities and shareholders’ equity Current liabilities Accounts payable and other (Note 9) Current portion of long-term debt (Note 10) Total current liabilities Deferred income taxes (Note 4) Other liabilities and deferred credits (Note 11) Pension and other postretirement benefits (Note 12) Long-term debt (Note 10) Shareholders’ equity Common shares (Note 13) Common shares in Share Trusts (Note 13) Additional paid-in capital (Note 13) Accumulated other comprehensive loss (Note 15) Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity See accompanying notes to consolidated financial statements. December 31, 2017 2016 $ 70 483 984 424 229 2,190 34,189 994 256 $ 176 496 875 363 197 2,107 33,755 907 288 $ 37,629 $ 37,057 $ $ 1,903 2,080 3,983 6,953 590 699 8,748 3,780 (168) 242 (2,784) 15,586 16,656 1,519 1,489 3,008 8,473 593 694 9,448 3,730 (137) 364 (2,358) 13,242 14,841 $ 37,629 $ 37,057 On behalf of the Board of Directors: (s) Robert Pace Director (s) Luc Jobin Director 58 CN | 2017 Annual Report Consolidated Statements of Changes in Shareholders’ Equity In millions Number of common shares Common Accumulated shares Additional other Total Outstanding Trusts Share Common shares in Share Trusts paid-in comprehensive capital loss Retained shareholders’ earnings equity Balance at December 31, 2014 809.4 - $ 3,718 $ - $ 439 $ (2,427) $ 11,740 $ 13,470 Net income Stock options exercised Settlement of equity settled awards Stock-based compensation expense and other 2.5 91 4 (17) (8) 61 3,538 3,538 74 (4) 58 (3) Repurchase of common shares (Note 13) (23.3) (108) (1,642) (1,750) Share purchases by Share Trusts (Note 13) (1.4) 1.4 (100) Other comprehensive income (Note 15) Dividends ($1.25 per share) 660 (996) (100) 660 (996) Balance at December 31, 2015 787.2 1.4 3,705 (100) 475 (1,767) 12,637 14,950 Net income Stock options exercised Settlement of equity settled awards Stock-based compensation expense and other 1.6 73 79 Repurchase of common shares (Note 13) (26.4) (127) Share purchases by Share Trusts (Note 13) Share settlements by Share Trusts (Note 13) (0.7) 0.7 0.3 (0.3) (60) 23 Other comprehensive loss (Note 15) Dividends ($1.50 per share) (12) (138) 62 (23) 3,640 3,640 61 (59) (3) 59 (1,873) (2,000) (591) (1,159) (60) - (591) (1,159) Balance at December 31, 2016 762.0 1.8 3,730 (137) 364 (2,358) 13,242 14,841 Net income Stock options exercised Settlement of equity settled awards Stock-based compensation expense and other 1.2 68 84 Repurchase of common shares (Note 13) (20.4) (102) Share purchases by Share Trusts (Note 13) Share settlements by Share Trusts (Note 13) (0.5) 0.5 0.3 (0.3) (55) 24 Other comprehensive loss (Note 15) Dividends ($1.65 per share) (10) (166) 78 (24) 5,484 5,484 58 (82) (3) 75 (1,898) (2,000) (426) (1,239) (55) - (426) (1,239) Balance at December 31, 2017 742.6 2.0 $ 3,780 $ (168) $ 242 $ (2,784) $ 15,586 $ 16,656 See accompanying notes to consolidated financial statements. CN | 2017 Annual Report 59 Consolidated Statements of Cash Flows In millions Year ended December 31, 2017 2016 2015 Operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Deferred income taxes (Note 4) Gain on disposal of property (Note 3) Changes in operating assets and liabilities: Accounts receivable Material and supplies Accounts payable and other Other current assets Pensions and other, net $ 5,484 $ 3,640 $ 3,538 1,281 (1,195) - X (125) (70) 418 (80) (197) 1,225 704 (76) (3) (2) (51) 21 (256) 1,158 600 - 188 4 (282) 46 (112) Net cash provided by operating activities 5,516 5,202 5,140 Investing activities Property additions Disposal of property (Note 3) Other, net Net cash used in investing activities (1) Financing activities Issuance of debt (Note 10) Repayment of debt (Note 10) Net issuance of commercial paper (Note 10) Settlement of foreign exchange forward contracts on long-term debt Issuance of common shares for stock options exercised (Note 14) Withholding taxes remitted on the net settlement of equity settled awards (Note 14) Repurchase of common shares (Note 13) Purchase of common shares for settlement of equity settled awards Purchase of common shares by Share Trusts (Note 13) Dividends paid (2,673) - (65) (2,695) 85 (72) (2,706) - (61) (2,738) (2,682) (2,767) 916 (841) 379 (15) 58 (57) (2,016) (25) (55) (1,239) 1,509 (955) 137 (21) 61 (44) (1,992) (15) (60) (1,159) 841 (752) 451 - 79 (2) (1,742) (2) (100) (996) Net cash used in financing activities (2,895) (2,539) (2,223) Effect of foreign exchange fluctuations on US dollar-denominated cash, cash equivalents, restricted cash, and restricted cash equivalents (2) 15 11 Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (1) (119) (4) 161 Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year (1) 672 676 Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year (1) Cash and cash equivalents, end of year Restricted cash and cash equivalents, end of year Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year (1) Supplemental cash flow information Interest paid Income taxes paid (Note 4) $ $ $ $ $ 553 $ 70 $ 483 672 $ 176 $ 496 515 676 153 523 553 $ 672 $ 676 (477) $ (712) $ (470) $ (653) $ (432) (725) (1) The Company adopted Accounting Standards Update 2016-18 in the first quarter of 2017 on a retrospective basis. Comparative balances have been reclassified to conform to the current presentation. See Note 2 – Recent accounting pronouncements for additional information. See accompanying notes to consolidated financial statements. 60 CN | 2017 Annual Report Notes to Consolidated Financial Statements Contents 1 Summary of significant accounting policies 2 Recent accounting pronouncements 3 Other income 4 Income taxes 5 Earnings per share 6 Accounts receivable 7 Properties 8 Intangible and other assets 9 Accounts payable and other 10 Long-term debt 11 Other liabilities and deferred credits 12 Pensions and other postretirement benefits 13 Share capital 14 Stock-based compensation 15 Accumulated other comprehensive loss 16 Major commitments and contingencies 17 Financial instruments 18 Segmented information 19 Subsequent event 62 66 68 68 70 71 71 72 72 73 75 75 83 84 89 90 94 95 96 CN | 2017 Annual Report 61 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 cities and ports of Vancouver, Prince Rupert (British Columbia), Montreal, Halifax, New Orleans and Mobile (Alabama), and the key metropolitan areas of Toronto, Buffalo, Chicago, Detroit, Duluth (Minnesota)/Superior (Wisconsin), Green Bay (Wisconsin), Minneapolis/St. Paul, Memphis, 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, intermodal and automotive. 1 – Summary of significant accounting policies Basis of presentation These consolidated financial statements are expressed in Canadian dollars, except where otherwise indicated, and have been prepared in accordance with United States generally accepted accounting principles (GAAP) as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Principles of consolidation These consolidated financial statements include the accounts of all subsidiaries and variable interest entities for which the Company is the primary beneficiary. The Company is the primary beneficiary of the Employee Benefit Plan Trusts (“Share Trusts”) as the Company funds the Share Trusts. The Company’s investments in which it has significant influence are accounted for using the equity method and all other investments are accounted for using the cost method. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management reviews its estimates, including those related to income taxes, depreciation, pensions and other postretirement benefits, personal injury and other claims, and environmental matters, based upon available information. Actual results could differ from these estimates. Revenues Freight revenues are recognized using the percentage of completed service method based on the transit time of freight as it moves from origin to destination. The allocation of revenues between reporting periods is based on the relative transit time in each period with expenses being recorded as incurred. Revenues related to non-rail transportation services are recognized as service is performed or as contractual obligations are met. Revenues are presented net of taxes collected from customers and remitted to governmental authorities. Income taxes The Company follows the asset and liability method of accounting for income taxes. Under the asset and liability method, the change in the net deferred income tax asset or liability is included in the computation of Net income or Other comprehensive income (loss). Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Earnings per share Basic earnings per share is calculated based on the weighted-average number of common shares outstanding during the period. The weighted-average number of basic shares outstanding excludes shares held in the Share Trusts and includes fully vested equity settled stock- based compensation awards apart from stock options. Diluted earnings per share is calculated based on the weighted-average number of diluted shares outstanding during the period using the treasury stock method. Included in the diluted earnings per share calculation are dilutive effects of common shares issuable upon exercise of outstanding stock options and nonvested equity settled awards. Foreign currency All of the Company’s foreign subsidiaries use the US dollar as their functional currency. Accordingly, the foreign subsidiaries’ assets and liabilities are translated into Canadian dollars at the rate in effect at the balance sheet date and the revenues and expenses are translated at the average exchange rates during the year. All adjustments resulting from the translation of the foreign operations are recorded in Other comprehensive income (loss). 62 CN | 2017 Annual Report Notes to Consolidated Financial Statements The Company designates the US dollar-denominated long-term debt of the parent company as a foreign currency hedge of its net investment in foreign operations. Accordingly, foreign exchange gains and losses, from the dates of designation, on the translation of the US dollar-denominated long-term debt are also included in Other comprehensive income (loss). Cash and cash equivalents Cash and cash equivalents include highly liquid investments purchased three months or less from maturity and are stated at cost, which approximates market value. Restricted cash and cash equivalents The Company has the option, under its bilateral letter of credit 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 issued. Restricted cash and cash equivalents are shown separately on the balance sheet and include highly liquid investments purchased three months or less from maturity and are stated at cost, which approximates market value. Accounts receivable Accounts receivable are recorded at cost net of billing adjustments and an allowance for doubtful accounts. The allowance for doubtful accounts is based on expected collectability and considers historical experience as well as known trends or uncertainties related to account collectability. When a receivable is deemed uncollectible, it is written off against the allowance for doubtful accounts. Subsequent recoveries of amounts previously written off are credited to bad debt expense in Casualty and other in the Consolidated Statements of Income. Material and supplies Material and supplies, which consist mainly of rail, ties, and other items for construction and maintenance of property and equipment, as well as diesel fuel, are valued at weighted-average cost. Properties Accounting policy for capitalization of costs The Company’s railroad operations are highly capital intensive. The Company’s properties mainly consist of homogeneous or network-type assets such as rail, ties, ballast and other structures, which form the Company’s Track and roadway properties, and Rolling stock. The Company’s capital expenditures are for the replacement of existing assets and for the purchase or construction of new assets to enhance operations or provide new service offerings to customers. A large portion of the Company’s capital expenditures are for self-constructed properties, including the replacement of existing track and roadway assets and track line expansion, as well as major overhauls and large refurbishments of rolling stock. Expenditures are capitalized if they extend the life of the asset or provide future benefits such as increased revenue-generating capacity, functionality, or physical or service capacity. The Company has a process in place to determine whether its capital programs qualify for capitalization. For Track and roadway properties, the Company establishes basic capital programs to replace or upgrade the track infrastructure assets which are capitalized if they meet the capitalization criteria. In addition, for Track and roadway properties, expenditures that meet the minimum level of activity as defined by the Company are also capitalized as follows:  grading: installation of road bed, retaining walls, and drainage structures;  rail and related track material: installation of 39 or more continuous feet of rail;  ties: installation of 5 or more ties per 39 feet; and  ballast: installation of 171 cubic yards of ballast per mile. For purchased assets, the Company capitalizes all costs necessary to make the asset ready for its intended use. For self-constructed properties, expenditures include direct material, labor, and contracted services, as well as other allocated costs which are not charged directly to capital projects. These allocated costs include, but are not limited to, fringe benefits, small tools and supplies, maintenance on equipment used on projects and project supervision. The Company reviews and adjusts its allocations, as required, to reflect the actual costs incurred each year. For the rail asset, the Company capitalizes the costs of rail grinding which consists of restoring and improving the rail profile and removing irregularities from worn rail to extend the service life. The service life of the rail asset is increased incrementally as rail grinding is performed thereon, and as such, the costs incurred are capitalized given that the activity extends the service life of the rail asset beyond its original or current condition as additional gross tons can be carried over the rail for its remaining service life. For the ballast asset, the Company engages in shoulder ballast undercutting that consists of removing some or all of the ballast, which has deteriorated over its service life, and replacing it with new ballast. When ballast is installed as part of a shoulder ballast undercutting CN | 2017 Annual Report 63 Notes to Consolidated Financial Statements project, it represents the addition of a new asset and not the repair or maintenance of an existing asset. As such, the Company capitalizes expenditures related to shoulder ballast undercutting given that an existing asset is retired and replaced with a new asset. Under the group method of accounting for properties, the deteriorated ballast is retired at its average cost measured using the quantities of new ballast added. Costs of deconstruction and removal of replaced assets, referred to herein as dismantling costs, are distinguished from installation costs for self-constructed properties based on the nature of the related activity. For Track and roadway properties, employees concurrently perform dismantling and installation of new track and roadway assets and, as such, the Company estimates the amount of labor and other costs that are related to dismantling. The Company determines dismantling costs based on an analysis of the track and roadway installation process. 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 as incurred. For Track and roadway properties, such expenditures 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 maintenance of track infrastructure. Accounting policy for depreciation Railroad properties are carried at cost less accumulated depreciation including asset impairment write-downs. The cost of properties, including those under capital leases, net of asset impairment write-downs, is depreciated on a straight-line basis over their estimated service lives, measured in years, except for rail and ballast which are measured in millions of gross tons. The Company follows the group method of depreciation whereby a single composite depreciation rate is applied to the gross investment in a class of similar assets, despite small differences in the service life or salvage value of individual property units within the same asset class. The Company uses approximately 40 different depreciable asset classes. For all depreciable assets, the depreciation rate is based on the estimated service lives of the assets. Assessing the reasonableness of the estimated service lives of properties requires judgment and is based on currently available information, including periodic depreciation studies conducted by the Company. The Company’s United States (U.S.) properties are subject to comprehensive depreciation studies as required by the Surface Transportation Board (STB) and are conducted by external experts. Depreciation studies for Canadian properties are not required by regulation and are conducted 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 implemented prospectively. Given the nature of the railroad and the composition of its network which is made up of homogeneous long lived assets, it is impractical to maintain records of specific properties at their lowest unit of property. Retirements of assets occur through the replacement of an asset in the normal course of business, the sale of an asset or the abandonment of a section of track. For retirements in the normal course of business, generally the life of the retired asset is within a reasonable range of the expected useful life, as determined in the depreciation studies, and, as such, no gain or loss is recognized under the group method. The asset's cost is removed from the asset account and the difference between its cost and estimated related accumulated depreciation (net of salvage proceeds), if any, is recorded as an adjustment to accumulated depreciation and no gain or loss is recognized. The historical cost of the retired asset is estimated by using deflation factors or indices that closely correlate to the properties comprising the asset classes in combination with the estimated age of the retired asset using a first-in, first-out approach, and applying it to the replacement value of the asset. In each depreciation study, an estimate is made of any excess or deficiency in accumulated depreciation for all corresponding asset classes to ensure that the depreciation rates remain appropriate. The excess or deficiency in accumulated depreciation is amortized over the remaining life of the asset class. For retirements of depreciable properties that do not occur in the normal course of business, the historical cost, net of salvage proceeds, is recorded as a gain or loss in income. A retirement is considered not to be in the normal course of business if it meets the following criteria: (i) it is unusual, (ii) it is significant in amount, and (iii) it varies significantly from the retirement pattern identified through depreciation studies. A gain or loss is recognized in Other income for the sale of land or disposal of assets that are not part of railroad operations. The service life of the rail asset is based on expected future usage of the rail in its existing condition, determined using railroad industry research and testing (based on rail characteristics such as weight, curvature and metallurgy), less the rail asset’s usage to date. The annual composite depreciation rate for rail assets is determined by dividing the estimated annual number of gross tons carried over the rail by the estimated service life of the rail measured in millions of gross tons. The Company amortizes the cost of rail grinding over the remaining life of the rail asset, which includes the incremental life extension generated by rail grinding. Intangible assets Intangible assets consist mainly of customer contracts and relationships assumed through past acquisitions and are being amortized on a straight-line basis over 40 to 50 years. 64 CN | 2017 Annual Report Notes to Consolidated Financial Statements The Company reviews the carrying amounts of intangible assets held and used whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable based on future undiscounted cash flows. Assets that are deemed impaired as a result of such review are recorded at the lower of carrying amount or fair value. Accounts receivable securitization Based on the structure of its accounts receivable securitization program, the Company accounts for the proceeds received as secured borrowings. Pensions Pension costs are determined using actuarial methods. Net periodic benefit cost (income) is recorded in Labor and fringe benefits expense and includes:      the cost of pension benefits provided in exchange for employees’ services rendered during the year; the interest cost of pension obligations; the expected long-term return on pension fund assets; the amortization of prior service costs and amendments over the expected average remaining service life of the employee group covered by the plans; and the amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the beginning of year balances of the projected benefit obligation or market-related value of plan assets, over the expected average remaining service life of the employee group covered by the plans. The pension plans are funded through contributions determined in accordance with the projected unit credit actuarial cost method. Postretirement benefits other than pensions The Company accrues the cost of postretirement benefits other than pensions using actuarial methods. These benefits, which are funded as they become due, include life insurance programs, medical benefits and, for a closed group of employees, free rail travel benefits. The Company amortizes the cumulative net actuarial gains and losses in excess of 10% of the projected benefit obligation at the beginning of the year, over the expected average remaining service life of the employee group covered by the plan. Stock-based compensation For equity settled awards, stock-based compensation costs are accrued over the requisite service period based on the fair value of the awards at the grant date. The fair value of performance share unit (PSU) awards is dependent on the type of PSU award. The fair value of PSU-ROIC awards is determined using a lattice-based model incorporating a minimum share price condition and the fair value of PSU-TSR awards is determined using a Monte Carlo simulation model. The fair value of deferred share unit (DSU) awards is determined using the stock price at the grant date. The fair value of stock option awards is determined using the Black-Scholes option-pricing model. For cash settled awards, stock-based compensation costs are accrued over the requisite service period based on the fair value determined at each period-end. Personal injury and other claims In Canada, the Company accounts for costs related to employee work-related injuries based on actuarially developed estimates on a discounted basis of the ultimate cost associated with such injuries, including compensation, health care and third-party administration costs. In the U.S., the Company accrues the expected cost for personal injury, property damage and occupational disease claims, based on actuarial estimates of their ultimate cost on an undiscounted basis. For all other legal actions in Canada and the U.S., the Company maintains, and regularly updates on a case-by-case basis, provisions for such items when the expected loss is both probable and can be reasonably estimated based on currently available information. Environmental expenditures Environmental expenditures that relate to current operations, or to an existing condition caused by past operations, are expensed as incurred unless they can contribute to current or future operations. Environmental liabilities are recorded when environmental assessments 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 reasonably estimated. 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 shares of the liability. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. CN | 2017 Annual Report 65 Notes to Consolidated Financial Statements Derivative financial instruments The Company uses derivative financial instruments from time to time in the management of its interest rate and foreign currency exposures. Derivative instruments are recorded on the balance sheet at fair value. The changes in fair value of derivative instruments not designated or not qualified as a hedge are recorded in Net income in the current period. 2 – Recent accounting pronouncements The following recent Accounting Standards Update (ASU) issued by FASB was adopted by the Company during the current year: Standard Description Impact ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company elected to early adopt the amendments of this ASU in the first quarter of 2017 on a retrospective basis. As a result of the adoption of this ASU, changes in restricted cash and cash equivalents are no longer classified as investing activities, and the Company’s Consolidated Statements of Cash Flows now explain the change during the period in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents. The following recent ASUs issued by FASB have an effective date after December 31, 2017 and have not been adopted by the Company: Effective date (2) December 15, 2017. Early adoption is permitted. Standard (1) Description Impact ASU 2017-07 Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost Requires employers that sponsor defined benefit pension plans and/or other postretirement benefit plans to report the service cost component in the same line item or items as other compensation costs. The other components of net periodic benefit cost are required to be presented in the statement of income separately from the service cost component and outside a subtotal of income from operations. The new guidance allows only the service cost component to be eligible for capitalization. The guidance must be applied retrospectively for the presentation of the service cost component and other components of net periodic benefit cost in the statement of income and prospectively for the capitalization of the service cost component of net periodic benefit cost. The amendments will affect the classification of the components of pension and postretirement benefit costs other than service cost which will be shown outside of income from operations in a separate caption in the Company’s Consolidated Statements of Income. Had the ASU been applicable for the year ended December 31, 2017, Operating income would have been reduced by approximately $315 million (2016 - $280 million; 2015 - $111 million) with a corresponding increase presented in a new caption below Operating income with no impact on Net income. The guidance allowing only the service cost component to be eligible for capitalization is not expected to have a significant impact on the Company’s Consolidated Financial Statements. CN will adopt the requirements of the ASU effective January 1, 2018. 66 CN | 2017 Annual Report Notes to Consolidated Financial Statements Standard (1) Description Impact Effective date (2) ASU 2016-02, Leases (Topic 842) Requires a lessee to recognize a right-of- use asset and a lease liability on the balance sheet for all leases greater than twelve months. The lessor accounting model under the new standard is substantially unchanged. The new standard also requires additional qualitative and quantitative disclosures. The guidance must be applied using the modified retrospective method. The Company is evaluating the effects that the adoption of the standard will have on its Consolidated Financial Statements and related disclosures, systems, processes and internal controls. December 15, 2018. Early adoption is permitted. The Company is implementing a new lease management system and has identified and begun implementing changes to processes and internal controls necessary to meet the reporting and disclosure requirements. The Company is assessing contractual arrangements to see if they qualify as leases under the new standard and has already reviewed a significant portion of its commitments under operating leases. The Company expects that the standard will have a significant impact on its Consolidated Balance Sheets due to the recognition of new right-of-use assets and lease liabilities for leases currently classified as operating leases with a term over twelve months. CN expects to adopt the requirements of the ASU effective January 1, 2019. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and related amendments The basis of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures will be required to assist users of financial statements understand the nature, amount, timing and uncertainty of revenues and cash flows arising from an entity’s contracts. The guidance can be applied using either the retrospective or modified retrospective transition method. The Company completed its reviews of freight and other revenue contracts with customers and has concluded that there will be no impact on its Consolidated Financial Statements resulting from adoption of the new standard, other than for the new disclosure requirements. December 15, 2017. Early adoption is permitted. The Company is finalizing required disclosures and has implemented changes to processes and internal controls necessary to meet the reporting and disclosure requirements. The Company will adopt the new standard effective January 1, 2018, using the modified retrospective transition method applied to its contracts that were not completed as of that date. (1) Other recently issued ASUs required to be applied for periods beginning on or after January 1, 2018 have been evaluated by the Company and will not have a significant impact on the Company’s Consolidated Financial Statements. (2) Effective for annual and interim reporting periods beginning after the stated date. CN | 2017 Annual Report 67 Notes to Consolidated Financial Statements 3 – Other income In millions Gain on disposal of property Gain on disposal of land Other (1) Total other income Year ended December 31, 2017 2016 2015 $ $ - $ 22 (10) $ 76 17 2 12 $ 95 $ - 52 (5) 47 (1) Includes foreign exchange gains and losses related to foreign exchange forward contracts and the re-measurement of other US dollar-denominated monetary assets and liabilities. See Note 17 – Financial instruments. Disposal of property Viaduc du Sud On December 1, 2016, the Company completed the sale of track leading into Montreal’s Central Station, together with the rail fixtures (collectively the “Viaduc du Sud”), to CDPQ Infra Inc., a wholly-owned subsidiary of the Caisse de dépôt et placement du Québec, for cash proceeds of $85 million before transaction costs. The transaction resulted in a gain on disposal of $76 million ($66 million after-tax) that was recorded in Other income under the full accrual method of accounting for real estate transactions. 4 – Income taxes 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 effective tax rate is also affected by discrete items such as income tax rate enactments and lower tax rates on capital dispositions that may occur in any given year. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“U.S. Tax Reform”). The U.S. Tax Reform reduces the U.S. federal corporate income tax rate from 35% to 21%, effective as of January 1, 2018. The U.S. Tax Reform also allows for immediate capital expensing of new investments in certain qualified depreciable assets made after September 27, 2017, which will be phased down starting in year 2023. As a result of the U.S. Tax Reform, the Company’s net deferred income tax liability decreased by $1,764 million. The U.S. Tax Reform introduces other important changes to U.S. corporate income tax laws that may significantly affect CN in future years including, the creation of a new Base Erosion Anti-abuse Tax (BEAT) that subjects certain payments from U.S. corporations to foreign related parties to additional taxes, and limitations to the deduction for net interest expense incurred by U.S. corporations. Future regulations and interpretations to be issued by U.S. authorities may also impact the Company’s estimates and assumptions used in calculating its income tax provisions. The following table provides a reconciliation of income tax expense (recovery): In millions Year ended December 31, Canadian statutory federal tax rate 2017 15% 2016 15% Income tax expense at the Canadian statutory federal tax rate $ 763 $ 739 $ Income tax expense (recovery) resulting from: Provincial and foreign taxes (1) Deferred income tax adjustments due to rate enactments (2) Gain on disposals (3) Other (4) Income tax expense (recovery) Cash payments for income taxes 536 (1,706) (3) 15 532 7 (12) 21 $ $ (395) 712 $ $ 1,287 653 $ $ 2015 15% 731 550 42 (11) 24 1,336 725 (1) Includes mainly the impact of Canadian provincial taxes and U.S. federal and state taxes. (2) Includes the net income tax expense (recovery) resulting from the enactment of provincial, U.S. federal, and state corporate income tax laws and/or rates. (3) Relates to the permanent differences arising from lower capital gain tax rates on the gain on disposal of the Company’s properties in Canada. (4) Includes adjustments relating to the resolution of matters pertaining to prior years' income taxes, including net recognized tax benefits, and other items. 68 CN | 2017 Annual Report Notes to Consolidated Financial Statements The following table provides tax information on a domestic and foreign basis: In millions Income before income taxes Domestic Foreign Total income before income taxes Current income tax expense Domestic Foreign Total current income tax expense Deferred income tax expense (recovery) Domestic Foreign Total deferred income tax expense (recovery) Year ended December 31, 2017 2016 2015 $ $ $ $ $ $ 3,964 $ 3,726 $ 1,125 1,201 5,089 $ 4,927 $ 758 $ 568 $ 42 15 800 $ 583 $ 349 $ (1,544) $ 450 254 (1,195) $ 704 $ 3,437 1,437 4,874 640 96 736 328 272 600 The following table provides the significant components of deferred income tax assets and liabilities: In millions Deferred income tax assets Pension liability Personal injury and legal claims Environmental and other reserves Other postretirement benefits liability Unrealized foreign exchange losses Net operating losses and tax credit carryforwards (1) Total deferred income tax assets Deferred income tax liabilities Properties Pension asset Unrealized foreign exchange gains Other Total deferred income tax liabilities Total net deferred income tax liability Total net deferred income tax liability Domestic Foreign Total net deferred income tax liability December 31, 2017 2016 $ 121 $ 50 128 70 - 32 401 $ 6,975 $ 268 34 77 7,354 6,953 $ $ 3,677 $ 3,276 6,953 $ $ $ $ $ $ $ 130 66 166 83 58 23 526 8,673 243 - 83 8,999 8,473 3,334 5,139 8,473 (1) Net operating losses and tax credit carryforwards will expire between the years 2018 and 2036. On an annual basis, the Company assesses the need to establish 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 dependent 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, the available carryback and carryforward periods, and projected future taxable income in making this assessment. As at December 31, 2017, in order to fully realize all of the deferred income tax assets, the Company will need to generate future taxable income of approximately $1.8 billion, and, based upon the level of historical taxable income, projections of future taxable income over the periods in which the deferred income tax assets are deductible, and the reversal of taxable temporary differences, 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, including the impacts of the U.S. Tax Reform enacted on December 22, 2017, and concluded there are no significant impacts to its assertions for the realization of deferred income tax assets. As at December 31, 2017, the Company has not recognized a deferred income tax asset of $269 million (2016 - $242 million) on the CN | 2017 Annual Report 69 Notes to Consolidated Financial Statements unrealized foreign exchange loss recorded in Accumulated other comprehensive loss relating to its net investment in U.S. subsidiaries, as the Company does not expect this temporary difference to reverse in the foreseeable future. The following table provides a reconciliation of unrecognized tax benefits on the Company’s domestic and foreign tax positions: In millions Year ended December 31, 2017 2016 Gross unrecognized tax benefits at beginning of year $ 61 $ 27 $ Increases for: Tax positions related to the current year Tax positions related to prior years Decreases for: Settlements Lapse of the applicable statute of limitations Gross unrecognized tax benefits at end of year Adjustments to reflect tax treaties and other arrangements Net unrecognized tax benefits at end of year 13 2 (1) (1) $ $ 74 $ (5) 69 $ 16 24 (2) (4) 61 $ (7) 54 $ 2015 35 4 8 (14) (6) 27 (8) 19 As at December 31, 2017, the total amount of gross unrecognized tax benefits was $74 million, before considering tax treaties and other arrangements between taxation authorities. The amount of net unrecognized tax benefits as at December 31, 2017 was $69 million. If recognized, $26 million of the net unrecognized tax benefits as at December 31, 2017 would affect the effective tax rate. The Company believes that it is reasonably possible that approximately $7 million of the net unrecognized tax benefits as at December 31, 2017 related to various federal, state, and provincial income tax matters, each of which are individually insignificant, 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 Statements of Income. For the year ended December 31, 2017, the Company recognized accrued interest and penalties of approximately $3 million (2016 - $2 million; 2015 - $1 million). As at December 31, 2017, the Company had accrued interest and penalties of approximately $7 million (2016 - $4 million). In Canada, the Company’s federal and provincial income tax returns filed for the years 2011 to 2016 remain subject to examination by the taxation authorities. An examination of the Company's federal income tax returns for the years 2011 to 2013 is currently in progress and is expected to be completed during 2018. In the U.S., the federal income tax returns filed for the years 2015 and 2016 and the state income tax returns filed for the years 2013 to 2016 remain subject to examination by the taxation authorities. Examination of the Company’s U.S. federal income tax return for the year 2014 has been completed and examinations of certain state income tax returns are currently in progress. The Company does not anticipate any significant impacts to its results of operations or financial position as a result of the final resolutions of such matters. 5 – Earnings per share The following table provides a reconciliation between basic and diluted earnings per share: In millions, except per share data Year ended December 31, 2017 2016 Net income $ 5,484 $ 3,640 $ Weighted-average basic shares outstanding Dilutive effect of stock-based compensation Weighted-average diluted shares outstanding Basic earnings per share Diluted earnings per share Units excluded from the calculation as their inclusion would not have a dilutive effect: Stock options Performance share units 753.6 3.7 757.3 776.0 3.2 779.2 $ $ 7.28 7.24 $ $ 4.69 4.67 $ $ 0.4 0.1 1.2 0.2 2015 3,538 800.7 4.4 805.1 4.42 4.39 0.8 - 70 CN | 2017 Annual Report Notes to Consolidated Financial Statements 6 – Accounts receivable In millions Freight Non-freight Gross accounts receivable Allowance for doubtful accounts Net accounts receivable 7 – Properties December 31, 2017 2016 $ $ 828 172 1,000 (16) $ 984 $ 752 151 903 (28) 875 In millions rate Cost depreciation Net Cost depreciation Net Depreciation Accumulated December 31, 2017 December 31, 2016 Accumulated Properties including capital leases Track and roadway (1) Rolling stock Buildings Information technology (2) Other 2% $ 35,268 $ 7,924 $ 27,344 $ 34,684 $ 7,744 $ 26,940 5% 2% 9% 4% 6,378 1,864 1,408 1,951 2,629 678 644 805 3,749 1,186 764 1,146 6,493 1,851 1,198 1,941 2,521 652 628 867 3,972 1,199 570 1,074 Total properties including capital leases $ 46,869 $ 12,680 $ 34,189 $ 46,167 $ 12,412 $ 33,755 Capital leases included in properties Track and roadway (3) Rolling stock Buildings Other $ 415 $ 75 $ 340 $ 5 109 118 - 30 15 5 79 103 415 370 109 131 $ 70 $ 138 28 30 Total capital leases included in properties $ 647 $ 120 $ 527 $ 1,025 $ 266 $ 345 232 81 101 759 (1) As at December 31, 2017, includes land of $2,314 million (2016 - $2,446 million). (2) During 2017, the Company capitalized costs for internally developed software of $139 million (2016 - $106 million). (3) As at December 31, 2017, includes right-of-way access of $108 million (2016 - $108 million). CN | 2017 Annual Report 71 Notes to Consolidated Financial Statements 8 – Intangible and other assets In millions Investments (1) Intangible assets Deferred costs Long-term receivables Other long-term assets Total intangible and other assets December 31, 2017 2016 $ $ 73 62 61 26 34 68 67 73 33 47 $ 256 $ 288 (1) As at December 31, 2017, the Company had $58 million (2016 - $54 million) of investments accounted for under the equity method and $15 million (2016 - $14 million) of investments accounted for under the cost method. See Note 17 - Financial instruments for the fair value of investments. 9 – Accounts payable and other In millions Trade payables Payroll-related accruals Income and other taxes Accrued charges Accrued interest Personal injury and other claims provisions (Note 16) Environmental provisions (Note 16) Other postretirement benefits liability (Note 12) Stock-based compensation liability (Note 14) Other Total accounts payable and other December 31, 2017 2016 $ $ 738 388 201 144 126 65 57 17 7 160 484 327 122 141 129 76 50 18 45 127 $ 1,903 $ 1,519 72 CN | 2017 Annual Report Notes to Consolidated Financial Statements 10 – Long-term debt In millions Notes and debentures (1) Canadian National series: Maturity US dollar- denominated amount December 31, 2017 2016 - 5.85% 5.55% 6.80% 5.55% 2.75% 2.85% 2.25% 7.63% 2.95% 2.80% 2.75% 6.90% 7.38% 6.25% 6.20% 6.71% 6.38% 3.50% 4.50% 3.95% 3.20% 3.60% 4.00% 3-year floating rate notes (2) 10-year notes (3) 10-year notes (3) 20-year notes (3) 10-year notes (3) 7-year notes (3) 10-year notes (3) 10-year notes (3) 30-year debentures 10-year notes (3) 10-year notes (3) 10-year notes (3) 30-year notes (3) 30-year debentures (3) 30-year notes (3) 30-year notes (3) Puttable Reset Securities PURSSM (3) 30-year debentures (3) 30-year notes (3) 30-year notes (3) 30-year notes (3) 30-year notes (3) 30-year notes (3) 50-year notes (3) Nov. 14, 2017 Nov. 15, 2017 May 15, 2018 July 15, 2018 Mar. 1, 2019 Feb. 18, 2021 Dec. 15, 2021 Nov. 15, 2022 May 15, 2023 Nov. 21, 2024 Sep. 22, 2025 Mar. 1, 2026 July 15, 2028 Oct. 15, 2031 Aug. 1, 2034 June 1, 2036 July 15, 2036 Nov. 15, 2037 Nov. 15, 2042 Nov. 7, 2043 Sep. 22, 2045 Aug. 2, 2046 Aug. 1, 2047 Sep. 22, 2065 US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ 250 250 325 200 550 400 250 150 350 500 475 200 500 450 250 300 250 250 US$ 650 Illinois Central series: 7.70% 100-year debentures Sep. 15, 2096 US$ 125 BC Rail series: Non-interest bearing 90-year subordinated notes (4) July 14, 2094 Total notes and debentures Other Commercial paper Accounts receivable securitization Capital lease obligations Total debt, gross Net unamortized discount and debt issuance costs (4) Total debt (5) Less: Current portion of long-term debt Total long-term debt (1) The Company's notes and debentures are unsecured. $ $ - - 409 251 692 250 503 314 189 440 350 629 597 251 629 566 314 377 314 314 400 817 500 100 157 842 336 336 436 269 738 250 537 336 201 470 350 671 638 269 671 604 336 403 336 336 400 872 - 100 168 842 $ 10,205 $ 10,905 955 421 158 11,739 (911) 10,828 2,080 605 - 344 11,854 (917) 10,937 1,489 $ 8,748 $ 9,448 (2) (3) This floating rate note bore interest at the three-month London Interbank Offered Rate (LIBOR) plus 0.17%. The interest rate as at the date of maturity of this floating rate note was 1.48% (December 31, 2016 - 1.07%). The fixed rate debt securities are redeemable, in whole or in part, at the option of the Company, at any time, at the greater of par and a formula price based on interest rates prevailing at the time of redemption. (4) As at December 31, 2017, these notes were recorded as a discounted debt of $11 million (2016 - $10 million) using an imputed interest rate of 5.75% (2016 - 5.75%). The discount of $831 million (2016 - $832 million) is included in Net unamortized discount and debt issuance costs. (5) See Note 17 - Financial instruments for the fair value of debt. CN | 2017 Annual Report 73 Notes to Consolidated Financial Statements Revolving credit facility The Company has an unsecured revolving credit facility with a consortium of lenders, which is available for general corporate purposes, including backstopping the Company’s commercial paper programs. On March 15, 2017, the Company’s revolving credit facility agreement was amended to extend the maturity date of the credit facility by one year. The credit facility of $1.3 billion consists of a tranche for $420 million maturing on May 5, 2020 and a tranche for $880 million maturing on May 5, 2022. The credit facility agreement allows for an increase in the credit facility amount, up to a maximum of $1.8 billion, as well as the option to extend the maturity date by an additional year at each anniversary date, subject to the consent of individual lenders. The agreement contains customary terms and conditions, which were substantially unchanged by the amendment. The credit facility provides for borrowings at various interest rates, including the Canadian prime rate, bankers’ acceptance rates, the U.S. federal funds effective rate and the London Interbank Offered Rate (LIBOR), plus applicable margins, based on CN’s debt credit ratings. The credit facility agreement has one financial covenant, which limits debt as a percentage of total capitalization, and with which the Company is in compliance. As at December 31, 2017 and 2016, the Company had no outstanding borrowings under its revolving credit facility and there were no draws during the years ended December 31, 2017 and 2016. Commercial paper The Company has a commercial paper program in Canada and in the U.S. Both programs are backstopped by the Company’s revolving credit facility, enabling it to issue commercial paper up to a maximum aggregate principal amount of $1.3 billion, or the US dollar equivalent, on a combined basis. As at December 31, 2017, the Company had total commercial paper borrowings of US$760 million ($955 million) (2016 - US$451 million ($605 million)) at a weighted-average interest rate of 1.36% (2016 – 0.65%) presented in Current portion of long-term debt on the Consolidated Balance Sheets. The Company’s commercial paper has a maturity of less than 90 days. The following table presents the issuances and repayments of commercial paper: In millions Issuances of commercial paper Repayments of commercial paper Net issuance of commercial paper Year ended December 31, 2017 2016 $ $ 4,539 $ 3,656 $ (4,160) (3,519) 379 $ 137 $ 451 2015 2,624 (2,173) Accounts receivable securitization program The Company has an agreement to sell an undivided co-ownership interest in a revolving pool of accounts receivable to unrelated trusts for maximum cash proceeds of $450 million expiring on February 1, 2019. As at December 31, 2017, the Company had accounts receivable securitization borrowings of $421 million (2016 - $nil), consisting of $320 million at a weighted-average interest rate of 1.43% and US$80 million ($101 million) at a weighted-average interest rate of 2.10%, presented in Current portion of long-term debt on the Consolidated Balance Sheets. These borrowings are secured by and limited to $476 million of accounts receivable. Bilateral letter of credit facilities The Company has a series of committed and uncommitted bilateral letter of credit facility agreements. On March 15, 2017, the Company extended the maturity date of the committed bilateral letter of credit facility agreements to April 28, 2020. These agreements are held with various banks to support the Company’s requirements to post letters of credit in the ordinary course of business. Under these agreements, the Company has the option from time to time to pledge collateral in the form of cash or cash equivalents, for a minimum term of one month, equal to at least the face value of the letters of credit issued. As at December 31, 2017, the Company had outstanding letters of credit of $394 million (2016 - $451 million) under the committed facilities, from a total available amount of $437 million (2016 - $508 million), and $136 million (2016 - $68 million) under the uncommitted facilities. As at December 31, 2017, included in Restricted cash and cash equivalents was $400 million (2016 - $426 million) and $80 million (2016 - $68 million) which were pledged as collateral under the committed and uncommitted bilateral letter of credit facilities, respectively. Capital lease obligations During 2017, the Company recorded $30 million (2016 - $57 million) in assets it acquired through equipment leases, for which an equivalent amount was recorded in debt. As at December 31, 2017, the capital lease obligations are secured by properties with a net carrying amount of $176 million (2016 - $403 million). Interest rates for capital lease obligations range from 1.0% to 6.8% with maturity dates in the years 2018 through 2037. As at December 31, 2017, the imputed interest on these leases amounted to $83 million (2016 - $95 million). 74 CN | 2017 Annual Report Notes to Consolidated Financial Statements Long-term debt maturities The following table provides the long-term debt maturities, including capital lease repayments on debt outstanding as at December 31, 2017, for the next five years and thereafter: In millions 2018 (2) 2019 2020 2021 2022 2023 and thereafter Total (1) Presented net of unamortized discounts and debt issuance costs. (2) Current portion of long-term debt. Amount of US dollar-denominated debt In millions Notes and debentures Commercial paper Accounts receivable securitization Capital lease obligations Total amount of US dollar-denominated debt in US$ Total amount of US dollar-denominated debt in C$ 11 – Other liabilities and deferred credits In millions Personal injury and other claims provisions (Note 16) (1) Stock-based compensation liability (Note 14) (1) Environmental provisions (Note 16) (1) Deferred credits and other Total other liabilities and deferred credits (1) See Note 9 – Accounts payable and other for the related current portion. 12 – Pensions and other postretirement benefits $ Capital leases 44 10 15 6 2 81 Debt (1) Total $ 2,036 $ 2,080 684 - 747 308 694 15 753 310 6,895 6,976 $ 158 $ 10,670 $ 10,828 December 31, 2017 2016 US$ 6,175 US$ 6,675 760 80 46 451 - 158 US$ 7,061 US$ 7,284 $ 8,876 $ 9,780 December 31, 2017 2016 $ 234 $ 26 21 309 590 $ $ 225 35 36 297 593 The Company has various retirement benefit plans under which substantially all of its employees are entitled to benefits at retirement age, generally based on compensation and length of service and/or contributions. Senior and executive management employees, subject to certain minimum service and age requirements, are also eligible for an additional retirement benefit under their Special Retirement Stipend Agreements, the Supplemental Executive Retirement Plan or the Defined Contribution Supplemental Executive Retirement Plan. The Company also offers postretirement benefits to certain employees providing life insurance, medical benefits and, for a closed group of employees, free rail travel benefits during retirement. These postretirement benefits are funded as they become due. The information in the tables that follow pertains to all of the Company’s defined benefit plans. However, the following descriptions relate solely to the Company’s main pension plan, the CN Pension Plan, unless otherwise specified. Description of the CN Pension Plan The CN Pension Plan is a contributory defined benefit pension plan that covers the majority of CN employees. It provides for pensions based mainly on years of service and final average pensionable earnings and is generally applicable from the first day of employment. Indexation of pensions is provided after retirement through a gain/loss sharing mechanism, subject to guaranteed minimum increases. An independent CN | 2017 Annual Report 75 Notes to Consolidated Financial Statements trust company is the Trustee of the Company’s pension trust funds (which includes the CN Pension Trust Fund). As Trustee, the trust company performs certain duties, which include holding legal title to the assets of the CN Pension Trust Fund and ensuring that the Company, as Administrator, complies with the provisions of the CN Pension Plan and the related legislation. The Company utilizes a measurement date of December 31 for the CN Pension Plan. Funding policy Employee contributions to the CN Pension Plan are determined by the plan rules. Company contributions are in accordance with the requirements of the Government of Canada legislation, the Pension Benefits Standards Act, 1985, including amendments and regulations thereto, and such contributions follow minimum and maximum thresholds as determined by actuarial valuations. Actuarial valuations are generally required on an annual basis for all Canadian plans, or when deemed appropriate by the Office of the Superintendent of Financial Institutions. These actuarial valuations are prepared in accordance with legislative requirements and with the recommendations of the Canadian Institute of Actuaries for the valuation of pension plans. Actuarial valuations are also required annually for the Company’s U.S. qualified pension plans. The Company’s most recently filed actuarial valuations for funding purposes for its Canadian registered pension plans conducted as at December 31, 2016 indicated a funding excess on a going concern basis of approximately $2.6 billion and a funding excess on a solvency basis of approximately $0.2 billion, calculated using the three-year average of the plans’ hypothetical wind-up ratio in accordance with the Pension Benefit Standards Regulations, 1985. The federal pension legislation requires funding deficits, as calculated under current pension regulations, to be paid over a number of years. Alternatively, a letter of credit can be subscribed to fulfill required solvency deficit payments. The Company’s next actuarial valuations for funding purposes for its Canadian registered pension plans required as at December 31, 2017 will be performed in 2018. These actuarial valuations are expected to identify a funding excess on a going concern basis of approximately $3.0 billion, while on a solvency basis a funding excess of approximately $0.4 billion is expected. Based on the anticipated results of these valuations, the Company expects to make total cash contributions of approximately $120 million for all of the Company’s pension plans in 2018. As at January 31, 2018 the Company had contributed $27 million to its defined benefit pension plans for 2018. Plan assets The assets of the Company’s various Canadian defined benefit pension plans are primarily held in separate trust funds (“Trusts”) which are diversified by asset type, country and investment 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 target asset allocation (“Policy”) and related benchmark indices. This Policy is based on a long-term forward-looking view of the world economy, the dynamics of the plans’ benefit obligations, the market return expectations of each asset class and the current state of financial markets. Annually, the CN Investment Division (“Investment Manager”), a division of the Company created to invest and administer the assets of the plans, proposes an investment strategy (“Strategy”) for the coming year, which is expected to differ from the Policy, because of current economic and market conditions and expectations. The Pension and Investment Committee of the Board of Directors (“Committee”) regularly compares the actual plan asset allocation to the Policy and Strategy and compares the actual performance of the Company’s pension plan assets to the performance of the benchmark indices. The Company’s 2017 Policy and actual asset allocation for the Company’s pension plans based on fair value are as follows: Cash and short-term investments Bonds and mortgages Equities Real estate Oil and gas Infrastructure and private debt (1) Absolute return Risk-factor allocation Risk-based allocation Total Policy 3% 40% 42% 4% 7% 4% - - - Actual plan asset allocation 2017 4% 35% 37% 2% 6% 5% 9% 2% - 2016 3% 33% 38% 2% 6% 6% 10% - 2% 100% 100% 100% (1) In 2017, the Company presented private debt assets with infrastructure, as such, the 2016 comparative figures have been reclassified to conform to the current year’s presentation. 76 CN | 2017 Annual Report Notes to Consolidated Financial Statements The Committee’s approval is required for all major investments in illiquid securities. The SIPP allows for the use of derivative financial instruments to implement strategies, hedge and adjust existing or anticipated exposures. The SIPP prohibits investments in securities of the Company or its subsidiaries. Investments held in the Company’s pension plans consist mainly of the following:  Cash and short-term investments consist primarily of highly liquid securities which ensure adequate cash flows are available to cover near-term benefit payments. Short-term investments are mainly obligations issued by Canadian chartered banks.  Bonds include bond instruments, issued or guaranteed by governments and corporate entities, as well as corporate notes and investments in emerging market debt funds. As at December 31, 2017, 67% (2016 - 66%) of bonds were issued or guaranteed by Canadian, U.S. or other governments. Mortgages consist of mortgage products which are primarily conventional or participating loans secured by commercial properties.  Equity investments include primarily publicly traded securities, well diversified by country, issuer and industry sector and participations in private equity funds, comprised of investments in diversified sectors such as energy and health care. As at December 31, 2017, the most significant allocation to an individual issuer of a publicly traded security was approximately 2% (2016 - 2%) and the most significant allocation to an industry sector was approximately 22% (2016 - 21%).  Real estate is a diversified portfolio of Canadian land and commercial properties and investments in real estate private equity funds.  Oil and gas investments include petroleum and natural gas properties and listed and non-listed securities of oil and gas companies.  Infrastructure investments include participations in private infrastructure funds, term loans and notes of infrastructure companies. Private debt includes participations in private debt funds focused on generating steady yields.  Absolute return investments are primarily a portfolio of units of externally managed hedge funds, which are invested in various long/short strategies within multi-strategy, fixed income, equities and global macro funds. Managers are monitored on a continuous basis through investment and operational due diligence.  Risk-factor allocation investments are a portfolio of units of externally managed funds and internally managed strategies in order to capture alternative risk premiums.  Risk-based allocation investments are a portfolio of units of externally managed funds where the asset class exposures are managed on a risk-adjusted basis in order to capture asset class premiums. The plans’ Investment Manager monitors market events and exposures to interest rates, currencies, market risks, commodity prices and credit risks daily. When 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 adjusted or hedged amount, the plans were 68% exposed to the Canadian dollar, 11% to the US dollar, 8% to European currencies, 5% to the Japanese Yen and 8% to various other currencies as at December 31, 2017. 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 interest-bearing assets and liabilities of the plans. Derivatives are used from time to time to adjust the plan asset allocation or exposures to interest rates, foreign currencies, market risks or commodity prices of the portfolio or anticipated transactions. Derivatives are contractual agreements whose value is derived from interest rates, foreign exchange rates, and equity or commodity prices. They may include forwards, futures, options and swaps and are included in investment categories based on their underlying exposure. When derivatives are used for hedging purposes, the gains or losses on the derivatives are offset by a corresponding change in the value of the hedged assets. To manage credit risk, established policies require dealing with counterparties considered to be of high credit quality. Overall return in the capital markets and the level of interest rates affect the funded status of the Company's pension plans, particularly the Company’s main Canadian pension plan. Adverse changes with respect to 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. CN | 2017 Annual Report 77 Notes to Consolidated Financial Statements The following tables present the fair value of plan assets as at December 31, 2017 and 2016 by asset class: In millions Cash and short-term investments (1) Bonds (2) Canada, U.S. and supranational Provinces of Canada and municipalities Corporate Emerging market debt Mortgages (3) Private debt (4) Equities (5) Canadian U.S. International Real estate (6) Oil and gas (7) Infrastructure (8) Absolute return funds (9) Multi-strategy Fixed income Equity Global macro Risk-factor allocation (10) Total Other (11) Total plan assets In millions Cash and short-term investments (1) Bonds (2) Canada, U.S. and supranational Provinces of Canada and municipalities Corporate Emerging market debt Mortgages (3) Private debt (4) Equities (5) Canadian U.S. International Real estate (6) Oil and gas (7) Infrastructure (8) Absolute return funds (9) Multi-strategy Fixed income Equity Global macro Risk-based allocation (12) Total Other (11) Total plan assets Fair value measurements at December 31, 2017 Total Level 1 Level 2 Level 3 $ 836 $ 17 $ 819 $ 1,792 2,459 1,587 530 97 242 1,867 989 3,947 410 1,120 682 897 224 32 444 345 - - - - - - 1,848 775 3,883 - 333 - - - - - - 1,792 2,459 1,587 530 97 - - - - - 18 84 - - - - - - - $ - - - - - - - NAV - - - - - - 242 - - - 332 769 - - - - - - - 19 214 64 78 - 598 - 897 224 32 444 345 $ $ $ $ $ 18,500 $ 6,856 $ 7,386 $ 1,101 $ 3,157 64 18,564 Fair value measurements at December 31, 2016 Total 571 $ Level 1 83 $ Level 2 488 $ Level 3 - $ NAV - 1,418 2,384 1,475 509 106 226 1,846 997 3,853 383 1,076 805 1,005 304 35 428 311 - - - - - - 1,670 949 3,853 - 336 - - - - - - 1,418 2,384 1,475 509 106 - - - - - 18 92 - - - - - - - - - - - - - - 324 722 - - - - - - 17,732 $ 6,891 $ 6,490 $ 1,046 $ 99 17,831 - - - - - 226 176 48 - 59 - 713 1,005 304 35 428 311 3,305 Level 1: Fair value based on quoted prices in active markets for identical assets. Level 2: Fair value based on other significant observable inputs. Level 3: Fair value based on significant unobservable inputs. NAV: Investments measured at net asset value as a practical expedient. 78 CN | 2017 Annual Report Footnotes to the table follow on the next page. 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 Balance at December 31, 2015 Fair value measurements based on significant unobservable inputs (Level 3) Real estate (6) Oil and gas (7) $ 331 $ 766 $ Actual return relating to assets still held at the reporting date Purchases Disbursements Balance at December 31, 2016 Actual return relating to assets still held at the reporting date Disbursements Balance at December 31, 2017 $ $ Total 1,097 (9) 1 (43) (24) - (20) 722 $ 15 1 (23) 324 19 (11) $ 1,046 88 107 (41) (52) 332 $ 769 $ 1,101 (1) Cash and short-term investments with related accrued interest are valued at cost, which approximates fair value, and are categorized as Level 1 and Level 2 respectively. (2) Bonds, excluding emerging market debt funds, are valued using mid-market prices obtained from independent pricing data suppliers. When prices are not available from independent sources, the fair value is based on the present value of future cash flows using current market yields for comparable instruments. Emerging market debt funds are valued based on the net asset value which is readily available and published by each fund’s independent administrator. (3) Mortgages are valued based on the present value of future net cash flows using current market yields for comparable instruments. (4) Private debt investments are valued based on the net asset value as reported by each fund’s manager, generally using a discounted cash flow analysis. (5) (6) The fair value of equity investments categorized as Level 1 is based on quoted prices in active markets for identical assets. The fair value of Canadian equity investments categorized as NAV consist mainly of investments in energy related private equity funds and is based on the net asset value as reported by each fund’s manager. The fair value of U.S. equity investments categorized as NAV consist of an investment in a U.S. private equity fund and is based on the net asset value as reported by the fund’s manager. The fair value of real estate investments categorized as Level 3 includes land and buildings. 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 on a rotational basis. The fair value of real estate investments categorized as NAV consists mainly of investments in real estate private equity funds and is based on the net asset value as reported by each fund’s manager, generally using a discounted cash flow analysis or earnings multiples. (7) Oil and gas investments categorized as Level 1 are valued based on quoted prices in active markets. Investments in oil and gas equities traded on a secondary market are valued based on the most recent transaction price and are categorized as Level 2. Investments in oil and gas categorized as Level 3 consist of operating oil and gas properties and the fair value is based on estimated future net cash flows that are discounted using prevailing market rates for transactions in similar assets. Estimated future net cash flows are based on forecasted oil and gas prices and projected future annual production and costs. (8) The fair value of infrastructure investments categorized as Level 2 includes term loans and notes of infrastructure companies and is based on the present value of future cash flows using current market yields for comparable instruments. The fair value of infrastructure funds categorized as NAV is based on the net asset value as reported by each fund’s manager, generally using a discounted cash flow analysis or earnings multiples. (9) Absolute return investments are valued using the net asset value as reported by each fund’s independent administrator. All absolute return investments have contractual redemption frequencies, ranging from monthly to annually, and redemption notice periods varying from 5 to 90 days. (10) Risk-factor allocation investments are valued using the net asset value as reported by each fund's independent administrator or fund manager. All funds have contractual redemptions frequencies ranging from daily to annually, and redemption notice periods varying from 5 to 60 days. (11) Other consists of operating assets of $94 million (2016 - $163 million) and liabilities of $30 million (2016 - $64 million) required to administer the Trusts' 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. (12) Risk-based allocation investments are valued using the net asset value as reported by each fund’s independent administrator. All funds have contractual redemption frequencies ranging from daily to annually, and redemption notice periods varying from 5 to 60 days. CN | 2017 Annual Report 79 Notes to Consolidated Financial Statements Obligations and funded status for defined benefit pension and other postretirement benefit plans In millions Year ended December 31, 2017 2016 2017 2016 Pensions Other postretirement benefits Change in benefit obligation Projected benefit obligation at beginning of year $ 17,366 $ 17,081 $ 270 $ 269 Interest cost Actuarial loss on projected benefit obligation Current service cost Plan participants’ contributions Foreign currency changes Benefit payments, settlements and transfers Projected benefit obligation at end of year (1) Component representing future salary increases Accumulated benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year 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 (1) Funded status - Excess (deficiency) of fair value of plan assets over projected benefit obligation at end of year 540 979 130 56 (21) (1,025) 18,025 (306) 17,719 17,831 96 56 (15) 1,621 (1,025) $ $ $ 543 614 124 53 (10) (1,039) 17,366 $ (328) 17,038 $ 17,917 $ 144 53 (5) 761 (1,039) 18,564 $ 17,831 $ 8 3 2 - (5) (17) 261 - 261 - - - - - - - 539 $ 465 $ (261) 8 10 2 - (2) (17) 270 - 270 - - - - - - - (270) $ $ $ $ $ $ $ $ $ $ (1) For the CN Pension Plan, as at December 31, 2017, the projected benefit obligation was $16,721 million (2016 - $16,078) and the fair value of plan assets was $17,654 million (2016 - $16,933 million). The measurement date of all plans is December 31. Amounts recognized in the Consolidated Balance Sheets In millions December 31, 2017 2016 2017 Noncurrent assets - Pension asset Current liabilities (Note 9) Noncurrent liabilities - Pension and other postretirement benefits Total amount recognized $ $ 994 $ 907 $ - $ - (455) - (442) (17) (244) 539 $ 465 $ (261) $ 2016 - (18) (252) (270) Pensions Other postretirement benefits Amounts recognized in Accumulated other comprehensive loss (Note 15) In millions Net actuarial gain (loss) (1) Prior service cost (2) Pensions Other postretirement benefits December 31, 2017 (3,111) (9) $ $ 2016 (2,888) (14) $ $ $ $ 2017 2016 - (2) $ $ 6 (2) (1) (2) In 2018, the net actuarial loss for defined benefit pension plans and net actuarial gain for other postretirement benefits that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost (income) are estimated to be $205 million and $2 million, respectively. In 2018, the prior service cost for defined benefit pension plans and other postretirement benefits that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost (income) are estimated to be $3 million and $nil, respectively. 80 CN | 2017 Annual Report Notes to Consolidated Financial Statements Information for the pension plans with an accumulated benefit obligation in excess of plan assets In millions December 31, 2017 2016 Projected benefit obligation Accumulated benefit obligation Fair value of plan assets $ $ $ 661 $ 601 $ 215 $ 637 574 207 2017 N/A N/A N/A 2016 N/A N/A N/A Pensions Other postretirement benefits Components of net periodic benefit cost (income) for defined benefit pension and other postretirement benefit plans Pensions Other postretirement benefits In millions Year ended December 31, 2017 2016 2015 2017 2016 2015 Current service cost Interest cost Settlement loss Expected return on plan assets Amortization of prior service cost Amortization of net actuarial loss (gain) $ 130 540 - $ 124 $ 152 $ 543 10 650 4 (1,047) (1,018) (1,004) 5 182 3 177 4 228 $ 2 8 - - - (3) $ 2 8 - - 2 (5) Net periodic benefit cost (income) $ (190) $ (161) $ 34 $ 7 $ 7 $ 3 10 - - 1 (4) 10 Weighted-average assumptions used in accounting for defined benefit pension and other postretirement benefit plans December 31, 2017 Pensions 2016 Other postretirement benefits 2015 2017 2016 2015 To determine projected benefit obligation Discount rate (1) Rate of compensation increase (2) To determine net periodic benefit cost (income) Rate to determine current service cost (3) Rate to determine interest cost (3) Rate of compensation increase (2) Expected return on plan assets (4) 3.51% 2.75% 4.11% 3.15% 2.75% 7.00% 3.81% 2.75% 4.24% 3.27% 2.75% 7.00% 3.99% 2.75% 3.87% 3.87% 3.00% 7.00% 3.59% 2.75% 4.43% 3.29% 2.75% 3.96% 2.75% 4.59% 3.35% 2.75% 4.14% 2.75% 3.86% 3.86% 3.00% N/A N/A N/A (1) The Company’s discount rate assumption, which is set annually at the end of each year, is determined by management with the aid of third-party actuaries. 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. For the Canadian pension and other postretirement benefit plans, future expected benefit payments are discounted using spot rates based on a derived AA corporate bond yield curve for each maturity year. (2) The rate of compensation increase is determined by the Company based upon its long-term plans for such increases. (3) In 2015 and prior years, current service cost and interest cost were determined using the discount rate used to measure the projected benefit obligation at the beginning of the period. Beginning in 2016, as described in the “Adoption of the spot rate approach” section of this Note, the Company adopted the spot rate approach to measure current service cost and interest cost for all defined benefit pension and other postretirement benefit plans. (4) The expected long-term rate of return is determined based on expected future performance for each asset class and is weighted based on the investment policy. For 2017, the Company used a long-term rate of return assumption of 7.00% on the market-related value of plan assets to compute net periodic benefit cost (income). 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. In 2018, the Company will maintain the expected long- term rate of return on plan assets at 7.00% to reflect management's current view of long-term investment returns. CN | 2017 Annual Report 81 Notes to Consolidated Financial Statements Expected future benefit payments The following table provides the expected benefit payments for pensions and other postretirement benefits for the next five years and the subsequent five-year period: In millions 2018 2019 2020 2021 2022 Years 2023 to 2027 Pensions 1,041 1,046 1,049 1,051 1,051 5,178 $ $ $ $ $ $ Other postretirement benefits $ $ $ $ $ $ 17 17 16 16 15 72 Defined contribution and other plans 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 a Section 401(k) savings plan for certain U.S. based employees. The Company’s contributions under these plans were expensed as incurred and, in 2017, amounted to $19 million (2016 - $18 million; 2015 - $18 million). Contributions to multi-employer plan Under collective bargaining agreements, the Company participates in a multi-employer benefit plan named the Railroad Employees National Early Retirement Major Medical Benefit Plan which provides certain postretirement health care benefits to certain retirees. The Company’s contributions under this plan were expensed as incurred and amounted to $15 million in 2017 (2016 - $12 million; 2015 - $10 million). The annual contribution rate for the plan was $216.54 per month per active employee for 2017 (2016 - $178.45). The plan covered 462 retirees in 2017 (2016 - 416 retirees). Adoption of the spot rate approach In 2016, the Company adopted the spot rate approach to measure current service cost and interest cost for all defined benefit pension and other postretirement benefit plans on a prospective basis as a change in accounting estimate. In 2015 and in prior years, these costs were determined using the discount rate used to measure the projected benefit obligation at the beginning of the period. The spot rate approach enhances the precision to which current service cost and interest cost are measured by increasing the correlation between projected cash flows and spot discount rates corresponding to their maturity. Under the spot rate approach, individual spot discount rates along the same yield curve used in the determination of the projected benefit obligation are applied to the relevant projected cash flows for current service cost at the relevant maturity. More specifically, current service cost is measured using the cash flows related to benefits expected to be accrued in the following year by active members of a plan and interest cost is measured using the projected cash flows making up the projected benefit obligation multiplied by the corresponding spot discount rate at each maturity. Use of the spot rate approach does not affect the measurement of the projected benefit obligation. In 2016, the adoption of the spot rate approach increased net periodic benefit income by approximately $130 million compared to the approach applicable in 2015 and prior years. 82 CN | 2017 Annual Report Notes to Consolidated Financial Statements 13 – Share capital Authorized capital stock The authorized capital stock of the Company is as follows:  Unlimited number of Common Shares, without par value  Unlimited number of Class A Preferred Shares, without par value, issuable in series  Unlimited number of Class B Preferred Shares, without par value, issuable in series Common shares In millions Issued common shares Common shares in Share Trusts Outstanding common shares Repurchase of common shares December 31, 2017 744.6 (2.0) 742.6 2016 763.8 (1.8) 762.0 2015 788.6 (1.4) 787.2 The Company may repurchase shares pursuant to a Normal Course Issuer Bid (NCIB) at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. Under its current NCIB, the Company may repurchase up to 31.0 million common shares between October 30, 2017 and October 29, 2018. As at December 31, 2017, the Company had repurchased 2.9 million common shares under its current NCIB. The following table provides the information related to the share repurchases for the years ended December 31, 2017, 2016 and 2015: In millions, except per share data Number of common shares repurchased (1) Weighted-average price per share (2) Amount of repurchase (3) Year ended December 31, 2017 20.4 98.27 2,000 $ $ 2016 26.4 75.85 2,000 $ $ 2015 23.3 75.20 1,750 $ $ (1) Includes repurchases of common shares in the first and second quarters of 2017, each quarter of 2016, and the first, third and fourth quarters of 2015, pursuant to private agreements between the Company and arm’s-length third-party sellers. (2) Includes brokerage fees where applicable. (3) Includes settlements in subsequent periods. Share Trusts The Company’s Share Trusts purchase common shares on the open market, which are used to deliver common shares under the Share Units Plan (see Note 14 – Stock-based compensation). Shares purchased by the Share Trusts are retained until the Company instructs the trustee to transfer shares to participants of the Share Units Plan. Common shares purchased by the Share Trusts are accounted for as treasury stock. The Share Trusts may sell shares on the open market to facilitate the remittance of the Company’s employee tax withholding obligations. In 2018, the Share Trusts could purchase up to 1.2 million common shares on the open market in anticipation of future settlements of equity settled PSU awards. The following table provides the information related to the share purchases and settlements by Share Trusts for the years ended December 31, 2017, 2016 and 2015. In millions, except per share data Share purchases by Share Trusts Number of common shares Weighted-average price per share (1) Amount of purchase Share settlements by Share Trusts Number of common shares Weighted-average price per share Amount of settlement (1) Includes brokerage fees where applicable. Year ended December 31, 2017 2016 2015 0.5 102.17 55 0.3 77.99 24 $ $ $ $ $ $ $ $ 0.7 84.99 60 0.3 73.31 23 $ $ $ $ 1.4 73.31 100 - - - CN | 2017 Annual Report 83 Notes to Consolidated Financial Statements Additional paid-in capital Additional paid-in capital includes the stock-based compensation expense on equity settled awards and other items relating to equity settled awards. Upon the exercise or settlement of equity settled awards, the stock-based compensation expense related to those awards is reclassified from Additional paid-in capital to Common shares. 14 – Stock-based compensation The Company has various stock-based compensation plans for eligible employees. A description of the major plans is provided herein. The following table provides the stock-based compensation expense for awards under all plans, as well as the related tax benefit and excess tax benefit recognized in income, for the years ended December 31, 2017, 2016 and 2015: In millions Share Units Plan Equity settled awards Cash settled awards Total Share Units Plan expense Voluntary Incentive Deferral Plan (VIDP) Equity settled awards Cash settled awards Total VIDP expense (recovery) Stock option awards Total stock-based compensation expense Tax benefit recognized in income Excess tax benefit recognized in income (1) Year ended December 31, 2017 2016 2015 $ $ $ $ $ $ $ $ 54 1 55 1 6 7 13 75 18 13 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 42 16 58 1 5 6 12 76 17 5 39 14 53 - (3) (3) 11 61 14 N/A (1) Effective January 1, 2016, the excess tax benefit is recognized in income in accordance with ASU 2016-09. Share Units Plan The objective of the Share Units Plan is to enhance the Company’s ability to attract and retain talented employees and to provide alignment of interests between such employees and the shareholders of the Company. Under the Share Units Plan, the Company grants performance share unit (PSU) awards. The PSU-ROIC awards vest dependent upon the attainment of a target level of return on invested capital (ROIC) over the plan period of three years. Such performance vesting criteria results in a performance vesting factor that ranges from 0% to 200% (0% to 150% for PSUs- ROIC granted in 2014 and settled in 2017) depending on the level of ROIC attained. Payout is conditional upon the attainment of a minimum share price, calculated using the average of the last three months of the plan period. PSU-TSR awards, introduced in 2015, vest dependent upon the attainment of a total shareholder return (TSR) market condition over the plan period of three years. Such performance vesting criteria result in a performance vesting factor that ranges from 0% to 200% depending on the Company’s TSR relative to a Class I Railways peer group and components of the S&P/TSX 60 Index. Equity settled awards PSUs-ROIC and PSUs-TSR are settled in common shares of the Company, subject to the attainment of their respective vesting conditions, by way of disbursement from the Share Trusts (see Note 13 – Share capital). The number of shares remitted to the participant upon settlement is equal to the number of PSUs awarded multiplied by the performance vesting factor less shares withheld to satisfy the participant’s withholding tax requirement. For the plan period ended December 31, 2017, for the 2015 grant, the level of ROIC attained resulted in a performance vesting factor of 135%, and the level of TSR attained resulted in a performance vesting factor of 142%. The total fair value of the equity settled awards that vested in 2017 was $43 million (2016 - $41 million; 2015 - $48 million). As the respective vesting conditions under each plan were met at December 31, 2017, and the minimum share price condition was met for the PSU-ROIC awards, settlement of approximately 0.4 million shares, net of withholding taxes, is expected to occur in the first quarter of 2018. 84 CN | 2017 Annual Report Notes to Consolidated Financial Statements Cash settled awards The value of the payout is equal to the number of PSUs-ROIC awarded multiplied by the performance vesting factor and by the 20-day average closing share price ending on January 31 of the following year. There were no cash settled awards that vested in 2017. The total fair value of the cash settled awards that vested in 2016 and 2015 was $45 million and $39 million, respectively. The following table provides a summary of the activity related to PSU awards: PSUs-ROIC (1) PSUs-TSR (2) Equity settled Cash settled PSUs-ROIC (3) Weighted-average grant date fair value Units In millions Units In millions Weighted-average grant date fair value 1.3 0.4 (0.4) (0.1) 1.2 0.9 0.4 (0.4) (0.1) 0.8 $ $ $ $ $ $ $ $ $ $ 49.82 53.19 66.84 37.62 46.35 42.14 53.19 50.87 37.62 44.18 0.3 0.1 - - 0.4 0.3 0.1 (0.1) - 0.3 $ $ 103.93 103.37 N/A $ $ $ $ $ $ $ 97.06 104.32 103.93 103.37 114.86 97.06 99.34 Units In millions 0.4 - (0.4) - - - - - - - Outstanding at December 31, 2016 Granted Settled (4) (5) Forfeited Outstanding at December 31, 2017 Nonvested at December 31, 2016 Granted Vested during the year (6) Forfeited Nonvested at December 31, 2017 (1) The grant date fair value of equity settled PSUs-ROIC granted in 2017 of $23 million is calculated using a lattice-based valuation model. As at December 31, 2017, total unrecognized compensation cost related to nonvested equity settled PSUs-ROIC outstanding was $26 million and is expected to be recognized over a weighted-average period of 1.6 years. (2) The grant date fair value of equity settled PSUs-TSR granted in 2017 of $15 million is calculated using a Monte Carlo simulation model. As at December 31, 2017, total unrecognized compensation cost related to nonvested equity settled PSUs-TSR outstanding was $9 million and is expected to be recognized over a weighted- average period of 1.6 years. (3) As at December 31, 2017, the liability for cash settled PSUs-ROIC was $nil (2016 - $45 million). (4) Equity settled PSUs-ROIC granted in 2014 met the minimum share price condition for settlement and attained a performance vesting factor of 150%. In the first quarter of 2017, these awards were settled, net of the remittance of the participants’ withholding tax obligation of $30 million, by way of disbursement from the Share Trusts of 0.3 million common shares. (5) Cash settled PSUs-ROIC granted in 2014 met the minimum share price condition for payout and attained a performance vesting factor of 150%. In the first quarter of 2017, the Company paid out $46 million for these awards. (6) The awards that vested during the year are expected to be settled in the first quarter of 2018. The following table provides the assumptions and fair values related to the PSU-ROIC awards: Year of grant Assumptions Stock price ($) (2) Expected stock price volatility (3) Expected term (years) (4) Risk-free interest rate (5) Dividend rate ($) (6) Weighted-average grant date fair value ($) (1) Assumptions used to determine fair value of the equity settled PSU-ROIC awards are on the grant date. . (2) For equity settled awards, the stock price represents the closing share price on the grant date. Equity settled PSUs-ROIC (1) 2017 2016 2015 91.91 19% 3.0 0.98% 1.65 53.19 74.17 19% 3.0 0.43% 1.50 35.11 84.55 15% 3.0 0.45% 1.25 50.87 (3) Based on the historical volatility of the Company's stock over a period commensurate with the expected term of the award. (4) Represents the period of time that awards are expected to be outstanding. (5) Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards. (6) Based on the annualized dividend rate. CN | 2017 Annual Report 85 Notes to Consolidated Financial Statements Voluntary Incentive Deferral Plan The Company’s Voluntary Incentive Deferral Plan (VIDP) provides eligible senior management employees the opportunity to elect to receive their annual incentive bonus payment in deferred share units (DSU) of the Company up to specific deferral limits. A DSU is equivalent to a common share of the Company and also earns dividends when normal cash dividends are paid on common shares. For equity settled DSUs, the number of DSUs received by each participant is established at time of deferral. For cash settled DSUs, the number of DSUs received by each participant is calculated using the Company’s average closing share price for the 20 trading days prior to and including the date of the incentive payment. For each participant, the Company will grant a further 25% of the amount elected in DSUs, which will vest over a period of four years. The election to receive eligible incentive payments in DSUs is no longer available to a participant when the value of the participant’s vested DSUs is sufficient to meet the Company’s stock ownership guidelines. Equity settled awards DSUs are settled in common shares of the Company at the time of cessation of employment by way of an open market purchase by the Company. The number of shares remitted to the participant is equal to the number of DSUs awarded less shares withheld to satisfy the participant’s withholding tax requirement. The total fair value of equity settled DSU awards vested in 2017 was $1 million (2016 and 2015 - $1 million). Cash settled awards The value of each participant’s DSUs is payable in cash at the time of cessation of employment. The total fair value of cash settled DSU awards vested in 2017, 2016 and 2015 was $nil. The following table provides a summary of the activity related to DSU awards: Outstanding at December 31, 2016 Granted Vested Settled (3) Outstanding at December 31, 2017 (4) Equity settled DSUs (1) Cash settled DSUs (2) Units In millions 1.5 0.1 - (0.5) 1.1 Weighted-average grant date fair value $ $ $ $ $ 76.54 93.85 97.23 76.54 77.81 Units In millions 0.3 - - (0.1) 0.2 (1) (2) (3) (4) The grant date fair value of equity settled DSUs granted in 2017 of $4 million is calculated using the Company’s stock price on the grant date. As at December 31, 2017, the aggregate intrinsic value of equity settled DSUs outstanding amounted to $105 million. The fair value of cash settled DSUs as at December 31, 2017 is based on the intrinsic value. As at December 31, 2017, the liability for cash settled DSUs was $30 million (2016 - $35 million). The closing stock price used to determine the liability was $103.65. For the year ended December 31, 2017 the Company purchased 0.3 million common shares for the settlement of equity settled DSUs, net of the remittance of the participants’ withholding tax obligation of $27 million. The number of units outstanding that were nonvested, unrecognized compensation cost and the remaining recognition period for cash and equity settled DSUs have not been quantified as they relate to a minimal number of units. 86 CN | 2017 Annual Report Notes to Consolidated Financial Statements Stock option awards The Company has stock option plans for eligible employees to acquire common shares of the Company upon vesting at a price equal to the market value of the common shares at the date of granting. The options issued by the Company are conventional options that vest over a period of time. The right to exercise options generally accrues over a period of four years of continuous employment. Options are not generally exercisable during the first 12 months after the date of grant and expire after 10 years. As at December 31, 2017, 16.2 million common shares remained authorized for future issuances under these plans. During the year ended December 31, 2017, the Company granted 1.0 million (2016 - 1.2 million; 2015 - 0.9 million) stock options. The following table provides the activity of stock option awards during 2017, and for options outstanding and exercisable at December 31, 2017, the weighted-average exercise price: Options outstanding Nonvested options Outstanding at December 31, 2016 (1) Granted (2) Forfeited/Cancelled Exercised (3) Vested (4) Outstanding at December 31, 2017 (1) Exercisable at December 31, 2017 (1) Weighted-average exercise price Number of options Weighted-average grant date fair value Number of options In millions 5.3 1.0 - (1.2) $ $ $ $ 61.07 92.16 78.00 48.75 N/A N/A 5.1 2.7 $ $ 66.78 54.97 In millions 2.4 1.0 - $ $ $ 11.16 14.44 12.06 N/A N/A (1.0) 2.4 $ $ 10.77 12.62 N/A N/A (1) (2) (3) 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 grant date fair value of options awarded in 2017 of $14 million is calculated using the Black-Scholes option-pricing model. As at December 31, 2017, total unrecognized compensation cost related to nonvested options outstanding was $7 million and is expected to be recognized over a weighted-average period of 2.6 years. The total intrinsic value of options exercised in 2017 was $62 million (2016 - $73 million; 2015 - $127 million). The cash received upon exercise of options in 2017 was $58 million (2016 - $61 million; 2015 - $74 million) and the related excess tax benefit realized in 2017 was $5 million (2016 - $5 million; 2015 - $5 million). (4) The grant date fair value of options vested in 2017 was $10 million (2016 - $10 million; 2015 - $9 million). The following table provides the number of stock options outstanding and exercisable as at December 31, 2017 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, 2017 at the Company’s closing stock price of $103.65. Options outstanding Options exercisable Range of exercise prices In millions In millions In millions Number of options Weighted- average years to expiration Weighted- average exercise price Aggregate intrinsic value Number of options Weighted- average exercise price Aggregate intrinsic value In millions $ 20.95 - $ 47.30 $ 47.31 - $ 59.30 $ 59.31 - $ 66.54 $ 66.55 - $ 84.23 $ 84.24 - $ 107.37 Balance at December 31, 2017 (1) 0.9 1.0 1.1 0.9 1.2 5.1 3.1 5.1 7.2 7.6 8.7 $ $ $ $ $ 35.76 56.04 66.42 80.07 88.76 $ 62 45 39 22 18 0.9 0.9 0.5 0.3 0.1 $ $ $ $ $ 35.76 $ 55.78 66.45 81.36 84.55 62 41 17 7 2 6.5 $ 66.78 $ 186 2.7 $ 54.97 $ 129 (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, 2017, substantially all of the stock options outstanding were in-the-money. The weighted-average years to expiration of exercisable stock options was 5 years. CN | 2017 Annual Report 87 Notes to Consolidated Financial Statements The following table provides the assumptions used in the valuation of stock option awards: Year of grant Assumptions Grant price ($) Expected stock price volatility (1) Expected term (years) (2) Risk-free interest rate (3) Dividend rate ($) (4) Weighted-average grant date fair value ($) 2017 2016 2015 92.16 20% 5.5 1.24% 1.65 14.44 75.16 20% 5.5 0.76% 1.50 10.57 84.47 20% 5.5 0.78% 1.25 13.21 . (1) (2) (3) (4) Based on the historical volatility of the Company's stock over a period commensurate with the expected term of the award. Represents the period of time that awards are expected to be outstanding. The Company uses historical data to predict option exercise behavior. Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards. Based on the annualized dividend rate. Stock price volatility Compensation cost for the Company’s cash settled Share Units Plan is based on the fair value of the awards at each 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 cash settled VIDP is marked-to-market at each 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. Employee Share Investment Plan The Company has an Employee Share Investment Plan (ESIP) giving eligible employees the opportunity to subscribe for up to 10% of their gross salaries to purchase shares of the Company’s common stock on the open market and to have the Company invest, on the employees’ behalf, a further 35% of the amount invested by the employees, up to 6% of their gross salaries. The following table provides the number of participants holding 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, 2017, 2016 and 2015: Number of participants holding shares Total number of ESIP shares purchased on behalf of employees (millions) Expense for Company contribution (millions) Year ended December 31, 2017 19,642 1.7 36 $ 2016 19,108 1.9 37 $ 2015 19,728 2.0 38 $ 88 CN | 2017 Annual Report Notes to Consolidated Financial Statements 15 – Accumulated other comprehensive loss In millions Foreign currency translation adjustments Pension and other postretirement benefit plans Total before tax Income tax recovery (expense) Total net of tax Balance at December 31, 2014 $ (451) $ (2,510) $ (2,961) $ 534 $ (2,427) Other comprehensive income (loss) before reclassifications: Foreign exchange gain on translation of net investment in foreign operations Foreign exchange loss on translation of US dollar-denominated debt designated as a hedge of the net investment in 1,607 1,607 - 1,607 foreign operations (1,358) Actuarial gain arising during the year Prior service cost from plan amendment arising during the year Amounts reclassified from Accumulated other comprehensive loss: Amortization of net actuarial loss Amortization of prior service costs Settlement loss arising during the year Other comprehensive income 249 74 (1) 224 5 4 306 (1,358) 74 (1) 224 (1) 5 (1) 4 (1) 555 181 (18) - (56) (2) (1) (2) (1) (2) 105 (1,177) 56 (1) 168 4 3 660 Balance at December 31, 2015 $ (202) $ (2,204) $ (2,406) $ 639 $ (1,767) Other comprehensive income (loss) before reclassifications: Foreign exchange loss on translation of net investment in foreign operations Foreign exchange gain on translation of US dollar-denominated debt designated as a hedge of the net investment in foreign operations Actuarial loss arising during the year Amounts reclassified from Accumulated other comprehensive loss: Amortization of net actuarial loss Amortization of prior service costs Settlement loss arising during the year (310) 265 Other comprehensive income (loss) (45) (310) - (310) (881) 172 5 10 (694) 265 (881) 172 (1) 5 (1) 10 (1) (739) (35) 235 (47) (2) (1) (2) (4) (2) 148 230 (646) 125 4 6 (591) Balance at December 31, 2016 $ (247) $ (2,898) $ (3,145) $ 787 $ (2,358) (1) Reclassified to Labor and fringe benefits in the Consolidated Statements of Income and included in components of net periodic benefit cost. See Note 12 - Pensions and other postretirement benefits. (2) Included in Income tax recovery (expense) in the Consolidated Statements of Income. CN | 2017 Annual Report 89 Notes to Consolidated Financial Statements In millions Foreign currency translation adjustments Pension and other postretirement benefit plans Total before tax Income tax recovery (expense) Total net of tax Balance at December 31, 2016 $ (247) $ (2,898) $ (3,145) $ 787 $ (2,358) Other comprehensive income (loss) before reclassifications: Foreign exchange loss on translation of net investment in foreign operations Foreign exchange gain on translation of US dollar-denominated debt designated as a hedge of the net investment in foreign operations Actuarial loss arising during the year Amounts reclassified from Accumulated other comprehensive loss: Amortization of net actuarial loss Amortization of prior service costs (701) 504 Other comprehensive loss (197) (701) - (701) (408) 179 5 (224) 504 (408) (67) 110 179 (1) 5 (1) (421) (47) (2) (1) (2) (5) 437 (298) 132 4 (426) Balance at December 31, 2017 $ (444) $ (3,122) $ (3,566) $ 782 $ (2,784) (1) Reclassified to Labor and fringe benefits in the Consolidated Statements of Income and included in components of net periodic benefit cost. See Note 12 - Pensions and other postretirement benefits. (2) Included in Income tax recovery (expense) in the Consolidated Statements of Income. 16 – Major commitments and contingencies Lease commitments The Company has operating and capital leases, mainly for locomotives, 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, 2017, the Company’s commitments under these operating and capital leases were $561 million and $241 million, respectively. Future minimum rental payments for operating leases having initial non-cancelable lease terms of more than one year and minimum lease payments for capital leases for the next five years and thereafter, are as follows: In millions 2018 2019 2020 2021 2022 2023 and thereafter Total Less: Imputed interest on capital leases at rates ranging from approximately 1.0% to 6.8% Present value of minimum lease payments included in debt (Note 10) $ $ Operating Capital 139 109 77 59 38 139 561 $ $ 52 17 21 12 7 132 241 83 158 Rental expense for operating leases for the year ended December 31, 2017 was $191 million (2016 - $197 million; 2015 - $204 million). Purchase commitments As at December 31, 2017, the Company had fixed price commitments to purchase locomotives, rail, railroad ties, other equipment and services, as well as outstanding information technology service contracts and licenses. In addition, the Company had variable commitments to purchase wheels based on forecasted volumes and fuel based on forecasted market prices. The total aggregate cost of these commitments was $2,170 million. 90 CN | 2017 Annual Report Notes to Consolidated Financial Statements Contingencies In the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-party personal injuries, occupational disease and property damage, arising out of harm to individuals or property allegedly caused by, but not limited to, derailments or other accidents. Canada Employee injuries are governed by the workers’ compensation legislation in each province whereby employees may be awarded either a lump sum or a future stream of payments depending on the nature and severity of the injury. As such, the provision for employee injury claims is discounted. In the provinces where the Company is self-insured, costs related to employee work-related injuries are accounted for based on actuarially developed estimates of the ultimate cost associated with such injuries, including compensation, health care and third- party administration costs. An actuarial study is generally performed at least on a triennial basis. For all other legal actions, the Company maintains, and regularly updates on a case-by-case basis, provisions for such items when the expected loss is both probable and can be reasonably estimated based on currently available information. In 2017, 2016 and 2015 the Company recorded an increase of $2 million, and a decrease of $11 million and $12 million, respectively, to its provision for personal injuries and other claims in Canada as a result of actuarial valuations for employee injury claims as well as various other legal claims. As at December 31, 2017, 2016 and 2015, the Company’s provision for personal injury and other claims in Canada was as follows: In millions Beginning of year Accruals and other Payments End of year Current portion - End of year United States 2017 2016 2015 $ $ $ 183 $ 38 (38) 183 40 $ $ 191 24 (32) 183 39 $ $ $ 203 17 (29) 191 27 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 through individual settlements. As such, the provision is undiscounted. 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, including asserted and unasserted occupational disease claims, and property damage claims, based on actuarial estimates of their ultimate cost. An actuarial study is performed annually. For employee work-related injuries, including asserted occupational disease claims, and third-party claims, including grade crossing, trespasser and property damage claims, the actuarial valuation considers, among other factors, the Company’s historical patterns of claims filings and payments. For unasserted occupational disease claims, the actuarial valuation 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 valuation with the current claim experience and, if required, adjustments to the liability 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 2017, the Company recorded an increase of $15 million to its provision for U.S. personal injury and other claims attributable to non- occupational disease claims, third-party claims and occupational disease claims pursuant to the 2017 actuarial valuation. In 2016 and 2015, actuarial valuations resulted in an increase of $21 million and decrease of $5 million, respectively. The prior years’ adjustments from the actuarial valuations were mainly attributable to occupational disease claims, non-occupational disease claims and third-party claims reflecting changes in the Company’s estimates of unasserted claims and costs related to asserted claims. The Company has an ongoing risk mitigation strategy focused on reducing the frequency and severity of claims through injury prevention and containment; mitigation of claims; and lower settlements of existing claims. CN | 2017 Annual Report 91 Notes to Consolidated Financial Statements As at December 31, 2017, 2016 and 2015, the Company’s provision for personal injury and other claims in the U.S. was as follows: In millions Beginning of year Accruals and other Payments Foreign exchange End of year Current portion - End of year 2017 2016 2015 $ 118 $ 105 $ 46 (41) (7) 116 25 $ $ 51 (34) (4) 118 37 $ $ $ $ 95 22 (30) 18 105 24 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, 2017, 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 cannot 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 consolidated 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. Environmental matters The Company’s operations are subject to numerous federal, provincial, 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, storage, transportation, treatment and disposal of waste, hazardous substances, and other materials; decommissioning of underground and aboveground storage tanks; and soil and groundwater contamination. A risk of environmental liability is inherent in railroad and related transportation operations; real estate ownership, operation 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 150 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 enforcement actions, including those imposed by the U.S. 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 6 sites governed 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 definitively 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 anticipated response actions, taking into account the available clean-up techniques; evolving regulatory standards governing environmental 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 assessments 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 reasonably estimated. The Company estimates the costs related to a particular site using cost scenarios established by external consultants 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 additional information becomes available. 92 CN | 2017 Annual Report Notes to Consolidated Financial Statements 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 expenses, which are classified as Casualty and other in the Consolidated Statements 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. As at December 31, 2017, 2016 and 2015, the Company’s provision for specific environmental sites was as follows: In millions Beginning of year Accruals and other Payments Foreign exchange End of year Current portion - End of year 2017 2016 2015 86 16 (23) (1) 78 57 $ $ $ 110 $ 6 (29) (1) 86 50 $ $ 114 81 (91) 6 110 51 $ $ $ The Company anticipates that the majority of the liability at December 31, 2017 will be paid out over the next five years. 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 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 identify potential environmental liabilities that may be associated with its properties may result in the identification of additional environmental liabilities and related costs. The magnitude of such additional liabilities and the costs of complying with future environmental laws and containing or remediating contamination cannot be reasonably estimated due to many factors, including:  the lack of specific technical information available with respect to many sites;    the absence of any government authority, third-party orders, or claims with respect to particular sites; the potential for new or changed laws and regulations and for development of new remediation technologies and uncertainty regarding the timing of the work with respect to particular sites; and 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 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. Future occurrences In railroad and related transportation operations, it is possible that derailments or other accidents, including spills and releases of hazardous materials, may occur that could cause harm to human health or to the environment. As a result, the Company may incur costs in the future, which may be material, to address any such harm, compliance with laws and other risks, including costs relating to the performance of clean-ups, payment of environmental penalties and remediation obligations, and damages relating to harm to individuals or property. Regulatory compliance The Company may incur significant capital and operating costs associated with environmental regulatory compliance and clean-up requirements, in its railroad operations and relating to its past and present ownership, operation or control of real property. Operating expenses related to regulatory compliance activities for environmental matters for the year ended December 31, 2017 amounted to $20 million (2016 - $19 million; 2015 - $20 million). In addition, based on the results of its operations and maintenance programs, as well as ongoing environmental audits and other factors, the Company plans for specific capital improvements on an annual basis. Certain of these improvements help ensure facilities, such as fueling stations and waste water and storm water treatment systems, comply with environmental standards and include new construction and the updating of existing systems and/or processes. Other capital expenditures relate to assessing and remediating certain impaired properties. The Company’s environmental capital expenditures for the year ended December 31, 2017 amounted to $21 million (2016 - $15 million; 2015 - $18 million). CN | 2017 Annual Report 93 Notes to Consolidated Financial Statements Guarantees and indemnifications In the normal course of business, the Company, including certain of its subsidiaries, enters into agreements that may involve providing guarantees or indemnifications to third parties and others, which may extend beyond the term of the agreements. These include, but are not limited to, residual value guarantees of operating leases, standby letters of credit, surety and other bonds, and indemnifications that are customary for the type of transaction or for the railway business. Guarantees Guarantee of residual values of operating leases The Company has guaranteed a portion of the residual values of certain of its assets under operating leases with expiry dates between 2018 and 2023, for the benefit of the lessor. If the fair value of the assets at the end of their respective lease term is less than the fair value, as estimated at the inception of the lease, then the Company must, under certain conditions, compensate the lessor for the shortfall. As at December 31, 2017, the maximum exposure in respect of these guarantees was $141 million (2016 - $161 million). There are no recourse provisions to recover any amounts from third parties. Other guarantees As at December 31, 2017, the Company had outstanding letters of credit of $394 million (2016 - $451 million) under the committed bilateral letter of credit facilities and $136 million (2016 - $68 million) under the uncommitted bilateral letter of credit facilities, and surety and other bonds of $167 million (2016 - $169 million), all issued by financial institutions with investment grade credit ratings to third parties to indemnify them in the event the Company does not perform its contractual obligations. As at December 31, 2017, the maximum potential liability under these guarantee instruments was $697 million (2016 - $688 million), of which $648 million (2016 - $629 million) related to other employee benefit liabilities and workers’ compensation and $49 million (2016 - $59 million) related to other liabilities. The guarantee instruments expire at various dates between 2018 and 2020. As at December 31, 2017, the Company had not recorded a liability with respect to guarantees as the Company did not expect to make any payments under its guarantees. General indemnifications In the normal course of business, the Company provides indemnifications, customary for the type of transaction or for the railway business, in various agreements with third parties, including indemnification provisions where the Company would be required to indemnify third parties and others. During the year, the Company entered into various contracts with third parties for which an indemnification was provided. Due to the nature of the indemnification clauses, the maximum exposure for future payments cannot be reasonably determined. To the extent of any actual claims under these agreements, the Company maintains provisions for such items, which it considers to be adequate. As at December 31, 2017, the Company had not recorded a liability with respect to any indemnifications. 17 - Financial instruments Risk management In the normal course of business, the Company is exposed to various risks from its use of financial instruments. To manage these risks, the Company follows a financial risk management framework, which is monitored and approved by the Company’s Finance Committee, with a goal of maintaining a strong balance sheet, optimizing earnings per share and free cash flow, financing its operations at an optimal cost of capital and preserving its liquidity. The Company has limited involvement with derivative financial instruments in the management of its risks and does not hold or issue them for trading or speculative purposes. Foreign currency risk The Company conducts its business in both Canada and the U.S. and as a result, is affected by currency fluctuations. Changes in the exchange rate between the Canadian dollar and the US dollar affect the Company’s revenues and expenses. To manage foreign currency risk, the Company designates US dollar-denominated long-term debt of the parent company as a foreign currency hedge of its net investment in foreign operations. As a result, from the dates of designation, foreign exchange gains and losses on translation of the Company’s US dollar- denominated long-term debt are recorded in Accumulated other comprehensive loss, which minimizes volatility of earnings resulting from the conversion of US dollar-denominated long-term debt into the Canadian dollar. The Company also enters into foreign exchange forward contracts to manage its exposure to foreign currency risk. As at December 31, 2017, the Company had outstanding foreign exchange forward contracts with a notional value of US$887 million (2016 - US$1,035 million). Changes in the fair value of foreign exchange forward contracts, resulting from changes in foreign exchange rates, are recognized in Other 94 CN | 2017 Annual Report Notes to Consolidated Financial Statements income in the Consolidated Statements of Income as they occur. For the year ended December 31, 2017, the Company recorded a loss of $72 million (2016 - loss of $1 million; 2015 - gain of $61 million) related to foreign exchange forward contracts. These losses or gains were largely offset by the re-measurement of US dollar-denominated monetary assets and liabilities recognized in Other income. As at December 31, 2017, Other current assets included an unrealized gain of $nil (2016 - $19 million) and Accounts payable and other included an unrealized loss of $19 million (2016 - $1 million), related to the fair value of outstanding foreign exchange forward contracts. Interest rate risk The Company is exposed to interest rate risk, which is the risk that the fair value or future cash flows of a financial instrument will vary as a result of changes in market interest rates. Such risk exists in relation to the Company’s long-term debt. The Company mainly issues fixed-rate debt, which exposes the Company to variability in the fair value of the debt. The Company also issues debt with variable interest rates, which exposes the Company to variability in interest expense. To manage interest rate risk, the Company manages its borrowings in line with liquidity needs, maturity schedule, and currency and interest rate profile. In anticipation of future debt issuances, the Company may use derivative instruments such as forward rate agreements. The Company does not currently hold any significant derivative instruments to manage its interest rate risk. Fair value of financial instruments The following table provides the valuation methods and assumptions used by the Company to estimate the fair value of financial instruments and their associated level within the fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets Level 2 Significant inputs (other than quoted prices included in Level 1) are observable The carrying amounts of Cash and cash equivalents and Restricted cash and cash equivalents approximate fair value. These financial instruments include highly liquid investments purchased three months or less from maturity, for which the fair value is determined by reference to quoted prices in active markets. The carrying amounts of Accounts receivable, Other current assets, and Accounts payable and other approximate fair value. The fair value of these financial instruments is not determined using quoted prices, but rather from market observable information. The fair value of derivative financial instruments used to manage the Company’s exposure to foreign currency risk and included in Other current assets and Accounts payable and other is measured by discounting future cash flows using a discount rate derived from market data for financial instruments subject to similar risks and maturities. The carrying amount of the Company’s debt does not approximate fair value. The fair value is estimated based on 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 maturity. As at December 31, 2017, the Company’s debt had a carrying amount of $10,828 million (2016 - $10,937 million) and a fair value of $12,164 million (2016 - $12,084 million). Level 3 Significant inputs are unobservable The carrying amounts of investments included in Intangible and other assets approximate fair value, with the exception of certain cost investments for which significant inputs are unobservable and fair value is estimated based on the Company’s proportionate share of the underlying net assets. As at December 31, 2017, the Company’s investments had a carrying amount of $73 million (2016 - $68 million) and a fair value of $225 million (2016 - $220 million). 18 – 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 U.S. Financial information reported at this level, such as revenues, operating income, and cash flow from operations, is used by corporate management, including the Company’s chief operating decision-maker, in evaluating financial and operational performance and allocating resources across CN’s network. The Company’s strategic initiatives, which drive its operational direction, are developed and managed centrally by corporate management and are communicated to its regional activity centers (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 planning, 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-established efficiency standards set at the corporate level are met. The CN | 2017 Annual Report 95 Notes to Consolidated Financial Statements 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 of the following areas:     each region’s sole business activity is the transportation of freight over the Company’s extensive rail network; the regions service national accounts that extend over the Company’s various commodity groups and across its rail network; 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; and the Company and its subsidiaries, not its regions, are subject to regulatory regimes in both Canada and the U.S. For the years ended December 31, 2017, 2016, and 2015, no major customer accounted for more than 10% of total revenues and the largest rail freight customer represented approximately 3% of total annual rail freight revenues. The following tables provide information by geographic area: In millions Revenues Canada U.S. Total revenues Net income Canada U.S. Total net income In millions Properties Canada U.S. Total properties Year ended December 31, 2017 2016 2015 $ $ $ $ $ $ 8,794 4,247 $ 7,971 4,066 $ 8,283 4,328 13,041 $ 12,037 $ 12,611 2,857 2,627 $ 2,708 $ 932 5,484 $ 3,640 $ 2,469 1,069 3,538 2017 2016 18,305 $ 15,884 34,189 $ 17,445 16,310 33,755 December 31, 19 – Subsequent event Shelf prospectus and registration statement On January 24, 2018, the Company filed a preliminary shelf prospectus with Canadian securities regulators, pursuant to which CN may issue up to an aggregate amount of $6.0 billion of debt securities over a 25-month period. The final shelf prospectus and the corresponding U.S. registration statement are expected to be filed in early February 2018, and will replace CN’s existing shelf prospectus and registration statement that expire on February 6, 2018. CN expects to use net proceeds from the sale of debt securities under the shelf prospectus and registration statement for general corporate purposes, including the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions, and other business opportunities. 96 CN | 2017 Annual Report This report has been printed on 30% post-consumer recycled content. Except where otherwise indicated, all financial information reflected in this document is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles (GAAP). Certain statements included in this annual report constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws. 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. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets” or other similar words. 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 to be materially different from the outlook or any future results or performance implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking 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; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; 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 “Management’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 and available on CN’s website, for a description of major risk factors. Forward-looking statements reflect information as of the date on which they are made. 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 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. As used herein, the word “Company” or “CN” means, as the context requires, Canadian National Railway Company and/or its subsidiaries. C O N T E N T S I A Message from Robert Pace II A Message from Jean-Jacques Ruest IV Investing for the Long Haul: • Innovation: Investing for Safety • Highlights • Innovation: Investing for Growth through Operational and Service Excellence • Investing with Our Customers: Innovating Our Service Offering • Investing for the Environment XIV Corporate Governance XV Board of Directors XVI Shareholder and Investor Information FINANCIAL SECTION 1 Selected Railroad Statistics – unaudited 2 Management’s Discussion and Analysis 54 Management’s Report on Internal Control over Financial Reporting 55 Report of Independent Registered Public Accounting Firm 57 Consolidated Financial Statements 61 Notes to Consolidated Financial Statements Additional copies of this report are La version française du présent rapport available from: CN Public Affairs est disponible à l’adresse suivante : Affaires publiques du CN 935 de La Gauchetière Street West 935, rue de La Gauchetière Ouest Montreal, Quebec H3B 2M9 Montréal (Québec) H3B 2M9 Telephone: 1-888-888-5909 Téléphone : 1 888 888-5909 Email: contact@cn.ca Courriel : contact@cn.ca 935 de La Gauchetière Street West Montreal, Quebec H3B 2M9 www.cn.ca 2 0 1 7 A N N U A L R E P O R T INVESTING for the LONG HAUL 2017 ANNUAL REPORT 

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