Canada
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980018609
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(Province
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification
No.)
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4011
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(Primary
Standard Industrial
Classification Code Number)
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935
de La Gauchetière Street West
Montreal,
Québec, Canada H3B 2M9
(514)
399-5430
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(Address
and telephone number of
Registrant’s
principal executive
offices)
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CT
Corporation System
1633
Broadway
New
York, NY 10019
(212)
664-1666
(Name,
address (including zip
code) and telephone
number (including area code)
of
agent for service in the
United
States
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Copies
to:
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Sean
Finn
Canadian
National Railway Company
935
de la Gauchetière Street West
Montreal,
Québec, Canada H3B 2M9
(514)
399-7091
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Alan
Dean
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
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New
Issue
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December
17, 2007
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(1)
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the
Annual Information Form of the
Company dated February 12, 2007 for the year ended December 31,
2006;
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(2)
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the
audited consolidated financial
statements of the Company for the years ended December 31, 2006
and 2005
and notes related thereto, together with the Report of Independent
Registered Public Accounting Firm thereon, prepared in accordance
with
U.S. generally accepted accounting principles ("GAAP"), as contained
in
the Company's 2006 Annual Report;
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(3)
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the
Company's Management's
Discussion and Analysis contained in the Company's 2006 Annual
Report;
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(4)
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the
Company's Management
Information Circular dated March 6, 2007 prepared in connection
with the
Company's annual meeting of shareholders held on April 24,
2007;
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(5)
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the
unaudited interim consolidated
financial statements of the Company for the three months and
nine months
ended September 30, 2007 and notes related thereto prepared in
accordance
with U.S. GAAP, including the Company's Management's Discussion
and
Analysis related thereto; and
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(6)
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the
material change report of the Company dated July 23, 2007 relating
to the
implementation of the Company's normal course issuer
bid.
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December
31, 2006
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September
30, 2007
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|||||||
(In
millions, except percentages)
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Current
portion of long-term debt
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$ |
218
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$ |
293
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Long-term
debt
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5,386
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5,342
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||||||
Total
debt
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5,604
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5,635
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Shareholders'
equity
Common
shares
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4,459
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4,359
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Accumulated
other comprehensive loss
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(44 | ) | (257 | ) | ||||
Retained
earnings
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5,409
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5,557
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Total
shareholders' equity
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9,824
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9,659
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Total
capitalization
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$ |
15,428
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$ |
15,294
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Ratio
of total debt to total capitalization
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36.32 | % | 36.84 | % |
Twelve
months ended
December 31,
2006
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Twelve
months ended
September 30,
2007
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Earnings
coverage (U.S.
GAAP)
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9.75
times
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8.85 times
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·
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Securities
will be unsecured obligations of the
Company;
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·
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senior
Securities will rank equally with all other unsecured and unsubordinated
indebtedness of the Company; and
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·
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subordinated
Securities will be subordinate, in right of payment, to all senior
indebtedness (as defined in the Subordinated
Indenture).
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·
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the
title of the Securities;
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·
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any
limit on the aggregate principal amount of Securities that may
be
issued;
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·
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the
date(s) of maturity;
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·
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the
rate(s) of interest, if any, or the method of calculation, the
date(s)
interest will begin to accrue, the date(s) interest will be payable
and
the regular record date(s) for interest payment dates or the method
for
determining such date(s);
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·
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the
covenants applicable to the
Securities;
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·
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any
mandatory or optional sinking fund or analogous
provisions;
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·
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the
date(s), if, any, and the price(s) at which the Company is obligated,
pursuant to any mandatory sinking fund provisions or otherwise,
to redeem,
or at a holder's option to purchase, such series of Securities
and other
related terms and provisions;
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·
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the
index used to determine any payments to be made on the
Securities;
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·
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the
currency or currencies of any payments to be made on the
Securities;
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·
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whether
or not the Securities will be issued in global form, their terms
and the
depositary;
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·
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the
terms upon which a global note may be exchanged in whole or in
part for
other Securities;
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·
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the
terms, if any, under which the Securities are convertible into
common
shares or any other security of the Company;
and
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·
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any
other terms of the series of
Securities.
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·
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failure
to pay any principal or premium, when
due;
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·
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failure
to pay any interest when due, and this failure continues for
30 days;
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·
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failure
to pay any sinking fund installment when
due;
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·
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failure
to perform any covenant or agreement relating to the Securities
or in the
indenture, and the failure continues for 60 days after written notice
by the trustee or by holders of at least 25% in aggregate principal
amount
outstanding;
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·
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failure
to pay principal when due, or acceleration, of any indebtedness
of the
Company in an aggregate principal amount exceeding $75 million,
and such
acceleration is not rescinded or annulled within 30 days after
written notice by the trustee or holders of at least 25% in aggregate
principal amount outstanding (this provision applies to the Senior
Indentures only);
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·
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certain
events of bankruptcy, insolvency or reorganization;
and
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·
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any
other event of default provided for that series of
Securities.
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·
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all
the outstanding Securities of a series have been delivered to the
trustee
for cancellation;
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·
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the
Company has paid all sums it is required to pay under the respective
indenture; or
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·
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the
Company deposits with the trustee, in trust, sufficient funds,
or
governmental securities, to cover payments due on all Securities
of such
series for principal, premium, if any, and interest and any other
sums due
under the applicable indenture to the stated maturity date or a
redemption
date of the Securities.
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·
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the
stated maturity date;
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·
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the
principal, premium, or interest payments, if
any;
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·
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the
place or currency of any payment;
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·
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the
rights of holders to enforce
payment;
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·
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the
percentage in principal amount of outstanding Securities of any
series,
the consent of whose holders is needed to modify, amend or waive
certain
provisions of the indentures or certain defaults;
or
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·
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if
applicable, the subordination
provisions.
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·
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a
default in any payments due under the U.S. Senior Indenture or
the
Subordinated Indenture or in payment of principal under the Canadian
Senior Indenture; and
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·
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a
default under an indenture provision that can be modified or amended
only
with the consent of each holder of an outstanding series of
Securities.
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Exhibit No.
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Description
of
Exhibit
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4.1
|
Annual
Information Form of the
Company dated February
12, 2007 (incorporated
by reference to
Form 40-F filed with the Securities and Exchange Commission
on February 14,
2007)
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4.2
|
Management’s
Discussion and Analysis of
Financial Results and the Audited Consolidated Financial Statements
of the
Company for the years
ended December 31, 2006
and 2005
and related notes
thereto, together
with the Report of
the Independent Registered Public Accounting Firm thereon as
contained in the Annual
Report of the Company for the year ended December 31, 2006
(incorporated by reference
to Form 6-K filed
with the Securities and Exchange Commission on February 14,
2007)
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4.3
|
The
management proxy circular of
the Company dated March 6, 2007 prepared in connection with the Company’s
annual meeting of shareholders held on April 24, 2007 (incorporated
by
reference to Form 6-K filed with the Securities and Exchange Commission
on
March 21, 2007)
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4.4
|
The
unaudited interim consolidated
financial statements of the Company for the nine
months ended September 30,
2007 and
related notes thereto,
including the Company’s
Management’s
Discussion and Analysis of
Financial Results (incorporated
by reference to Form
6-K filed with the Securities and Exchange Commission on October
26, 2007)
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5.1*
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Consent
of KPMG
LLP
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6.1*
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Powers
of Attorney given by
officers and directors signing this Registration
Statement are set forth
on the signature page
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7.1
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Indenture
dated as of June 1, 1998
between the Company and The Bank
of New York, as Trustee (incorporated by reference to Registration
No.
333-8518, Registration Statement on Form F-9 filed June
5, 1998, Exhibit
7.4)
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7.2*
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Form
T-1 Statement of Eligibility
under the Trust Indenture Act of 1939 of The Bank of
New
York, as
Trustee
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7.3
|
Indenture
dated as of June 23,
1999 between the Company and BMO Trust Company (formerly the Trust
Company
of Bank of Montreal),
as Trustee (incorporated by reference to Amendment No. 2 to Registration
No. 333-10420 Registration Statement on Form F-10 filed June 17,
1999,
Exhibit 7.1)
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Canadian
National Railway Company
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By: | /s/ E. Hunter Harrison | |||||
Name: |
E.
Hunter Harrison
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Title: |
President
and Chief Executive Officer
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By: | /s/ Sean Finn | |||||
Name: |
Sean
Finn
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Title: |
Senior
Vice-President Public Affairs, Chief Legal Officer and Corporate
Secretary
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Signature
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Title
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/s/
E. Hunter Harrison
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Director,
President and Chief Executive Officer (Principal Executive
Officer)
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E.
Hunter Harrison
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/s/
Claude Mongeau
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Executive
Vice President and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
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Claude
Mongeau
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*
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Director
and Chairman of the Board
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David
G.A. McLean
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*
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Director
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Michael
R. Armellino
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*
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Director
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A.
Charles Baillie
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Signature
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Title
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*
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Director
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Hugh
J. Bolton
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*
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Director
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J.V.
Raymond Cyr
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*
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Director
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Gordon
D. Giffin
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*
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Director
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James
K. Gray
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*
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Director
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Edith
E. Holiday
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*
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Director
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V.
Maureen Kempston Darkes
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*
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Director
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Robert
H. Lee
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*
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Director
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Denis
Losier
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*
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Director
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Edward
C. Lumley
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*
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Director
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Robert
Pace
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*
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Authorized
Representative in the United States
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Michael
T. Novak
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*By: | /s/ Sean Finn | ||
Sean Finn | |||
Attorney-in-fact |