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CN Reports Second-Quarter 2002 Financial Results.


Business Editors

MONTREAL--(BUSINESS WIRE)--July 22, 2002

Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  National (NYSE NYSE

See: New York Stock Exchange
:CNI (1) (Certified NetWare Instructor) See Novell certification.

(2) (Coalition for Networked Information, Washington, DC, www.cni.org) A partnership of the Association of Research Libraries, CAUSE and EDUCOM, founded in 1990.
)(TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:CNR See riser card.

CNR - Communication and Network Riser
)
-- Second-quarter 2002 net income and diluted earnings per share of $280 million and $1.39, respectively, compared with adjusted net income and diluted EPS (1) of $240 million and $1.21 for second-quarter 2001

-- Revenues of $1,551 million, up 11 per cent on the strength of WC acquisition and increased petroleum and chemicals, automotive and intermodal traffic

-- Strong six-month free cash flow of $356 million


Canadian National today reported second-quarter 2002 net income of $280 million, an increase of 17 per cent over adjusted net income (1) of $240 million for the same quarter of 2001.

Diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 for the second quarter of 2002 were $1.39, up 15 per cent from adjusted diluted earnings per share (1) of $1.21 for the year-earlier period.

Reported net income for the second quarter of 2001 was $217 million, or $1.10 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share.

Operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 for second-quarter 2002 increased 10 per cent to $490 million from $444 million - excluding the effect of a special charge to operations to recognize the costs of a workforce adjustment program - for the same quarter of 2001. Including the special charge, operating income for second-quarter 2001 was $346 million.

Revenues for the most recent quarter rose 11 per cent to $1,551 million, while operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 were $1,061 million. Excluding the special charge, second-quarter 2001 operating expenses were $948 million; including it, operating expenses were $1,046 million.

CN President and Chief Executive Officer Paul Paul, 1901–64, king of the Hellenes (1947–64), brother and successor of George II. He married (1938) Princess Frederika of Brunswick. During Paul's reign Greece followed a pro-Western policy, and the Cyprus question was temporarily resolved.  M. Tellier said: "We are pleased with these results, which were achieved in a difficult environment for our grain and coal units. The Wisconsin Wisconsin, state, United States
Wisconsin (wĭskŏn`sən, –sĭn), upper midwestern state of the United States. It is bounded by Lake Superior and the Upper Peninsula of Michigan, from which it is divided by the Menominee
 Central acquisition, and the strong performance of our petroleum and chemicals, automotive and intermodal in·ter·mod·al  
adj.
Relating to transportation by more than one means of conveyance, as by truck and rail: intermodal transport.
 units, drove a 17 per cent increase in net income, and 15 per cent rise in earnings per share for the second quarter. Free cash flow for the first half of 2002 was also strong, rising to $356 million from $208 million for the comparable period of 2001. In sum, the strength of our service-sensitive merchandise MERCHANDISE. By this term is understood all those things which merchants sell either wholesale or retail, as dry goods, hardware, groceries, drugs, &c. It is usually applied to personal chattels only, and to those which are not required for food or immediate support, but such as remain  business and intermodal unit more than offset tough conditions for CN's grain and coal segments.

"CN's petroleum and chemicals unit benefited from the inclusion of WC revenues, market share gains and strong sulfur sulfur or sulphur (sŭl`fər), nonmetallic chemical element; symbol S; at. no. 16; at. wt. 32.06; m.p. 112.8°C; (rhombic), 119.0°C; (monoclinic), about 120°C; (amorphous); b.p. 444.674°C;; sp. gr. at 20°C;, 2.  shipments to the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and to offshore markets. Continuing high motor vehicle production, particularly in the U.S., boosted our automotive revenue sharply. And the improvement in intermodal revenues reflected stronger Canadian retail sales, higher volumes on expedited trains in the Canadian domestic segment, and increased overseas traffic in spite of in opposition to all efforts of; in defiance or contempt of; notwithstanding.

See also: Spite
 the loss of some overseas moves. Grain revenues were significantly affected again by the poor 2001/2002 Canadian crop, while coal revenues declined as a result of reduced demand from power utilities and weak Canadian coal exports to offshore markets.

"CN's strength is its service-sensitive merchandise business - petroleum and chemicals, forest products, metals and minerals, and automotive - which is growing faster than the rail industry average as a result of our disciplined, scheduled railroad railroad or railway, form of transportation most commonly consisting of steel rails, called tracks, on which freight cars, passenger cars, and other rolling stock are drawn by one locomotive or more.  service. This service edge positions CN for further market share gains in its merchandise segments, with continued economic recovery expected for the balance of the year. However, CN remains cautious about business prospects for the second half of 2002, as there are signs of uncertainty in the overall level of consumer and business confidence."

Five of CN's seven business units experienced revenue gains in the second quarter of 2002: petroleum and chemicals (28 per cent); forest products (24 per cent); metals and minerals (18 per cent); automotive (14 per cent); and intermodal (seven per cent). Revenues declined for coal (eight per cent), and grain and fertilizers (seven per cent).

Total carloadings for second-quarter 2002 rose 12 per cent to 1,059 thousand.

CN's operating ratio Operating Ratio

A ratio that shows the efficiency of management by comparing operating expense to net sales:
 for the most recent three-month period was 68.4 per cent, compared with 68.1 per cent, excluding the special charge, for the year-earlier quarter.

The increase in operating expenses for second-quarter 2002 was largely attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to the consolidation of WC operating expenses, higher expenses for labor and fringe benefits fringe benefits,
n.pl the benefits, other than wages or salary, provided by an employer for employees (e.g., health insurance, vacation time, disability income).
, equipment rents, and casualty and other, partially offset by lower fuel costs.

First-half 2002 results

Net income for the first half of 2002 was $510 million, compared with adjusted net income (1) of $442 million for the comparable period of 2001.

Diluted earnings per share for the first six months of 2002 were $2.54 per share, up from adjusted diluted earnings per share (1) of $2.24 for the year-earlier period.

Reported net income for the first six months of 2001 was $492 million, or $2.49 per diluted share.

Operating income for the first half of 2002 was $896 million, compared with $829 million - excluding the effect of the special charge - for the same period of 2001. Including the special charge, operating income for first-half 2001 was $731 million.

First-half 2002 revenues increased 10 per cent to $3,060 million, while operating expenses were $2,164 million. Excluding the special charge, operating expenses for the first six months of 2001 were $1,961 million; including it, operating expenses were $2,059 million.

Five of CN's business units reported increased revenues for the first six months of 2002: forest products (28 per cent); petroleum and chemicals (23 per cent); metals and minerals (21 per cent); automotive (17 per cent); intermodal (three per cent). Revenues declined for grain and fertilizers (12 per cent) and coal (nine per cent).

Total carloadings for the first half of 2002 increased eight per cent to 2,058 thousand.

(1) Adjusted net income and diluted earnings per share for the second quarter and first half of 2001 exclude a $62-million after-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
 charge (31 cents per share Cents per share

The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned.
) to operations for a workforce adjustment program; a $71-million after-tax charge (35 cents per share) to write down CN's net investment in 360networks Inc.; and a $110 million deferred income tax recovery (55 cents per share) resulting from the enactment of lower corporate tax rates in Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . In addition, CN's first-half 2001 results exclude a gain from the sale of CN's 50 per cent interest in the Detroit River Detroit River

River, southeastern Michigan, U.S. Forming part of the boundary between Michigan and Ontario, Can., it connects Lake St. Clair with Lake Erie. It flows south for 32 mi (51 km) past Detroit and Windsor, Ont., where a bridge and tunnel connect the two cities.
 Tunnel tunnel, underground passage usually made without removing the overlying rock or soil. Although tunnels are approximately horizontal, they must be built with sufficient gradient for proper drainage.  Company, equal to $73 million after-tax, or 36 cents per diluted share. Note 10 to the accompanying ac·com·pa·ny  
v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies

v.tr.
1. To be or go with as a companion.

2.
 financial statements provides a reconciliation of adjusted net income to the Company's net income reported in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with United States generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 (U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
).

The financial results in this press release are reported in Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin"
loonie

dollar - the basic monetary unit in many countries; equal to 100 cents
 and were determined on the basis of U.S. GAAP.

This news release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. CN cautions that, by their nature, forward-looking statements involve risk and uncertainties and that its results could differ materially from those expressed or implied Inferred from circumstances; known indirectly.

In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated.
 in such statements. Reference should be made to CN's most recent Form 40-F filed with the United States Securities and Exchange Commission, and the Annual Information Form filed with the Canadian securities regulators, for a summary of major risk factors.

Canadian National Railway Company Canadian National Railway Company (NYSE: CNI, TSX: CNR) is a Canadian rail transportation company that operates the Canadian National Railway. It was created in December, 1918 as a Crown corporation of the Government of Canada to nationalize several bankrupt rail systems  spans Canada and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico
Golfo de Mexico

Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east
, serving the ports of Vancouver Vancouver, city, Canada
Vancouver, city (1991 pop. 471,844), SW British Columbia, Canada, on Burrard Inlet of the Strait of Georgia, opposite Vancouver Island and just N of the Wash. border.
, Prince Rupert Prince Rupert, city (1991 pop. 16,620), W British Columbia, Canada, on Kaien Island, in Chatham Sound near the mouth of the Skeena River, S of the Alaska border. , B.C., Montreal Montreal (mŏn'trēôl`), Fr. Montréal (môNrāäl`), city (1991 pop. 1,017,666), S Que., Canada, on Montreal island, surrounded by St. Lawrence River and Rivière des Prairies. , Halifax Halifax, city, Canada
Halifax, city (1991 pop. 114,455), provincial capital, S central N.S., Canada, on the Atlantic Ocean. It is the largest city in the Maritime Provinces and is one of Canada's principal ice-free Atlantic ports.
, New Orleans New Orleans (ôr`lēənz –lənz, ôrlēnz`), city (2006 pop. 187,525), coextensive with Orleans parish, SE La., between the Mississippi River and Lake Pontchartrain, 107 mi (172 km) by water from the river mouth; founded , and Mobile, Ala ALA aminolevulinic acid.
Ala alanine.
ala (a´lah) pl. a´lae   [L.] a winglike process.
., and the key cities of Toronto Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing , Buffalo, Chicago Chicago, city, United States
Chicago (shĭkä`gō, shĭkô`gō), city (1990 pop. 2,783,726), seat of Cook co., NE Ill., on Lake Michigan; inc. 1837.
, Detroit Detroit, city, United States
Detroit (dĭtroit`), city (1990 pop. 1,027,974), seat of Wayne co., SE Mich., on the Detroit River and between lakes St. Clair and Erie; inc. as a city 1815.
, Duluth Duluth (dəlth`), city (1990 pop. 85,493), seat of St. Louis co., NE Minn., at the west end of Lake Superior, at the head of lake navigation and opposite Superior, Wis.; inc. 1870. , Minn./Superior, Wis adv. 1. Certainly; really; indeed.
v. t. 1. To think; to suppose; to imagine; - used chiefly in the first person sing. present tense, I wis. See the Note under Ywis.
., Green Bay, Wis., Minneapolis/St. Paul, Memphis, St. Louis Louis, titular duke of Burgundy
Louis, 1682–1712, titular duke of Burgundy; grandson of King Louis XIV of France. He became heir to the throne on the death (1711) of his father, Louis the Great Dauphin.
, and Jackson Jackson.

1 City (1990 pop. 37,446), seat of Jackson co., S Mich., on the Grand River; inc. 1857. It is an industrial and commercial center in a farm region.
, Miss., with connections to all points in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. .



CANADIAN NATIONAL RAILWAY COMPANY
CONSOLIDATED STATEMENT OF INCOME (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions, except per share data)

                                 Three months ended   Six months ended
                                      June 30             June 30
                                 ------------------   ----------------
                                   2002      2001      2002      2001
----------------------------------------------------------------------
                                              (Unaudited)

Revenues                       $  1,551  $  1,392  $  3,060  $  2,790
----------------------------------------------------------------------

Operating expenses excluding
 special charge                   1,061       948     2,164     1,961

Special charge (Note 3)               -        98         -        98
----------------------------------------------------------------------
Total operating expenses          1,061     1,046     2,164     2,059

Operating income                    490       346       896       731

Interest expense                    (91)      (78)     (187)     (158)

Other income (loss) (Note 4)         23       (90)       61        22
----------------------------------------------------------------------

Income before income taxes          422       178       770       595

Income tax (expense)
 recovery (Note 5)                 (142)       39      (260)     (103)
----------------------------------------------------------------------

Net income (Note 10)           $    280  $    217  $    510  $    492
----------------------------------------------------------------------
----------------------------------------------------------------------

Earnings per share (Note 10)

  Basic                        $   1.44  $   1.13  $   2.64  $   2.57

  Diluted                      $   1.39  $   1.10  $   2.54  $   2.49

Weighted-average number of
 shares

  Basic                           193.9     192.0     193.5     191.7

  Diluted                         203.3     200.9     203.1     200.4
----------------------------------------------------------------------
----------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.



CANADIAN NATIONAL RAILWAY COMPANY
CONSOLIDATED STATEMENT OF OPERATING INCOME (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions)

                      Three months ended         Six months ended
                           June 30                   June 30
                    ------------------------   -----------------------
                                  Variance                    Variance
                  2002     2001     Fav         2002    2001    Fav
                                   (Unfav)                     (Unfav)
----------------------------------------------------------------------
                                      (Unaudited)
Revenues

Petroleum and
 chemicals      $  271   $  212      28%      $  544  $  443      23%
Metals and
 minerals          138      117      18%         260     214      21%
Forest products    334      269      24%         659     514      28%
Coal                81       88      (8%)        158     173      (9%)
Grain and
 fertilizers       255      275      (7%)        524     596     (12%)
Intermodal         261      244       7%         496     481       3%
Automotive         159      139      14%         310     266      17%
Other items         52       48       8%         109     103       6%
-------------------------------                -------------
                 1,551    1,392      11%       3,060   2,790      10%

Operating expenses

Labor and fringe
 benefits          430      370     (16%)        891     748     (19%)
Purchased
 services          143      132      (8%)        280     265      (6%)
Depreciation and
 amortization      144      131     (10%)        285     263      (8%)
Fuel               114      121       6%         226     264      14%
Equipment rents     92       75     (23%)        179     151     (19%)
Material            57       51     (12%)        118     114      (4%)
Operating taxes     42       37     (14%)         83      81      (2%)
Casualty and
 other              39       31     (26%)        102      75     (36%)
Special charge
 (Note 3)            -       98     100%           -      98     100%
-------------------------------               --------------
                 1,061    1,046      (1%)      2,164   2,059      (5%)
-------------------------------               --------------

Operating
 income         $  490   $  346      42%      $  896  $  731      23%
----------------------------------------------------------------------
----------------------------------------------------------------------

Operating  ratio
 (excluding
 special charge)  68.4%    68.1%   (0.3)        70.7%   70.3%   (0.4)
----------------------------------------------------------------------
----------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.



CANADIAN NATIONAL RAILWAY COMPANY
CONSOLIDATED BALANCE SHEET (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions)

                                    June 30  December 31      June 30
                                       2002         2001         2001
----------------------------------------------------------------------
                                 (Unaudited)               (Unaudited)

Assets

Current assets:
  Cash and cash equivalents       $      93   $       53   $       30
  Accounts receivable (Note 6)          675          645          662
  Material and supplies                 163          133          136
  Deferred income taxes (Note 5)        125          153          140
  Other                                 185          180          142
----------------------------------------------------------------------
                                      1,241        1,164        1,110

Properties                           18,732       19,145       15,880
Other assets and deferred
 charges (Note 2)                       866          914          382
----------------------------------------------------------------------

Total assets                      $  20,839   $   21,223   $   17,372
----------------------------------------------------------------------
----------------------------------------------------------------------

Liabilities and shareholders'
 equity

Current liabilities:
  Accounts payable and accrued
   charges                        $   1,355   $    1,374   $    1,272
  Current portion of long-term
   debt (Note 6)                        832          163          281
  Other                                  83          132           82
----------------------------------------------------------------------
                                      2,270        1,669        1,635

Deferred income taxes (Note 5)        4,560        4,591        3,404
Other liabilities and deferred
 credits                              1,217        1,345        1,159
Long-term debt (Note 6)               4,500        5,764        3,873
Convertible preferred
 securities (Note 7)                    347          366          348

Shareholders' equity:
  Common shares (Note 7)              4,499        4,442        4,402
  Accumulated other
   comprehensive income                  31           58           36
  Retained earnings                   3,415        2,988        2,515
----------------------------------------------------------------------
                                      7,945        7,488        6,953
----------------------------------------------------------------------

Total liabilities and
 shareholders' equity             $  20,839   $   21,223   $   17,372
----------------------------------------------------------------------
----------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.



CANADIAN NATIONAL RAILWAY COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions)

                                Three months ended   Six months ended
                                     June 30             June 30
                                ------------------   -----------------
                                  2002      2001      2002      2001
----------------------------------------------------------------------
                                             (Unaudited)
Common shares (1)

Balance, beginning of period   $ 4,473   $ 4,385   $ 4,442   $ 4,349

 Stock options exercised and
  conversion of convertible
  preferred securities (Note 7)     26        17        57        53
----------------------------------------------------------------------
Balance, end of period         $ 4,499   $ 4,402   $ 4,499   $ 4,402
----------------------------------------------------------------------
----------------------------------------------------------------------

Accumulated other
 comprehensive income

Balance, beginning of period   $    92   $    97   $    58   $   151

Other comprehensive income (loss):

Unrealized foreign exchange
 gain (loss) on translation
 of U.S. dollar denominated
 long-term debt designated as
 a hedge of the net investment
 in U.S. subsidiaries              219       123       208       (29)

Unrealized foreign exchange
 gain (loss) on translation
 of the net investment in
 foreign operations               (315)     (196)     (303)       51

Unrealized holding gain
 (loss) on investment in
  360networks Inc.                   -        22         -      (129)

Unrealized holding gain
 (loss) on fuel derivative
 instruments  (Note 8)               4         2        55        (5)
----------------------------------------------------------------------

Other comprehensive loss
 before income taxes               (92)      (49)      (40)     (112)

Income tax recovery
 (expense) on other
 comprehensive loss (Note 5)        31       (12)       13        (3)
----------------------------------------------------------------------
Other comprehensive loss           (61)      (61)      (27)     (115)
----------------------------------------------------------------------
Balance, end of period         $    31   $    36   $    31   $    36
----------------------------------------------------------------------
----------------------------------------------------------------------

Retained earnings

Balance, beginning of period   $ 3,176   $ 2,335   $ 2,988   $ 2,098

Net income                         280       217       510       492

Dividends                          (41)      (37)      (83)      (75)
----------------------------------------------------------------------
Balance, end of period         $ 3,415   $ 2,515   $ 3,415   $ 2,515
----------------------------------------------------------------------
----------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.

(1) The Company issued 0.6 million and 1.4 million shares for the
    three and six months ended June 30, 2002, respectively, as a
    result of stock options exercised and the conversion of
    convertible preferred securities. At June 30, 2002, the Company
    had 194.1 million common shares outstanding.



CANADIAN NATIONAL RAILWAY COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions)

                                 Three months ended  Six months ended
                                      June 30            June 30
                                 ------------------  -----------------
                                  2002      2001      2002      2001
----------------------------------------------------------------------
                                             (Unaudited)

Operating activities

Net income                     $   280   $   217   $   510   $   492
Non-cash items in income:
 Depreciation and
  amortization                     146       132       288       266
 Deferred income taxes
  (Note 5)                          85       (70)      156        17
 Gain on sale of investment
  (Note 4)                           -        -          -      (101)
 Write-down of investment
  (Note 4)                           -        99         -        99
 Special charge (Note 3)             -        98         -        98
Changes in:
 Accounts receivable                15        51       (41)       51
 Material and supplies             (10)       (1)      (33)      (26)
 Accounts payable and accrued
  charges                           31        56        20      (107)
 Other net current assets and
  liabilities                      (12)       (6)      (12)       (3)
Payments for workforce
 reductions                        (47)      (40)      (94)      (89)
Other                              (13)      (49)      (37)     (105)
----------------------------------------------------------------------
Cash provided from operating
 activities                        475       487       757       592
----------------------------------------------------------------------

Investing activities

Net additions to properties       (242)     (269)     (362)     (398)
Other, net                         (28)      (12)       44        89
----------------------------------------------------------------------
Cash used by investing
 activities                       (270)     (281)     (318)     (309)
----------------------------------------------------------------------

Dividends paid                     (41)      (37)      (83)      (75)

Financing activities

Issuance of long-term debt       1,035       236     1,890       504
Reduction of long-term debt     (1,182)     (430)   (2,260)     (742)
Issuance of common shares           25        15        54        45
----------------------------------------------------------------------
Cash used by financing
 activities                       (122)     (179)     (316)     (193)
----------------------------------------------------------------------
Net increase (decrease) in
 cash and cash equivalents          42       (10)       40        15

Cash and cash equivalents,
 beginning of period                51        40        53        15
----------------------------------------------------------------------

Cash and cash equivalents,
 end of period                 $    93   $    30   $    93   $    30
----------------------------------------------------------------------
----------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.


CANADIAN NATIONAL RAILWAY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------


Note 1 - Basis of presentation

In management's opinion, the accompanying unaudited interim consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
, prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP), contain all adjustments (consisting of normal recurring re·cur  
intr.v. re·curred, re·cur·ring, re·curs
1. To happen, come up, or show up again or repeatedly.

2. To return to one's attention or memory.

3. To return in thought or discourse.
 accruals Accruals

Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense.
) necessary to present fairly Canadian National Railway Canadian National Railway, rail system in Canada and the United States, extending from coast to coast in Canada with many branch lines in each province and in the United States.  Company's (the Company) financial position as at June June: see month.  30, 2002, December December: see month.  31 and June 30, 2001, its results of operations, changes in shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 and cash flows for the three and six months ended June 30, 2002 and 2001.

These consolidated financial statements and notes have been prepared using accounting policies consistent with those used in preparing the Company's 2001 Annual Consolidated Financial Statements. While management believes that the disclosures presented are adequate to make the information not misleading, these consolidated financial statements and notes should be read in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with the Company's Annual Consolidated Financial Statements.

Note 2 - Acquisition of Wisconsin Central Transportation Corporation

Wisconsin Central Transportation Corporation (WC) was consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 effective October October: see month.  9, 2001, the date the Company acquired control of WC. Accordingly, the Company's results of operations for the three and six months ended June 30, 2001 exclude the results of operations of WC. For comparative purposes only, if the Company had acquired WC on January January: see month.  1, 2001, based on the historical amounts reported by WC, revenues, net income, basic and diluted earnings per share would have been $1,533 million, $236 million, $1.23 per basic share and $1.19 per diluted share, respectively, for the three months ended June 30, 2001 and $3,069 million, $518 million, $2.70 per basic share and $2.61 per diluted share, respectively, for the six months ended June 30, 2001. These pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 figures do not reflect synergies, and accordingly, do not account for any potential increases in operating income, any estimated cost savings or facilities consolidation.

In the first quarter of 2002, the Company sold its investment in Tranz Rail Tranz Rail, formally Tranz Rail Holdings Limited, was the the main rail operator in New Zealand from 1995 until it was purchased by Toll Holdings in 2003. Formation  Holdings Limited (Tranz Rail), for net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of $68 million. The Company had acquired Tranz Rail, a company which operates a 2,400- route mile freight The price or compensation paid for the transportation of goods by a carrier. Freight is also applied to the goods transported by such carriers.

The liability of a carrier for freight damaged, lost, or destroyed during shipment is determined by contract, statute, or
 and passenger rail business in New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. , through its acquisition of WC, and had accounted for it as "available for sale" in accordance with the Financial Accounting Standards Board's (FASB FASB

See: Financial Accounting Standards Board


FASB

See Financial Accounting Standards Board (FASB).
) Emerging Issues Task Force (EITF EITF Emerging Issues Task Force
EITF Edinburgh International Television Festival
EITF Europe International Taekwon-Do Federation
) 87-11, "Allocation The apportionment or designation of an item for a specific purpose or to a particular place.

In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as
 of Purchase Price to Assets to be Sold." The difference between the carrying amount of the investment and the proceeds from sale was not significant.

Note 3 - Special charge

In the second quarter of 2001, the Company recorded a charge of $98 million, $62 million after tax, for the reduction of 690 positions by the end of 2002. The charge included severance The act of dividing, or the state of being divided.

The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when
 and other payments to be made to affected employees.

Note 4 - Other income (loss)

In June 2001, the Company recorded a charge of $99 million, $71 million after tax, to write down its net investment in 360networks Inc.

In the first quarter of 2001, the Company recorded a gain of $101 million, $73 million after tax, from the sale of its 50 percent interest in the Detroit River Tunnel Company (DRT DRT Dead right there Medtalk A macabre adjective referring to a Pt who has been clinical kaputt long enough to minimize the likelihood of resuscitation ). The DRT is a 1.6- mile rail-only tunnel crossing the Canada-U.S. border between Detroit and Windsor, Ontario Windsor is the southernmost city in Canada and lies at the western end of the heavily populated Quebec City-Windsor Corridor. Windsor is located directly south of Detroit and is separated from that city by the Detroit River. The city has views of the Detroit skyline. .

Note 5 - Income taxes

In June 2001, the Company recorded a reduction of $78 million to its net deferred income tax liability resulting from the enactment of lower corporate tax rates in Canada. As a result, for the three and six months ended June 30, 2001, a deferred income tax recovery of $110 million was recorded in the Consolidated statement of income and a deferred income tax expense of $32 million was recorded in Other comprehensive income.

Note 6 - Financing activities

Revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facilities

The Company has U.S.$1,000 million revolving credit facilities that expire expire /ex·pire/ (ek-spi´er)
1. to exhale.

2. to die.


ex·pire
v.
1. To breathe one's last breath; die.

2. To exhale.
 in March 2003. The credit facility agreements contain customary financial covenants with which the Company has been in full compliance since the inception INCEPTION. The commencement; the beginning. In making a will, for example, the writing is its inception. 3 Co. 31 b; Plowd. 343. Vide Consummation; Progression.  of the agreements. At June 30, 2002, the Company had entirely repaid its borrowings of U.S.$172 million (Cdn$273 million) outstanding at December 31, 2001. At June 30, 2002, letters of credit under the revolving credit facilities amounted to $292 million.

Commercial paper

The Company has a commercial paper program, which is backed by a portion of its revolving credit facilities, enabling it to issue commercial paper up to a maximum aggregate principal amount of $600 million, or the U.S. dollar equivalent. The revolving credit facilities will mature within the next twelve months and while the Company's intent is to renew the existing revolving credit facilities, the refinancing Refinancing

An extension and/or increase in amount of existing debt.
 has not been renegotiated and, as such, the outstanding balance of U.S.$209 million (Cdn$317 million) of commercial paper has been included in the current portion of long-term debt Current Portion Of Long-Term Debt

A portion of the balance sheet that represents the total amount of long-term debt that must be paid within the next year. The balance sheet has a liability section, which is broken down into long-term and current debt.
 at June 30, 2002.

Accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying  securitization Securitization

The process of creating a financial instrument by combining other financial assets and then marketing them to investors.

Notes:
Mortgage backed securities are a perfect example of securitization.

May also be spelled as "securitisation.


The Company has a revolving agreement, expiring ex·pire  
v. ex·pired, ex·pir·ing, ex·pires

v.intr.
1. To come to an end; terminate: My membership in the club has expired.

2.
 in June 2003, to sell eligible freight trade receivables Receivables

An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed
 up to a maximum of $350 million of receivables outstanding at any point in time. At June 30, 2002, pursuant to the agreement, $168 million and U.S.$113 million (Cdn$171 million) had been sold on a limited recourse Limited recourse

A term describing a type of loan in which the lender has limited or no claim against the parent company if the collateral is insufficient to repay the debt. See:Nonrecourse.
 basis reflecting no change in the level of accounts receivable sold since December 31, 2001.

Note 7 - Termination The point where a line, channel or circuit ends. See SCSI termination and hybrid.  of conversion rights of 5.25% Convertible preferred securities ("Securities")

On May 6, 2002, the Company announced that it had met the conditions required to terminate Terminate (terminat.exe) was a shareware modem terminal and host program for MS-DOS and compatible operating systems developed from the early to the late 1990s by the Dane Bo Bendtsen. The last release (5.  the Securities holders' right to convert their Securities into common shares of the Company, and set the conversion termination date termination date,
n See expiration date.
 as July July: see month.  3, 2002. The conditions were met when the Company's common share price exceeded 120% of the conversion price of U.S.$38.48 per share (as adjusted, following the Company's two-for-one common stock split in September September: see month.  1999) for a specified spec·i·fy  
tr.v. spec·i·fied, spec·i·fy·ing, spec·i·fies
1. To state explicitly or in detail: specified the amount needed.

2. To include in a specification.

3.
 period, and all accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 on the Securities had been paid.

As of June 30, 2002, approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 U.S.$1 million principal amount of the Securities were surrendered for conversion into common shares.

On July 3, 2002, the closing price of the Company's common shares exceeded the conversion price of U.S.$38.48 per share. As a result, Securities that had not been previously surrendered for conversion were converted, resulting in the issuance of approximately 6 million common shares of the Company.

Note 8 - Derivative instruments Derivative instruments

Contracts such as options and futures whose price is derived from the price of an underlying financial asset.


At June 30, 2002, a portion of the Company's fuel requirement is being hedged hedge  
n.
1. A row of closely planted shrubs or low-growing trees forming a fence or boundary.

2. A line of people or objects forming a barrier: a hedge of spectators along the sidewalk.
 using derivative instruments that are carried at market value on the balance sheet. These fuel hedges are accounted for as cash flow hedges A cash flow hedge is a hedge of the exposure to the variability of cash flow that
  1. is attributable to a particular risk associated with a recognized asset or liability.
 whereby the effective portion of the change in the market value of the derivative instruments has been recorded in Other comprehensive income. At June 30, 2002, Accumulated other comprehensive income In 1997 the Financial Accounting Standards Board issued a Statement on Financial Accounting Standards entitled “Comprehensive Income”. This statement required all income statement items to be reported either as a regular item in the income statement and or a special item as  included an unrealized holding gain of $17 million, $11 million after tax, ($38 million unrealized holding loss, $25 million after tax at December 31, 2001) of which $12 million relates to derivative instruments that will mature within the next twelve months.

Note 9 - Commitments

At June 30, 2002, the Company had commitments to acquire railroad ties, rail, freight cars and locomotives This is a list of locomotives (classes, or individual locomotives) that currently have articles in Wikipedia.

ALCO
  • See List of ALCO diesel locomotives
Baldwin Locomotive Works
  • See List of Baldwin diesel locomotives
 at an aggregate cost of $267 million ($52 million at December 31, 2001).

Note 10 - Net income and earnings per share

In addition to the consolidation of the WC results of operations for the three and six months ended June 30, 2002 as explained in Note 2, the comparability of the results of operations for the three and six months ended June 30, 2002 and 2001 is also impacted by the following items:

                      Three months ended          Six months ended
                           June 30                    June 30
                    ----------------------    ------------------------
                    2002     2001     2001    2002     2001     2001
                                       pro                       pro
                                   forma(1)                  forma(1)
----------------------------------------------------------------------
(In millions)                         (Unaudited)

Income before income
 taxes, excluding
 undernoted items  $ 422    $ 375    $ 403   $ 770    $ 691    $ 729
Income tax expense  (142)    (135)    (144)   (260)    (249)    (261)
----------------------------------------------------------------------

Adjusted net
 income              280      240      259     510      442      468

Undernoted
 items, net of tax:
  Special charge
   for workforce
   reductions          -      (62)     (62)      -      (62)     (62)
  Write-down of net
   investment in
   360networks Inc.    -      (71)     (71)      -      (71)     (71)
  Deferred income tax
   recovery            -      110      110       -      110      110
  Gain on sale of
   Detroit River
   Tunnel Company      -        -        -       -       73       73
----------------------------------------------------------------------
                       -      (23)     (23)      -       50       50

Net income         $ 280    $ 217    $ 236   $ 510    $ 492    $ 518
----------------------------------------------------------------------
----------------------------------------------------------------------

    The following table provides a reconciliation between basic and
diluted earnings per share:


                     Three months ended          Six months ended
                           June 30                   June 30
                    ---------------------     ------------------------
                    2002     2001     2001    2002    2001      2001
                                       pro                       pro
                                   forma(1)                  forma(1)
----------------------------------------------------------------------
(In millions,                          (Unaudited)
 except per share data)

Net income        $  280   $  217   $  236  $  510   $  492   $  518
Income impact
 on assumed
 conversion of
 preferred
 securities            3        3        3       6        6        6
----------------------------------------------------------------------
                  $  283   $  220   $  239  $  516   $  498   $  524

 Weighted-average
 shares
 outstanding       193.9    192.0    192.0   193.5    191.7    191.7
Effect of dilutive
 securities and
 stock options       9.4      8.9      8.9     9.6      8.7      8.7
----------------------------------------------------------------------
Weighted-average
 diluted shares
 outstanding       203.3    200.9    200.9   203.1    200.4    200.4

Basic earnings
 per share        $ 1.44   $ 1.13   $ 1.23  $ 2.64   $ 2.57   $ 2.70
Diluted
 earnings per
 share            $ 1.39   $ 1.10   $ 1.19  $ 2.54   $ 2.49   $ 2.61
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) The pro forma figures reflect the Company's results of operations
    as if the Company had acquired WC on January 1, 2001.


Note 11 - Stock-based compensation expense

Compensation expense for certain performance-based stock-option awards under the Company's various stock option plans is determined by the options' intrinsic value Intrinsic Value

1. The value of a company or an asset based on an underlying perception of the value.

2. For call options, this is the difference between the underlying stock's price and the strike price.
 in accordance with Accounting Principles Board The Accounting Principles Board (APB) is the former authoritative body of the American Institute of Certified Public Accountants (AICPA). It was created by the American Institute of Certified Public Accountants in 1959 and issued pronouncements on accounting principles until 1973,  Opinion (APB APB

See Accounting Principles Board (APB).
) 25, "Accounting for Stock Issued to Employees," and related interpretations. Had compensation expense been determined based upon fair values at the date of grant for awards under all plans, consistent with the methods of Statement of Financial Accounting Standards (SFAS SFAS Statement of Financial Accounting Standards
SFAS Special Forces Assessment and Selection
SFAS Student Financial Aid Services
SFAS Sport Fishing Association of Singapore
SFAS Safety Features Actuation System
SFAS Statewide Fixed Assets System
) No.123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share for the three and six months ended June 30, 2002 and 2001 would have been as follows:


                                Three months ended    Six months ended
                                     June 30              June 30
                                ------------------    ----------------
                                2002       2001       2002       2001
----------------------------------------------------------------------
Net income (in millions)      $  273     $  212     $  497     $  482
Basic earnings per share      $ 1.41     $ 1.10     $ 2.57     $ 2.51
Diluted earnings per share    $ 1.36     $ 1.07     $ 2.48     $ 2.44
----------------------------------------------------------------------
----------------------------------------------------------------------

    These amounts include compensation cost as calculated using the
Black-Scholes option-pricing model with the following assumptions:

                                            Three and six months ended
                                                      June 30
----------------------------------------------------------------------
                                               2002              2001
----------------------------------------------------------------------
Expected option life (years)                    7.0               7.0
Risk-free interest rate                        5.79%             5.36%
Expected stock price volatility                  30%               30%
Average dividend per share                  $  0.86           $  0.78
----------------------------------------------------------------------
----------------------------------------------------------------------

                              Three months ended     Six months ended
                                    June 30               June 30
                              ------------------     -----------------
                                2002       2001       2002       2001
----------------------------------------------------------------------
Weighted average fair value
 of options granted          $ 30.61    $ 24.54    $ 30.98    $ 18.76
----------------------------------------------------------------------
----------------------------------------------------------------------



CANADIAN NATIONAL RAILWAY COMPANY
SELECTED RAILROAD STATISTICS (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
                                Three months ended   Six months ended
                                     June 30             June 30
                                ------------------   -----------------

                                  2002    2001(1)    2002      2001(1)
----------------------------------------------------------------------
                                             (Unaudited)

Rail operations

Freight revenues ($ millions)    1,499     1,344     2,951     2,687
Gross ton miles (millions)      78,835    73,077   153,990   147,455
Revenue ton miles (RTM)
 (millions)                     40,332    38,104    79,621    77,358
Route miles (includes Canada
 and the U.S.)                  17,837    15,479    17,837    15,479
Operating expenses
 per RTM (cents) (2)              2.63      2.49      2.72      2.53
Freight revenue
 per RTM (cents)                  3.72      3.53      3.71      3.47
Carloads (thousands)             1,059       947     2,058     1,899
Freight revenue
 per carload ($)                 1,415     1,419     1,434     1,415
Diesel fuel consumed (Liters
 in millions)                      350       328       713       682
Average fuel price ($/Liter)      0.32      0.36      0.31      0.37
Revenue ton miles per liter
 of fuel consumed                  115       116       112       113
Gross ton miles per liter of
 fuel consumed                     225       223       216       216
Diesel fuel consumed (U.S.
 gallons in millions)               92        87       188       180
Average fuel price ($/U.S.
 gallon)                          1.20      1.30      1.18      1.36
Revenue ton miles per U.S.
 gallon of fuel consumed           438       438       424       430
Gross ton miles per U.S.
 gallon of fuel consumed           857       840       819       819
Locomotive bad order
 ratio (%) (3)                     6.8       7.0       6.9       7.5
Freight car bad order
 ratio (%)                         6.0       5.4       6.1       5.9
----------------------------------------------------------------------

Productivity

Operating ratio (%) (2)           68.4      68.1      70.7      70.3
Freight revenue per route
 mile ($thousands)                  84        87       165       174
Revenue ton miles per route
 mile (thousands)                2,261     2,462     4,464     4,998
Freight revenue per average
 number of employees
 ($thousands)                       64        60       129       122
Revenue ton miles per
 average number of employees
 (thousands)                     1,720     1,694     3,478     3,509
----------------------------------------------------------------------

Employees

Number at end of period         23,708    22,817    23,708    22,817
Average number during period    23,454    22,499    22,895    22,047
Labor and fringe benefits
 expense per RTM (cents)          1.07      0.97      1.12      0.97
Injury frequency rate per
 200,000 person hours              2.6       4.0       3.0       4.3
Accident rate per million
 train miles                       2.1       2.0       2.1       1.8
----------------------------------------------------------------------

Financial

Debt to total capitalization
 ratio (% at end of period)       41.7      39.3      41.7      39.3
Return on assets (% at end
 of period)                        1.6       1.5       3.0       3.4
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) 2001 data exclude WC which was acquired and consolidated effective
    October 9, 2001.
(2) 2001 figures exclude special charge.
(3) In 2002, the Company expanded its measure of bad order locomotives
    to include all those not available for service,including on-line
    failures. The 2001 figures have been restated accordingly.



CANADIAN NATIONAL RAILWAY COMPANY
SUPPLEMENTARY INFORMATION (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------

                      Three months ended         Six months ended
                            June 30                   June 30
                    ------------------------  ------------------------
                                    Variance                  Variance
                    2002    2001(1)   Fav      2002   2001(1)   Fav
                                     (Unfav)                   (Unfav)
----------------------------------------------------------------------
                                        (Unaudited)

Revenue ton miles
 (millions)

Petroleum and
 chemicals         7,357     5,745     28%   14,684   12,118     21%
Metals and
 minerals          3,158     2,736     15%    6,438    5,094     26%
Forest
 products          8,570     7,521     14%   16,692   14,506     15%
Coal               3,609     4,058    (11%)   6,914    7,994    (14%)
Grain and
 fertilizers       9,282    10,492    (12%)  19,113   22,951    (17%)
Intermodal         7,442     6,773     10%   14,071   13,205      7%
Automotive           914       779     17%    1,709    1,490     15%
----------------------------------          ----------------
                  40,332    38,104      6%   79,621   77,358      3%

Freight revenue
 / RTM (cents)

Total freight
 revenue per RTM    3.72      3.53      5%     3.71     3.47      7%
Business units:
Petroleum and
 chemicals          3.68      3.69       -     3.70     3.66      1%
Metals and
 minerals           4.37      4.28      2%     4.04     4.20     (4%)
Forest
 products           3.90      3.58      9%     3.95     3.54     12%
Coal                2.24      2.17      3%     2.29     2.16      6%
Grain and
 fertilizers        2.75      2.62      5%     2.74     2.60      5%
Intermodal          3.51      3.60     (3%)    3.52     3.64     (3%)
Automotive         17.40     17.84     (2%)   18.14    17.85      2%
----------------------------------           ---------------

Carloads
 (thousands)

Petroleum and
 chemicals           146       123     19%      291      257     13%
Metals and
 minerals            104        67     55%      190      126     51%
Forest
 products            151       124     22%      301      243     24%
Coal                 127       128     (1%)     247      266     (7%)
Grain and
 fertilizers         135       144     (6%)     277      298     (7%)
Intermodal           312       282     11%      585      555      5%
Automotive            84        79      6%      167      154      8%
----------------------------------           ---------------
                   1,059       947     12%    2,058    1,899      8%

Freight revenue /
 carload (dollars)

Total freight
 revenue per
 carload           1,415     1,419      -     1,434    1,415      1%
Business
 units:
Petroleum and
 chemicals         1,856     1,724      8%    1,869    1,724      8%
Metals and
 minerals          1,327     1,746    (24%)   1,368    1,698    (19%)
Forest
 products          2,212     2,169      2%    2,189    2,115      3%
Coal                 638       688     (7%)     640      650     (2%)
Grain and
 fertilizers       1,889     1,910     (1%)   1,892    2,000     (5%)
Intermodal           837       865     (3%)     848      867     (2%)
Automotive         1,893     1,759      8%    1,856    1,727      7%
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) 2001 data exclude WC which was acquired and consolidated effective
    October 9, 2001.



CANADIAN NATIONAL RAILWAY COMPANY
SUPPLEMENTARY INFORMATION
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
(In millions, except per share data)

                      Three months ended           Six months ended
                            June 30                    June 30
                    ------------------------  ------------------------
                    2002      2001  Variance    2002    2001  Variance
                               pro    Fav                pro    Fav
                           forma(1)  (Unfav)         forma(1)  (Unfav)
----------------------------------------------------------------------
                                       (Unaudited)

Revenues
Petroleum and
 chemicals       $   271   $   234     16%   $   544  $   488    11%
Metals and
 minerals            138       144     (4%)      260      264    (2%)
Forest
 products            334       329      2%       659      635     4%
Coal                  81        96    (16%)      158      188   (16%)
Grain and
 fertilizers         255       290    (12%)      524      626   (16%)
Intermodal           261       251      4%       496      495     -
Automotive           159       139     14%       310      266    17%
Other items           52        50      4%       109      107     2%
----------------------------------           ----------------
                   1,551     1,533      1%     3,060    3,069     -


Operating expenses
Labor and fringe
 benefits            430       415     (4%)      891      840    (6%)
Purchased
 services            143       141     (1%)      280      287     2%
Depreciation and
 amortization        144       141     (2%)      285      283    (1%)
Fuel                 114       132     14%       226      287    21%
Equipment rents       92        83    (11%)      179      166    (8%)
Material              57        58      2%       118      131    10%
Operating taxes       42        39     (8%)       83       85     2%
Casualty and
 other                39        36     (8%)      102       86   (19%)
Special charge         -        98    100%        -        98   100%
----------------------------------           ----------------
                   1,061     1,143      7%     2,164    2,263     4%

Operating income     490       390     26%       896      806    11%

Interest
 expense             (91)     (104)             (187)    (211)

Other income
 (loss)               23       (80)               61       38
-----------------------------------          ----------------
Income before
 income taxes        422       206               770      633

Income tax
 (expense)
 recovery           (142)       30              (260)    (115)
-----------------------------------          ----------------

Net income       $   280   $   236           $   510  $   518
----------------------------------------------------------------------
----------------------------------------------------------------------

Operating ratio
 (excluding
 special charge)    68.4%     68.2%  (0.2)      70.7%    70.5%  (0.2)
----------------------------------------------------------------------
----------------------------------------------------------------------

Diluted earnings
 per share       $  1.39   $  1.19           $  2.54  $  2.61

Adjusted diluted
 earnings
 per share (2)   $  1.39   $  1.30           $  2.54  $  2.36

Diluted
 weighted-average
 number of
 shares            203.3     200.9             203.1    200.4
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) The pro forma figures reflect the Company's results of operations
    as if the Company had acquired WC on January 1, 2001.
(2) 2001 excludes the gain on sale of DRT, the special charge for
    workforce reductions, the charge to write down the net investment
    in 360networks Inc., and the deferred income tax recovery
    resulting from the enactment of lower corporate tax rates in
    Canada.



CANADIAN NATIONAL RAILWAY COMPANY
SUPPLEMENTARY PRO FORMA INFORMATION (U.S. GAAP)
----------------------------------------------------------------------
----------------------------------------------------------------------
                      Three months ended           Six months ended
                            June 30                    June 30
                    ------------------------  ------------------------
                    2002      2001  Variance   2002     2001  Variance
                               pro    Fav                pro    Fav
                           forma(1)  (Unfav)          forma(1) (Unfav)
----------------------------------------------------------------------
                                       (Unaudited)

Revenue ton miles
 (millions)

Petroleum and
 chemicals         7,357     6,039     22%   14,684   12,738     15%
Metals and
 minerals          3,158     3,527    (10%)   6,438    6,741     (4%)
Forest
 products          8,570     8,384      2%   16,692   16,279      3%
Coal               3,609     4,381    (18%)   6,914    8,644    (20%)
Grain and
 fertilizers       9,282    10,736    (14%)  19,113   23,444    (18%)
Intermodal         7,442     6,823      9%   14,071   13,305      6%
Automotive           914       781     17%    1,709    1,493     14%
----------------------------------         -----------------
                  40,332    40,671     (1%)  79,621   82,644     (4%)
Freight revenue
 / RTM (cents)

Total freight
 revenue per RTM    3.72      3.65      2%     3.71     3.58      4%

Business
 units:
Petroleum and
 chemicals          3.68      3.87     (5%)    3.70     3.83     (3%)
Metals and
 minerals           4.37      4.08      7%     4.04     3.92      3%
Forest
 products           3.90      3.92     (1%)    3.95     3.90      1%
Coal                2.24      2.19      2%     2.29     2.17      6%
Grain and
 fertilizers        2.75      2.70      2%     2.74     2.67      3%
Intermodal          3.51      3.68     (5%)    3.52     3.72     (5%)
Automotive         17.40     17.80     (2%)   18.14    17.82      2%
----------------------------------          -----------------
Carloads
 (thousands)

Petroleum and
 chemicals           146       131     11%      291      275      6%
Metals and
 minerals            104       113     (8%)     190      208     (9%)
Forest products      151       155     (3%)     301      309     (3%)
Coal                 127       137     (7%)     247      285    (13%)
Grain and
 fertilizers         135       152    (11%)     277      312    (11%)
Intermodal           312       296      5%      585      583      -
Automotive            84        79      6%      167      154      8%
----------------------------------          ----------------
                   1,059     1,063       -    2,058    2,126     (3%)

Freight revenue /
 carload (dollars)

Total freight
 revenue
 per carload       1,415     1,395      1%    1,434    1,393      3%

Business units:
Petroleum and
 chemicals         1,856     1,786      4%    1,869    1,775      5%
Metals and
 minerals          1,327     1,274      4%    1,368    1,269      8%
Forest
 products          2,212     2,123      4%    2,189    2,055      7%
Coal                 638       701     (9%)     640      660     (3%)
Grain and
 fertilizers       1,889     1,908     (1%)   1,892    2,006     (6%)
Intermodal           837       848     (1%)     848      849      -
Automotive         1,893     1,759      8%    1,856    1,727      7%
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) The pro forma data has been prepared assuming the Company had
    acquired WC on January 1, 2001.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jul 22, 2002
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