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Canadian National's Second-Quarter 2001 Net Income Rises Four Per Cent to $240 Million, Excluding Non-Recurring Items.


Business Editors

MONTREAL--(BUSINESS WIRE)--July 23, 2001

First-half 2001 Net Income Increases Four Per Cent CENT, money. A copper coin of the United States of the value of ten mills; ten of them are equal to a dime, and one hundred, to one dollar. Each cent is required to contain one hundred and sixty-eight grains. Act of January 18th, 1837, 4 Sharsw. cont. of Story',s L. U. S. 2524.  to $442

Million, Excluding One-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 Items in 2001 and 2000

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.
) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:CNR See riser card.

CNR - Communication and Network Riser
.) today reported second-quarter 2001 net income of $240 million, excluding non-recurring items. For the comparable quarter of 2000, net income was $230 million.

      Excluding non-recurring items, diluted earnings per share for the
quarter ended June 30, 2001, were $1.21, a five per cent increase over
diluted earnings per share of $1.15 for the same period of 2000. CN
recorded three non-recurring items in second-quarter 2001:

-   A $62-million after-tax charge (31 cents per share) to operations
    to recognize the costs of a workforce adjustment program that will
    continue into 2002. A total of 690 positions are affected - about
    three per cent of the system-wide workforce - as a result of CN's
    continuing drive to improve productivity. To date, about 50 per
    cent of the job reductions have already been completed. The charge
    includes severance and other payments for affected employees;
-   A $71-million after-tax charge (35 cents per share) to write down
    CN's net investment in 360networks Inc.;
-   A $110-million deferred income tax recovery (55 cents per share)
    resulting from the enactment of lower corporate tax rates in
    Canada.


Including non-recurring items, net income for second-quarter 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 the most recent quarter, excluding the workforce adjustment charge, rose six per cent to $444 million, while CN's operating ratio Operating Ratio

A ratio that shows the efficiency of management by comparing operating expense to net sales:
, excluding this charge, improved by half a point to 68.1 per cent. Carloadings increased one per cent to 947 thousand.

Revenues increased by four per cent to $1,392 million. 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.
, excluding the workforce adjustment charge, rose by less than four per cent to $948 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: "The fundamental structure of CN's business remains strong, and I am satisfied with the company's revenue and earnings performance this quarter in the face of continuing high fuel costs and weakness in automotive production. Five of CN's seven business units recorded revenue gains during the period, with particular strength in our metals and minerals, grain and fertilizers, intermodal in·ter·mod·al  
adj.
Relating to transportation by more than one means of conveyance, as by truck and rail: intermodal transport.
, and forest products business units.

"I realize CN's workforce adjustment program may concern employees. However, our company operates in a highly-competitive environment and it must strive continually con·tin·u·al  
adj.
1. Recurring regularly or frequently: the continual need to pay the mortgage.

2.
 to improve productivity for the benefit of our customers and shareholders. The job reductions, the majority of which are non-union, result from the streamlining of administrative functions, more efficient management of scheduled 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
 operations and other productivity improvements across the network."

360networks' court filings for protection from creditors in Canada and the United States The United States and Canada share a unique legal relationship. U.S. law looks northward with a mixture of optimism and cooperation, viewing Canada as an integral part of U.S. economic and environmental policy.  last month prompted CN to write down its net investment in 360networks during the second quarter. CN's deferred income tax recovery flowed from lower corporate tax rates recently enacted by the Government of Canada The Government of Canada is the federal government of Canada. The powers and structure of the federal government are set out in the Constitution of Canada.

In modern Canadian use, the term "government" (or "federal government") refers broadly to the cabinet of the day and
.

The four per cent rise in CN's revenues in the most recent quarter reflected revenue gains in metals and minerals (13 per cent); grain and fertilizers (10 per cent); intermodal (nine per cent); forest products (seven per cent); and coal (one per cent). Revenues declined for automotive (9 per cent) and petroleum and chemicals (one per cent).

Excluding the workforce adjustment charge, operating expenses increased during the second quarter mainly because of higher costs for fuel and material, partially offset by lower expenses for operating taxes and purchased services.

Net income for the first half of 2001 was $442 million, excluding the non-recurring second-quarter items and a first-quarter $73-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. 
 gain (36 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.
) 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. Including these items, net income was $492 million.

For the comparable period of 2000, net income was $426 million, excluding a $58-million after-tax gain (28 cents per share) related to CN's investment in 360networks. Including it, net income was $484 million.

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 first six months of 2001 were $2.24, excluding non-recurring items. Including them, diluted earnings per share were $2.49.

First-half 2000 diluted earnings per share were $2.11, excluding the one-time gain of 28 cents per share related to CN's investment in 360networks. Including it, diluted earnings per share were $2.39.

Operating income for the first six months of 2001, excluding the workforce adjustment charge, rose four per cent to $829 million, while CN's operating ratio, excluding this charge, improved slightly to 70.3 per cent from 70.4 per cent in 2000. Carloadings were flat at 1,899 thousand.

First-half 2001 revenues increased by three per cent to $2,790 million. Revenues increased at six business units: intermodal (11 per cent); metals and minerals (eight per cent); grain and fertilizers (five per cent); petroleum and chemicals (two per cent); forest products (two per cent), and coal (one per cent). Automotive revenue declined by 12 per cent.

Operating expenses, excluding the workforce adjustment charge, increased three per cent in the first half of 2001 to $1,961 million.

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 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.  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).
).

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 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  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.
, 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.
, 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
                           ------------------      ------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
                                         (Unaudited)

Revenues                   $1,392     $1,333     $2,790     $2,705
---------------------------------------------------------------------
Operating expenses
 excluding special charge     948        915      1,961      1,905

Special charge (Note 3)        98          -         98          -
---------------------------------------------------------------------
Total operating expenses    1,046        915      2,059      1,905

Operating income              346        418        731        800

Interest expense              (78)       (78)      (158)      (154)

Other income (loss) (Note 4)  (90)        20         22        109
---------------------------------------------------------------------

Income before income taxes    178        360        595        755

Income tax recovery
 (expense) (Note 7)            39       (130)      (103)      (271)
---------------------------------------------------------------------

Net income                   $217       $230       $492       $484
---------------------------------------------------------------------
---------------------------------------------------------------------

Earnings
 per share (Note 8)

  Basic earnings
   per share                $1.13      $1.18      $2.57      $2.45

  Diluted earnings
   per share                $1.10      $1.15      $2.49      $2.39

Weighted average
 number of shares

  Basic                     192.0      195.3      191.7      197.7

  Diluted                   200.9      203.2      200.4      205.2
---------------------------------------------------------------------
---------------------------------------------------------------------
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
                                   Fav                         Fav
                2001     2000    (Unfav)    2001     2000    (Unfav)
---------------------------------------------------------------------
                                    (Unaudited)

Revenues

Petroleum and
 chemicals      $212     $215       (1%)    $443     $434        2%
Metals and
 minerals        117      104       13%      214      199        8%
Forest products  269      252        7%      514      502        2%
Coal              88       87        1%      173      172        1%
Grain and
 fertilizers     275      250       10%      596      566        5%
Intermodal       244      223        9%      481      432       11%
Automotive       139      153       (9%)     266      301      (12%)
Other items       48       49       (2%)     103       99        4%
-----------------------------              --------------
               1,392    1,333        4%    2,790    2,705        3%

Operating
 expenses

Labor and
 fringe
 benefits        370      362       (2%)     748      753        1%
Purchased
 services        132      134        1%      265      274        3%
Depreciation and
 amortization    131      129       (2%)     263      261       (1%)
Fuel             121      104      (16%)     264      213      (24%)
Equipment rents   75       70       (7%)     151      140       (8%)
Material          51       42      (21%)     114      104      (10%)
Operating taxes   37       43       14%       81       84        4%
Casualty and
 other            31       31        -        75       76        1%
Special charge
 (Note 3)         98        -     (100%)      98        -     (100%)
-----------------------------              --------------
               1,046      915      (14%)   2,059    1,905       (8%)
-----------------------------              --------------

Operating
 income         $346     $418      (17%)    $731     $800       (9%)
---------------------------------------------------------------------
---------------------------------------------------------------------

Operating ratio
 (excluding
 special
 charge)        68.1%    68.6%     0.5      70.3%    70.4%     0.1
---------------------------------------------------------------------
---------------------------------------------------------------------
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
                                    2001          2000        2000
---------------------------------------------------------------------
                              (Unaudited)               (Unaudited)

Assets

Current assets:
 Cash and cash
  equivalents                        $30           $15         $73
 Accounts receivable
  (Note 5)                           662           726         841
  Material and supplies              136           110         148
  Deferred income taxes
   (Note 7)                          140           114         132
  Other                              142           143         179
---------------------------------------------------------------------
                                   1,110         1,108       1,373

Properties                        15,880        15,638      14,997
Other assets and
 deferred charges                    382           568         549
---------------------------------------------------------------------

Total assets                     $17,372       $17,314     $16,919
---------------------------------------------------------------------
---------------------------------------------------------------------

Liabilities and
 shareholders' equity

Current liabilities:
  Accounts payable
   and accrued charges            $1,272        $1,389      $1,308
  Current portion of
   long-term debt                    281           434         372
  Other                               82            82          78
---------------------------------------------------------------------
                                   1,635         1,905       1,758

Deferred income taxes
 (Note 7)                          3,404         3,375       3,276
Other liabilities and
 deferred credits                  1,159         1,205       1,270
Long-term debt                     3,873         3,886       3,951
Convertible preferred
 securities                          348           345         341

Shareholders' equity:
  Common shares (Note 5)           4,402         4,349       4,399
  Accumulated other
   comprehensive income               36           151         131
  Retained earnings                2,515         2,098       1,793
---------------------------------------------------------------------
                                   6,953         6,598       6,323
---------------------------------------------------------------------

Total liabilities and
 shareholders' equity            $17,372       $17,314     $16,919
---------------------------------------------------------------------
---------------------------------------------------------------------
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
                            ------------------     ------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
                                          (Unaudited)

Common shares (1)

Balance, beginning
 of period                 $4,385     $4,482     $4,349     $4,597

  Stock options exercised
   and employee share plans    17         10         53         16
  Share repurchase program      -        (93)         -       (214)
---------------------------------------------------------------------
Balance, end of period     $4,402     $4,399     $4,402     $4,399
---------------------------------------------------------------------
---------------------------------------------------------------------

Accumulated other
 comprehensive
 income (loss)

Balance, beginning
 of period                    $97        $(5)      $151        $(6)

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       123        (56)       (29)       (59)

  Unrealized foreign exchange
   gain (loss) on translation
   of the net investment
   in U.S. subsidiaries      (196)        73         51         78

  Unrealized holding gain
   (loss) on investment in
    360networks Inc. (Note 4)  22        171       (129)       171

  Unrealized holding gain
   (loss) on fuel derivative
    instruments (Note 6)        2          -         (5)         -
---------------------------------------------------------------------
  Other comprehensive
   income (loss) before
   income taxes               (49)       188       (112)       190

  Income tax expense on
   other comprehensive
   income (loss) items
   (Note 7)                   (12)       (52)        (3)       (53)
---------------------------------------------------------------------

Other comprehensive
 income (loss)                (61)       136       (115)       137
---------------------------------------------------------------------
Balance, end of period        $36       $131        $36       $131
---------------------------------------------------------------------
---------------------------------------------------------------------

Retained earnings

Balance, beginning
 of period                 $2,335     $1,676     $2,098     $1,531

  Net income                  217        230        492        484

  Share repurchase program      -        (78)         -       (152)

  Dividends                   (37)       (35)       (75)       (70)
---------------------------------------------------------------------
Balance, end of period     $2,515     $1,793     $2,515     $1,793
---------------------------------------------------------------------
---------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

(1) The Company issued 0.5 million and 1.6 million shares for the
    three and six months ended June 30, 2001, respectively, as a
    result of stock options exercised. At June 30, 2001, the Company
    had 192.2 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
                           ------------------     -------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
                                          (Unaudited)

Operating activities

Net income                   $217       $230       $492       $484
Non-cash items in income:
  Depreciation and
   amortization               132        129        266        264
  Deferred income taxes
   (Note 7)                   (70)        82         17        174
  Gain on sale of
   investments (Note 4)         -          -       (101)       (84)
  Write-down of investment
   (Note 4)                    99          -         99          -
  Special charge (Note 3)      98          -         98          -
Changes in:
  Accounts receivable
   (Note 5)                    51        (86)        51        (37)
  Material and supplies        (1)        (6)       (26)       (32)
  Accounts payable and
   accrued charges             56         11       (107)       (41)
  Other net current assets
   and liabilities             (6)         2         (3)       (71)
Payments for workforce
 reductions                   (40)       (42)       (89)      (103)
Other                         (49)         3       (105)        20
---------------------------------------------------------------------
Cash provided from
 operating activities         487        323        592        574
---------------------------------------------------------------------

Investing activities

Net additions to
 properties                  (269)      (232)      (398)      (369)
Net proceeds (costs) from
 disposal of properties       (17)        (5)       (23)         6
Other                           5          -        112          -
---------------------------------------------------------------------
Cash used by investing
 activities                  (281)      (237)      (309)      (363)
---------------------------------------------------------------------

Dividends paid to
 shareholders                 (37)       (35)       (75)       (70)

Financing activities

Issuance of long-term debt    236        282        504        282
Reduction of long-term debt  (430)      (260)      (742)      (301)
Issuance of common shares      15          6         45         10
Repurchase of common shares
 (Note 5)                       -       (186)         -       (364)
---------------------------------------------------------------------
Cash used by financing
 activities                  (179)      (158)      (193)      (373)
---------------------------------------------------------------------

Net increase (decrease) in
 cash and cash equivalents    (10)      (107)        15       (232)

Cash and cash equivalents,
 beginning of period           40        180         15        305
---------------------------------------------------------------------

Cash and cash equivalents,
 end of period                $30        $73        $30        $73
---------------------------------------------------------------------
---------------------------------------------------------------------
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 the opinion of management, the accompanying unaudited interim
consolidated financial statements, prepared in accordance with U.S.
generally accepted accounting principles (U.S. GAAP), contain all
adjustments (consisting of normal recurring accruals) necessary to
present fairly the Company's financial position as at June 30, 2001,
December 31 and June 30, 2000, its results of operations and cash
flows for the three and six months ended June 30, 2001 and 2000.
      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 with the
Company's Annual Consolidated Financial Statements.

Note 2 - Acquisition of Wisconsin Central Transportation Corporation

      On January 29, 2001, the Company, through an indirect wholly owned
subsidiary, and Wisconsin Central Transportation Corporation (WC)
entered into a merger agreement (the Merger), providing for the
acquisition of all of the shares of WC by the Company for a purchase
price of approximately $1,200 million (U.S.$800 million or U.S.$17.15
per share) payable in cash. The acquisition will be financed by debt
and cash on hand.
      The Merger was approved by the shareholders of WC at a special
meeting held on April 4, 2001. In accordance with the terms of the
Merger, the Company's obligation to consummate the Merger is subject
to the Company having obtained from the U.S. Surface Transportation
Board (STB) a final, unappealable decision that approves the Merger or
exempts it from regulation and does not impose on the parties
conditions that would significantly and adversely affect the
anticipated economic benefits of the Merger to the Company.
      On April 9, 2001, the Company and WC filed a common control
application with the STB seeking regulatory approval of the proposed
Merger. On May 9, 2001, the STB ruled that the proposed Merger would
be treated as a "minor" transaction for regulatory review purposes.
The STB has established a schedule anticipating a final agency
decision by September 7, 2001, if no environmental assessment is
required and if there is no oral argument.
      If the acquisition is completed, the Company will account for the
acquisition of WC using the purchase method of accounting. Under this
method, the Company will prepare its financial statements reflecting
the allocation of the purchase price to acquire the WC shares based on
the relative fair values of the assets and liabilities of WC. The
results of operations of the Company will reflect the effects of the
acquisition following the consummation of the Merger.

Note 3 - Special charge

      The Company recorded a charge of $98 million, $62 million after
tax, in the second quarter of 2001 for the reduction of 690 positions
by the end of 2002. The charge includes severance 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 March 2000, the Company had recorded a gain of $84 million,
$58 million after tax, related to the exchange of its minority equity
investments in certain joint venture companies for 11.4 million shares
of 360networks Inc.
      Prior to the write-down, the Company accounted for its investment
in 360networks Inc. in accordance with the Financial Accounting
Standards Board's (FASB) Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The shares held were classified as "available-for-sale
securities" whereby the investment was carried at market value on the
balance sheet as part of Other assets and deferred charges. The change
in the value of the investment was recorded in Other comprehensive
income as an unrealized holding gain (loss). As a result of the
write-down, the Company eliminated all marked-to-market adjustments
related to its investment in 360networks Inc., previously recorded in
Other comprehensive income.
      In the first quarter of 2001, the Company completed the sale of
its 50 percent interest in the Detroit River Tunnel Company (DRT) and
recorded a gain of $101 million, $73 million after tax. The DRT is a
1.6-mile rail-only tunnel crossing the Canada-U.S. border between
Detroit and Windsor, Ontario.

Note 5 - Financing activities

      On January 23, 2001, the Board of Directors of the Company
approved a share repurchase program which allows for the repurchase of
up to 10 million common shares between January 31, 2001 and January
30, 2002 pursuant to a normal course issuer bid, at prevailing market
prices. At June 30, 2001, the Company had not repurchased any common
shares under the share repurchase program.
      In 1998, the Company entered into a five-year revolving agreement
to sell eligible freight trade receivables up to a maximum of $250
million of receivables outstanding at any point in time. At June 30,
2001, pursuant to the agreement, $147 million and U.S.$40 million
(Cdn$62 million) had been sold on a limited recourse basis compared to
$147 million and U.S.$40 million (Cdn$61 million) at December 31,
2000.

Note 6 - Derivative instruments

      On January 1, 2001, the Company adopted SFAS No. 133 "Accounting
for Derivative Instruments and Hedging Activities", as amended by SFAS
No. 138 "Accounting for Certain Derivative Instruments and Certain
Hedging Activities". At June 30, 2001, a portion of the Company's fuel
requirements is being hedged using derivative instruments which are
being carried at market value on the balance sheet. The effective
portion of the cumulative change in the market value of the derivative
instruments has been recorded in Other comprehensive income. Since the
Company's derivative instruments have been highly effective in hedging
the changes in cash flows associated with forecasted purchases of
diesel fuel, these pronouncements have not had a material impact on
the statement of income. At June 30, 2001, Accumulated other
comprehensive income included an unrealized loss of $5 million, of
which $4 million relates to derivative transactions that will mature
within the next twelve months.

Note 7 - 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 current
quarter and six-month period 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.

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

Note 8 - Net income and earnings per share

      Net income for 2001 and 2000 include items of a non-recurring
nature as outlined in the following table:


                            Three months ended    Six months ended
                                 June 30               June 30
                            -----------------------------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
(In millions)                             (Unaudited)

Income before income taxes,
 excluding non-recurring
 items                       $375       $360       $691       $671
  Income tax expense         (135)      (130)      (249)      (245)
---------------------------------------------------------------------
Net income, excluding
 non-recurring items          240        230        442        426

Non-recurring items,
 net of tax:
  Special charge for
   workforce reductions       (62)         -        (62)         -
  Write-down of net
   investment in
   360networks Inc.           (71)         -        (71)         -
  Deferred income tax
   recovery                   110          -        110          -
  Gain on sale of Detroit
   River Tunnel Company         -          -         73          -
  Gain on 360networks Inc.
   transaction                  -          -          -         58
---------------------------------------------------------------------
                              (23)         -         50         58

Net income                   $217       $230       $492       $484
---------------------------------------------------------------------
---------------------------------------------------------------------


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


                            Three months ended     Six months ended
                                 June 30               June 30
                            -----------------------------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
(In millions, except per                  (Unaudited)
 share data)

Net income                   $217       $230       $492       $484
Income impact on assumed
 conversion of preferred
 securities                     3          3          6          6
---------------------------------------------------------------------
                             $220       $233       $498       $490

Weighted-average shares
 outstanding                192.0      195.3      191.7      197.7
Effect of dilutive
 securities and
 stock options                8.9        7.9        8.7        7.5
---------------------------------------------------------------------
Weighted-average
 diluted shares
 outstanding                200.9      203.2      200.4      205.2

Basic earnings
 per share                  $1.13      $1.18      $2.57      $2.45
Diluted earnings
 per share                  $1.10      $1.15      $2.49      $2.39
---------------------------------------------------------------------
---------------------------------------------------------------------



CANADIAN NATIONAL RAILWAY COMPANY
SELECTED RAILROAD STATISTICS (U.S. GAAP)
---------------------------------------------------------------------
---------------------------------------------------------------------


                            Three months ended    Six months ended
                                 June 30               June 30
                            ------------------    -------------------
                             2001       2000       2001       2000
---------------------------------------------------------------------
                                          (Unaudited)

Rail operations

Freight revenues
 ($ millions)               1,344      1,284      2,687      2,606
Gross ton miles
 (millions)                73,077     70,693    147,455    144,298
Revenue ton miles
 (RTM) (millions)          38,104     36,537     77,358     75,122
Route miles
 (includes Canada
 and the U.S.)             15,479     15,649     15,479     15,649
Operating expenses
 per RTM (cents) *           2.49       2.50       2.53       2.54
Freight revenue
 per RTM (cents)             3.53       3.51       3.47       3.47
Carloads (thousands)          947        939      1,899      1,891
Freight revenue
 per carload ($)            1,419      1,367      1,415      1,378
Diesel fuel consumed
 (Liters in millions)         328        315        682        659
Average fuel price
 ($/Liter)                   0.36       0.32       0.37       0.31
Revenue ton miles
 per liter of fuel
 consumed                     116        116        113        114
Gross ton miles
 per liter of fuel
 consumed                     223        224        216        219
Diesel fuel consumed
 (U.S. gallons
 in millions)                  87         83        180        174
Average fuel price
 ($/U.S. gallon)             1.30       1.19       1.36       1.18
Revenue ton miles
 per U.S. gallon of
 fuel consumed                438        440        430        432
Gross ton miles per
 U.S. gallon of
 fuel consumed                840        852        819        829
Locomotive bad order
 ratio (%)                    6.4        6.0        6.6        6.3
Freight car bad order
 ratio (%)                    5.4        4.6        5.9        5.2
---------------------------------------------------------------------

Productivity

Operating ratio (%)*         68.1       68.6       70.3       70.4
Freight revenue per
 route mile ($ thousands)      87         82        174        167
Revenue ton miles per
 route mile (thousands)     2,462      2,335      4,998      4,800
Freight revenue per
 average number of
 employees ($ thousands)       60         57        122        117
Revenue ton miles per
 average number of
 employees (thousands)      1,694      1,616      3,509      3,387

---------------------------------------------------------------------

Employees

Number at end of period    22,817     22,987     22,817     22,987
Average number
 during period             22,499     22,603     22,047     22,180
Labor and fringe benefits
 expense per RTM (cents)     0.97       0.99       0.97       1.00
Injury frequency rate
 per 200,000 person hours     4.0        5.8        4.3        6.1
Accident rate per million
 train miles                  2.0        2.8        1.8        2.6

---------------------------------------------------------------------

Financial

Debt to total
 capitalization
 ratio (% at end of period)  39.3       42.5       39.3       42.5
Return on assets
 (% at end of period)         1.5        1.6        3.4        3.4

---------------------------------------------------------------------
---------------------------------------------------------------------
* 2001 figures exclude special charge



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

                     Three months ended         Six months ended
                          June 30                   June 30
                   -----------------------   ------------------------
                                  Variance                 Variance
                                    Fav                       Fav
                   2001     2000  (Unfav)    2001     2000  (Unfav)
---------------------------------------------------------------------
                                     (Unaudited)

Revenue ton miles
 (millions)

Petroleum and
 chemicals        5,745    6,027    (5%)   12,118   12,237    (1%)
Metals and
 minerals         2,736    2,614     5%     5,094    4,837     5%
Forest
 products         7,521    7,344     2%    14,506   14,519     -
Coal              4,058    4,007     1%     7,994    8,254    (3%)
Grain and
 fertilizers     10,492    9,413    11%    22,951   21,416     7%
Intermodal        6,773    6,264     8%    13,205   12,144     9%
Automotive          779      868   (10%)    1,490    1,715   (13%)
---------------------------------------------------------------------
                 38,104   36,537     4%    77,358   75,122     3%


Freight revenue
 / RTM (cents)

Petroleum and
 chemicals         3.69     3.57     3%      3.66     3.55     3%
Metals and
 minerals          4.28     3.98     8%      4.20     4.11     2%
Forest
 products          3.58     3.43     4%      3.54     3.46     2%
Coal               2.17     2.17     -       2.16     2.08     4%
Grain and
 fertilizers       2.62     2.66    (2%)     2.60     2.64    (2%)
Intermodal         3.60     3.56     1%      3.64     3.56     2%
Automotive        17.84    17.63     1%     17.85    17.55     2%
Total              3.53     3.51     1%      3.47     3.47     -
---------------------------------------------------------------------


Carloads
 (thousands)

Petroleum and
 chemicals          123      126    (2%)      257      254     1%
Metals and
 minerals            67       70    (4%)      126      133    (5%)
Forest
 products           124      123     1%       243      246    (1%)
Coal                128      127     1%       266      262     2%
Grain and
 fertilizers        144      128    13%       298      277     8%
Intermodal          282      278     1%       555      544     2%
Automotive           79       87    (9%)      154      175   (12%)
---------------------------------------------------------------------
                    947      939     1%     1,899    1,891     -


Freight revenue /
 carload (dollars)

Petroleum and
 chemicals        1,724    1,706     1%     1,724    1,709     1%
Metals and
 minerals         1,746    1,486    17%     1,698    1,496    14%
Forest
 products         2,169    2,049     6%     2,115    2,041     4%
Coal                688      685     -        650      656    (1%)
Grain and
 fertilizers      1,910    1,953    (2%)    2,000    2,043    (2%)
Intermodal          865      802     8%       867      794     9%
Automotive        1,759    1,759     -      1,727    1,720     -
Total             1,419    1,367     4%     1,415    1,378     3%
---------------------------------------------------------------------
---------------------------------------------------------------------
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jul 23, 2001
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