Canadian National Railway Company (CNR.TO) 2022年年度報告「TSX」.pdf

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1、TOGETHER2022ANNUAL REPORTExcept where otherwise indicated,all financial information reflected in this document is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles(GAAP).Certain statements included in this annual report constitute“for

2、wardlooking statements”within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws,including statements based on managements assessment and assumptions and publicly available information with respect to CN.By their nature,forwardlooking

3、 statements involve risks,uncertainties and assumptions.The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions,although reasonable at the time they were made,subject to greater uncertainty.Forwardlooking statements may be identified

4、 by the use of terminology such as“believes,”“expects,”“anticipates,”“assumes,”“outlook,”“plans,”“targets”or other similar words.Forwardlooking statements are not guarantees of future performance and involve risks,uncertainties and other factors,which may cause actual results,performance or achievem

5、ents of CN to be materially different from the outlook or any future results,performance or achievements implied by such statements.Accordingly,readers are advised not to place undue reliance on forwardlooking statements.Important risk factors that could affect the forwardlooking statements include,

6、but are not limited to,general economic and business conditions,including factors impacting global supply chains such as pandemics and geopolitical conflicts and tensions;industry competition;inflation,currency and interest rate fluctuations;changes in fuel prices;legislative and/or regulatory devel

7、opments;compliance with environmental laws and regulations;actions by regulators;increases in maintenance and operating costs;security threats;reliance on technology and related cybersecurity risk;trade restrictions or other changes to international trade arrangements;transportation of hazardous mat

8、erials;various events which could disrupt operations,including illegal blockades of rail networks;and natural events such as severe weather,droughts,fires,floods and earthquakes;climate change;labor negotiations and disruptions;environmental claims;uncertainties of investigations,proceedings or othe

9、r types of claims and litigation;risks and liabilities arising from derailments;timing and completion of capital programs;and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the U.S.Reference should be made to“Managements Discussion and Analysis

10、”in this annual report as well as the Annual Information Form and Form 40F filed with Canadian and U.S.securities regulators and available on CNs website(.ca)for a description of major risk factors.Forwardlooking statements reflect information as of the date on which they are made.CN assumes no obli

11、gation to update or revise forwardlooking statements to reflect future events,changes in circumstances,or changes in beliefs,unless required by applicable securities laws.In the event CN does update any forwardlooking statement,no inference should be made that CN will make additional updates with re

12、spect to that statement,related matters,or any other forwardlooking statement.Other than in instances where CN specifically provides otherwise,information contained on,or accessible through,our website is not a part of this annual report.As used herein,“Company”or“CN”refers to Canadian National Rail

13、way Company and,as the context requires,its wholly owned subsidiaries.PICTURED(ABOVE):A CN doublestack intermodal train,lead by one of our Automated Track Inspection Program railcars,crosses the Udo Trestle Bridge near Uno,MB.PICTURED(FRONT COVER,LEFT TO RIGHT):Robert Harrison,ConductorKaitlyn Ronde

14、au,Transportation ManagerGary Gill,HostlerPICTURED(BACK COVER,LEFT TO RIGHT):Dylan Brown,ConductorMichael Jackowski,ConductorSherpreet Singh,ConductorJames Jackson,Mechanical ManagerTrevor Young,Locomotive EngineerMatthew Brooke,ConductorTABLE OF CONTENTSIIAbout CNIVMessage from Shauneen BruderVIMes

15、sage from Tracy RobinsonVIIITogetherXTogether for SafetyXIIITogether for Our CustomersXVIITogether for Our EmployeesXXTogether for Our CommunitiesXXIIITogether for Our EnvironmentXXVIBoard of DirectorsXXVIIISelect Executive OfficersXXIXShareholder and Investor InformationF I N A N C I A L S E C T I

16、O N1Selected Railroad Statistics unaudited2Managements Discussion and Analysis68Managements Report on Internal Control over Financial Reporting69Report of Independent Registered Public Accounting Firm72Consolidated Financial Statements76Notes to the Consolidated Financial Statementsc n 2 0 2 2 a n n

17、 ua l r e p o r tiKamloopsFort NelsonHay RiverFort McMurrayCalgaryPrince GeorgePrince RupertVancouverEdmontonTorontoDetroitThunder BayWinnipegWith a team of 24,000 employees,CN is a worldclass transportation leader and tradeenabler.Essential to the economy,to the customers,and to the communities it

18、serves,CN safely transports about 300 million tons of natural resources,manufactured products,and finished goods throughout North America every year.CN connects Canadas Eastern and Western coasts with the U.S.South through a 18,600mile rail network.CN and its affiliates have been contributing to com

19、munity prosperity and sustainable trade since 1919.CN is committed to programs supporting social responsibility and environmental s 2022 performanceRevenues$17.1B(up 18%1)Locomotive fuel efficiency0.867 2(2%improvement1)Injury frequency rate1.10 3(down 19%1)ABOUT CN1 Vs.2021.2 U.S.gallons of locomot

20、ive fuel consumed per 1,000 gross ton miles(GTMs).3 Per 200,000 person hours,based on Federal Railroad Administration(FRA)reporting criteria.4 These nonGAAP measures do not have any standardized meaning prescribed by GAAP and,therefore,may not be comparable to similar measures presented by other com

21、panies.See the sections titled Adjusted performance measures and Liquidity and capital resources Free cash flow in Managements Discussion and Analysis of Financial Results(MD&A)included in this annual report for explanations of these nonGAAP measures.NOTE:Operating measures and safety indicators are

22、 unaudited and based on estimated data available at this time and are subject to change as more complete information becomes available.Diluted earnings per share(EPS)$7.44(up 8%1)Adjusted diluted EPS$7.46 4(up 25%1)Free cash flow$4.3B 4(up 29%1)i i c n 2 0 2 2 a n n ua l r e p o r tMataneBaie-Comeau

23、Sept-lesSpringfieldEast St.LouisEast PeoriaConneautPittsburghNew LondonDuluthStevens PointOmahaSioux CitySaultSte.MarieFonddu LacSarniaBuffaloBaton RougeMinneapolis/St.PaulReginaToledoDecaturJacksonWorcester ArcadiaChippewa FallsAuburnIndianapolisJolietPascagoulaGreenBayGulfportMonctonSyracuseMobile

24、QuebecMontreal New OrleansHalifaxSaint JohnSaskatoonChicagoMemphisTorontoDetroitThunder BayWinnipegCN main linesSecondary and feeder linesShortline partnersPorts served by CNc n 2 0 2 2 a n n ua l r e p o r ti i iMESSAGE FROM SHAUNEEN BRUDERFellow shareholders,Iam honoured to address you for the fir

25、st time by way of this annual message as Chair of the Board.Iwould like to thank our employees,shareholders and other stakeholders for welcoming me to the role and for their ongoing support and dialogue.For CN,the past year has been transformative.Under the leadership of our new President and CEO,Tr

26、acy Robinson,CN renewed its disciplined approach to scheduled railroading,improving service to our customers and delivering strong operational and financial results.Our railroad is running well,and we are making significant progress toward building the railway and the supply chains of the future,tog

27、ether.At CN,we understand our Companys purpose is to play an essential role in moving the North American economy and enabling global trade.Our tracks connect vibrant gateways on three coasts as well as busy terminals and yards in cities and towns everywhere in between.We work collaboratively with ou

28、r customers to facilitate endtoend supply chains and get the vital goods people and businesses need where and when they need them.But CNs purpose is so much more.We know we must provide a safe and engaging work environment for our people,and we are making good progress in developing the next generat

29、ion of railroaders.We are taking action to minimize the impact of our operations on the environment and help fight climate change.We are focused on supporting the communities in which we operate to help them become safer and stronger,including our Indigenous neighbours,by identifying and fostering e

30、conomic and social opportunities.And,most important for our Board,we understand our responsibility to ensure leading governance practices as we work to create value and shared success for our shareholders and other stakeholders,including Indigenous peoples.delivering solid financial performanceWith

31、an experienced leadership team and the best railroaders in the business,CN once again delivered solid operating and financial performance in 2022,generating strong earnings per share and free cash flow.We delivered for our shareholders in 2022 by returning$4.7 billion through our share repurchase pl

32、an and by increasing the Companys quarterly dividend by 19%.For 2023,reflecting our prudent approach in the face of a softening economy,the Board was pleased to approve an 8%hike in the quarterly dividend,our 27th consecutive annual increase.This reflects our confidence in the strong cash flow gener

33、ating capacity of CN through all business cycles.On behalf of CNs Board of Directors,I would like to express my sincere gratitude to Tracy,CNs entire leadership team and all our dedicated employees for their efforts and support throughout 2022.strategic oversight and the importance of esg in powerin

34、g sustainable growthWe are deeply dedicated to ensuring CNs strategic direction is aligned with our vision to sustainably power the North American economy.The Board purposefully focuses its agenda on a few critical areas:strategy and risk;monitoring and measuring the execution of the strategy,includ

35、ing assuring operational performance in support of our customers;and ensuring robust talent development and succession plans.An important part of our strategic discussions is risk oversight.The business and risk environment have changed significantly in recent years and the Boards processes have res

36、ponded accordingly,including scenario planning and dynamic deep dives in the areas of climate,cybersecurity,safety,geopolitics,and more.i v c n 2 0 2 2 a n n ua l r e p o r tEnvironmental,social and governance(ESG)principles are fundamental to all our strategic discussions.As one of Canadas largest

37、companies,we are steadfast in our commitment to ensuring our ESG initiatives are in line with our responsibility to all stakeholders as we strive to modernize and lead in a constantly evolving landscape.In accordance with our leading governance practices,we held an advisory vote of shareholders on C

38、Ns Climate Action Plan,which received an approval rating of 98.54%at the 2022 annual meeting.We are making good progress toward our 2030 sciencebased climate targets and to achieving netzero carbon emissions by 2050.Another pillar of ESG for CN is diversity,equity,inclusion and indigeneity.In 2021,o

39、ur Board announced the creation of the CN Indigenous Advisory Council,an independent body comprised of Indigenous leaders from across Canada.We also made a commitment for half of the independent directors to represent diverse groups,including gender parity,by the end of 2022 an objective we have ach

40、ieved.CN is dedicated to fulfilling its role as a responsible corporate citizen in every aspect of what we do,from the field to the boardroom.We believe good governance is good business,and last year,CN joined the United Nations Global Compact initiative a voluntary platform for the development,impl

41、ementation,and disclosure of responsible business practices.changes to your boardOver the past year,I have been pleased to work with our new Board members:David Freeman,Robert Knight,and Susan C.Jones.They bring deep expertise to their roles as well as a diversity of perspectives that enrich our Boa

42、rd discussions.In October 2022,we were very pleased to welcome Montrealbased Michel Letellier to our Board.As an independent director with extensive North American business experience and a record of sustainability leadership,Michels diverse experience is a valuable asset to CNs Board.I am grateful

43、for the diligent contributions of our directors over the past year,as they bring their unique viewpoints and expertise and work collaboratively with management to understand the changing risks and opportunities of our environment.We are committed to exercising foresight to see around corners through

44、 these strategic discussions at every meeting,informed by continuing director education and ongoing stakeholder and thirdparty perspectives.I would like to thank Board Chair Emeritus Robert Pace for his leadership over many years and wish him the best in his future endeavours.I would like to also th

45、ank Kevin Lynch,who retired last December,and Robert Phillips,who will retire in April,for their invaluable insight during their tenures,and lasting contributions to the Company.leading sustainability best practicesIn 2022,we were proud to earn a spot for the seventh time on CDPs prestigious“A List”

46、for our leadership in corporate transparency and performance on tackling climate change.We have also been listed on the Dow Jones Sustainability World Index for 11 straight years.CN took second place out of 226 companies listed on the S&P/TSX Composite Index in 2022 for corporate governance with a s

47、core of 98%in the Globe and Mails Report on Business annual comprehensive ranking.We were also ranked one of the“Best 50 Corporate Citizens in Canada”by Corporate Knights for the 14th consecutive year.And,CN was honoured to receive the“Top 5%ESG Score”in the 2023 S&P Global Yearbook as one of the to

48、p sustainability performers in the transportation industry.Finally,I would like to welcome our new Board nominee,Al Monaco,retired President and Chief Executive Officer of Enbridge Inc.Al brings to CN decadeslong experience overseeing a large,complex,federally regulated and geographically diverse or

49、ganization,including the management of capitalintensive operations,development of important linear infrastructure projects,deployment of operating technology,as well as international operations,sustainability and strategic planning.As your Chair,and on behalf of every member of the CN Board of Direc

50、tors,thank you once again for your trust,confidence,and continued support as we work together to power sustainable growth.Shauneen Bruder Chair of the Boardc n 2 0 2 2 a n n ua l r e p o r tvMESSAGE FROM TRACY ROBINSONIt was an honour to join the CNteam early in2022 and reconnect with this essential

51、 industry.Iam proud of what our team has accomplished over the lastyear,and Iam excited about what lies ahead.Wetake our role in supporting the growth of the NorthAmerican economy seriously and weare focused on providing the right service,the right supply chain solutions and the right partnerships f

52、or our customers in their growth.back to basicsWe are continuing our backtobasics approach that drives the level of service our customers need and expect.Our scheduled operating plan provides consistent service to our customers,improves asset velocity and identifies available capacity.Ontime operati

53、ons drive predictability,efficiency and performance across our entire system and to our supply chain partners.Increasing the velocity of our operation creates the opportunity to move more goods and improves our capacity,reliability and financial performance.The entire CN team has leaned into this pl

54、an together,and we have delivered on our commitments over the last year,together.We are building trust and confidence between us and with our customers,shareholders,and the communities where we operate and where we live.Collaboration and integration are the keys to how we will move forward,together.

55、We are breaking down silos and the team is energized about taking scheduled railroading to the next level and helping our customers succeed.powering the north american economyWe have learned through the pandemic,and through the uncertainties that have followed,that the performance of global supply c

56、hains needs to improve to adjust to increasing demands for reliability and resilience.If we are to succeed in this new environment,we need to come together in a different way.It is important to the proper functioning and growth of the economy that supply chains perform highly and have a better abili

57、ty to respond to shocks.The customers we serve and the goods we deliver are vital to people across the continent and around the world.Changing trade flows are making optionality more important to our customers and supply chain partners.Building the ability to provide this capacity and flexibility re

58、quires a higher level of integration across all parts of the supply chain.We need to come together by sharing data,plans and performance to ensure we maximize the throughput of our supply chains,and we are nimble in responding to capacity needs.At CN,we continue to invest in our network and our capa

59、bilities.We are working with our customers to understand their growth plans and the capacity requirements of our system and the broader supply chain.We are also leaning in to work more closely with our supply chain partners to build the performance and reliability that our customers need to succeed.

60、The supply chain performance essential to support the economic growth of the continent is available to us.We need to come together to realize how close it is.We have an opportunity to enable a robust future;one that powers growth and prosperity for national,regional and local economies.v i c n 2 0 2

61、 2 a n n ua l r e p o r tsafety matters mostWorking safely is,by far,the most important thing we do each day.Every employee deserves to go home safely,every day.Every community needs to know they will not be put in harms way.We aspire to zero zero serious injuries,zero fatalities,zero harm.At the ti

62、me of writing,we are completing our second consecutive year fatality free and we have worked over 600 days without a serious injury.We make this commitment each day.The safe movement of all goods through the communities we serve across North America has never been more frontofmind.We invest to reduc

63、e the likelihood of any incident.We invest in our infrastructure,our safety culture,our work processes and our operating protocols.We invest in powerful detection technology for track,roadbed and rolling stock with the aim to identify potential failures before they occur,and to ensure they are addre

64、ssed proactively.We continue to work with industry and regulators to further best practices and to fully leverage the capabilities of technology and AI.We work with our communities to ensure the capabilities to minimize the impact of any incident that takes place.Our team conducts regular training e

65、xercises internally and with local first responders to ensure the safe transport of all commodities,including hazardous materials.Our communities are important partners in planning and in response.We value the work that we do together.building the railway of the futureWe are evolving our way of work

66、ing to be more modern,innovative,inclusive and reflective of the future we want for our Company and industry.We are building CN to be the place for a diverse next generation to grow their capabilities and contribute to the creation of the future of supply chain design and performance.We care about e

67、ach other.We care about communities.We care about how we work.We understand the importance of the work we do and our potential impact when we come together as an integrated and empowered team.Our employees are the family,friends and neighbours within communities in good times and bad.When our neighb

68、ours are hurting,we step up to help them recover and rebuild.We are focused on developing the next generation of supply chain talent.We are creating opportunities to experience more broadly and participate more directly.We want to harness the imaginations of our team around what is possible in the f

69、uture and partner with them in building their ability to create it.There is both a great need to engage with the next generation and tremendous opportunity for them to grow and make a difference.CN has an exciting future.Our vision is to lead in the effort to create the next level of integrated supp

70、ly chain performance and support the growth of the North American economy.I am excited to be building our future with this remarkable team.Tracy Robinson President and Chief Executive OfficerCollaboration and integration are the keys to how we will move forward,together.c n 2 0 2 2 a n n ua l r e p

71、o r tv i iBuilding the railroad and supplychains of the future,TOGETHERJackie Lawson,ElectricianAnthony Rivera,ElectricianHomewood,ILStephanie Moricz,Rail Traffic ControllerKirk Yard,Gary,INKeith Meighan,Supervisor,MechanicalCory Klashinsky,Watchman,Engine HostlerChappell Yard,Saskatoon,SKMohamed Al

72、in,Crew DispatcherBrooks Bliss,Supervisor,MechanicalWalker Yard,Edmonton,ABKenneth Hefling,MachinistDelton Stinton,MachinistHomewood,ILNichole Haynes,Administrative AssistantKirk Yard,Gary,INInderpreet Deol,Officer,Design and ConstructionKristina Boka,Manager,Design and ConstructionBrampton,ONTOGETH

73、ER FOR SAFETYAt CN,we aim to be the safest railroad in NorthAmerica with an uncompromising commitment to the health and safety of our employees,the customers we serve,and the communities and environments in which we operate,always.We take nothing more seriously and do everything in our power to ensu

74、re everyone goes home safely at the end of every shift.PICTURED:Conductors Chris Parkins,Jordy Orsetti,Robert Driedger,Dakota Hofmann,and Connor Kozak hold a safety briefing before their shift in Kamloops,BC.xc n 2 0 2 2 a n n ua l r e p o r tCNs specially trained Dangerous Goods Officers lead a haz

75、mat training exercise with local first responders in Terrace,BC.Our safety aspirations are anchored on the fundamental belief that all injuries and accidents are preventable.Our objective is simple:reduce accidents and injuries to zero by fostering a culture of commitment to safety at all levels of

76、our organization.Our safety culture is instilled at our CN Campus and across our network through ongoing safety training,coaching,leadership,employee engagement initiatives,and by controlling exposures.Our longstanding Looking Out for Each Other program urges team members to work together,be vigilan

77、t about safety and speak up if they spot an unsafe situation.We are also focusing on strict adherence to Life Critical Rules,which address the daytoday activities that have the potential to cause serious injury or even loss of life.CN has more than 80 joint unionmanagement health and safety committe

78、es across the system that are helping to address the main causes of accidents and injuries and improve our safety culture.These committees review safety issues or incidents at a local level to better understand trends and connect with our people in the field to identify areas to improve and action s

79、olutions.b.c.south transportation celebrates one year injuryfreeA safety culture shift in the last few years is being credited for keeping 750 Transportation employees in Kamloops,Surrey and satellite yards in B.C.injuryfree since November 14,2021.“We dont push productivity over safety,are transpare

80、nt and upfront about what were doing,and we are all on the same page about getting everyone home safely at the end of the day.”Steven Dale,General SuperintendentPICTURED:BC South Transportation team celebrates safety milestone with a BBQ lunch.c n 2 0 2 2 a n n ua l r e p o r tx iWe continue to buil

81、d our infrastructure and renew our technology to ensure the safety and quality of our physical plant.Most recent technologies include autonomous track inspection railcars positioned in regularly scheduled trains.These are equipped with the latest sensors and AI technology,helping to improve the quan

82、tity and quality of our track inspections.With our fleet of 10 inspection cars running 24/7 and embedded in freight service without interrupting operations,we cover 100%of our mainline network,inspecting up to 20 times more track than with previous slowmoving methods.Other safety advancements includ

83、e predictive analytics,digital processes,Electronic Track Authority Verification(see sidebar),a hazardous situations reporting app,and a walking simulator to train frontline employees how to avoid slips,trips and falls the number one cause of injuries in the railway industry.Our 2022 safety results

84、demonstrate good progress.CNs personal injury rate was down 19%,reaching its lowest level in the Companys history,evidence that our Safety Leadership Training,Looking Out for Each Other,and Life Critical Rules programs,among other initiatives,are having a positive effect.Innovative technologies are

85、increasing the frequency and quality of track and railcar inspections and,combined with ongoing infrastructure investments,are beginning to help reduce network accidents.CNs accident rate in Q4 2022 was down 13%compared to Q4 2021;however,the full year accident rate was up 7%compared to the previous

86、 year.This is evidence that we still have work to do,particularly during severe winter conditions as was the case in Q1 2022,on our journey to becoming the safest railroad in North America.awardwinning technology helps keep field track employees saferAn innovative realtime technology app developed b

87、y CN to keep field track employees safer has earned a 2022 Railway Association of Canada(RAC)Safety Award,our sixth RAC Safety Award in the past seven years.CN was recognized for its Electronic Track Authority Verification(ETAV)tool,which provides precise location information to Engineering hirail o

88、perators and warns them prior to exceeding their track authority limits.ETAV complements existing processes that hirail operators use to get permission from rail traffic controllers to access and work on tracks.Operators log onto the ETAV application to see their precise location within their author

89、ized track limits.Their trucks exact position is monitored in realtime through a global navigation satellite system.If they approach the limits of their track authority,ETAV sends them auditory and visual alerts.For more information on CNs safety policies and initiatives,visit .ca/safety“I especiall

90、y like the Distance to Stop feature,which indicates with great accuracy how much space I need to bring my truck to a controlled stop on the tracks.”David Baldock,Thermite Welding Foreman,uses the new ETAV tool.x i i c n 2 0 2 2 a n n ua l r e p o r tTOGETHER FOR OUR CUSTOMERSWe work with our supply

91、chain partners to deliver sustainable toptier transportation services for our customers and to unlock longterm,profitable growth.By running a disciplined scheduled operation,we can lean into our strengths and pursue growth opportunities across our threecoast network.PICTURED:CN doublestack intermoda

92、l train runs through Snaring River,AB,west of Edmonton.c n 2 0 2 2 a n n ua l r e p o r tx i i iWe are committed to providing the best customer experience by anticipating our customers needs and partnering on their growth plans.Our business model is anchored on endtoend collaboration with our custom

93、ers and supply chain partners from origin to destination.We add value to this model by leveraging our expertise to help our customers win in their markets because when our customers grow,CN grows along with them.investing for today and tomorrowImproving the reliability of our service,investing capit

94、al to support the growth of our customers as well as digitizing and automating our processes enable us to continue to compete favourably.Having the capacity to move large volumes of goods is the result of the cando attitude of our people supported by the efficient deployment of capital investments t

95、otalling some$16 billion over the past five years(20182022)to keep our network well maintained,safe and robust while continuing to earn the return on investment expected by our shareholders.In 2022,CN continued to invest in long sidings and double tracks as well as the acquisition of 57 new locomoti

96、ves,800 highcapacity boxcars and 500 highefficiency hopper cars to handle the larger crop sizes expected in coming years.Our investments also allow us to increase our share of new industrial production in Western Canada and respond to shifts in demand,such as in the clean energy sector.Still,we do e

97、xpect to face some headwinds in 2023,with lower volumes in some commodities(notably thermal coal).We assume overall North American industrial production will be negative in 2023.That is why we stay abreast of emerging trends and macroeconomic conditions so we can respond with agility and align our c

98、apacity to demand accordingly.We are seeing further densification on our eastern network with the addition of a second intermodal unit train out of the Port of Halifax to key consumer markets in Montreal,Toronto,Detroit and Chicago.We are investing in our inland terminals in the Greater Toronto Area

99、 and in the Chicagoland region to promote gateway growth.We are also deploying advanced technologies to improve decisionmaking,capacity,productivity and service levels at key intermodal terminals.CNs unique Chicago bypass loop provides a fluid route around congested innercity belt roads.We are stren

100、gthening this advantage by increasing capacity for both inbound and outbound business via our Chicago Intermodal Terminal.And with much of our U.S.network running parallel to the Mississippi River,CN is offering an alternative to barges,shipping record volumes of grain and other agricultural product

101、s to the Gulf.Hinton,ABx i v c n 2 0 2 2 a n n ua l r e p o r tWe are also leveraging our competitive capabilities on the Gulf Coast and our Equipment Management Program(EMP)partnership to further stimulate intermodal growth.The EMP is a domestic interline service that provides extensive coverage th

102、roughout North America,offering a fleet of more than 40,000 53foot dry containers.CNs participation in the EMP enables shippers to reach new markets.EMP shippers benefit from CNs doublestacked scheduled intermodal service to/from all Canadian origins/destinations from coast to coast.The EMP also pro

103、vides seamless access to all major cities in the U.S.and numerous major markets in Mexico.improving our customers experience with apisCNs suite of Application Programming Interfaces(APIs)offers robust supply chain visibility tools that demonstrate our commitment to managing customer supply chains th

104、rough system integration and innovative data.Calgary Logistics Park,Calgary,ABcn is on the move with our customersDoing business with CN just got a whole lot easier thanks to a new consolidated shipment tracking tool for customers.The CN One mobile app provides a snapshot of a customers carload or i

105、ntermodal shipment on the North American rail network in real time,24/7.Customers can access intuitive map views and multiple tracking features that allow them to view,search and share critical shipment information anytime,anywhere.“We built the app from the ground up,working to understand the curre

106、nt legacy systems and complex rail processes,and challenging the status quo to be more responsive to customer needs.The collective knowledge and expertise of the team helped take this big leap forward.”David Kawaler,Expert,Business Architecture,I&TTo learn more:.ca/onemobileappc n 2 0 2 2 a n n ua l

107、 r e p o r tx vdeploying new innovative remote monitoring technologyCN understands the critical importance of transparency and reliability to food shippers when moving temperaturesensitive commodities in refrigerated containers across our network.CNs industryleading CargoCool service has long provid

108、ed unmatched reliability and food safety for supply chain partners.We are now investing further to meet the needs of our customers.At Brampton Intermodal Terminal,we have deployed innovative technologies to remotely monitor operational and temperature conditions of privately owned 40foot internation

109、al containers.Our service enables the international trade of temperaturecontrolled cargo,such as pharmaceuticals,fruit and meat products.The remote cloudbased monitoring software allows for increased visibility of the cargo,generating greater transparency on temperature integrity and establishing re

110、liability and consistency within our service.This investment supports faster temperature exception management while eliminating the opportunity for human error.CN expects to deploy these advanced monitoring technologies in other CN terminals across our network in 2023.CN recently completed the US$10

111、0 million reconstruction of the Bonnet CarrMcComb Spillway Bridge near New Orleans,replacing a twomilelong historic timber bridge that had a 10mph speed limit with a precast concrete structure with a 60mph limit.For outstanding achievement in railway engineering,the American Railway Engineering and

112、MaintenanceofWay Association honoured CN with its 2021 Dr.William W.Hay Award for Excellence.Also,CN was honoured to be recognized as a“Challenger”by the Digital Engineering Awards in the Value Realization category for our Express Pass mobility platform,which simplifies intermodal terminal gate oper

113、ations and reduces truckers wait works with our customers to improve endtoend supply chain safetyCN shares its safety expertise at the ground level with our customers,helping them manage their own rail operations more safely and efficiently.Our safety experts train their personnel in safe railroadin

114、g practices and audit the safety of their operations to eliminate derailment and injury hazards.CNs annual Safe Handling Awards recognize our customers for meeting the challenges of maintaining safe operations.Brampton,ONx v i c n 2 0 2 2 a n n ua l r e p o r tTOGETHER FOR OUR EMPLOYEESCN employees

115、take great pride in contributing to the NorthAmerican economy and peoples lives every day by delivering safely,reliably and efficiently.Theypower the Companys success by caring passionately about our business andbringing a high level of commitment and resilience to our operations.PICTURED(LEFT TO RI

116、GHT):Jasper,AB,Engineering Team:John Ritchie,Track Maintainer;Edwin Zabala,Track Maintainer;Garry Goertzen,Track Supervisor;Lacey Lauzon,Assistant Track Maintenance Foreman;Joe Maciarelli,Track Maintenance Foreman;Jared Pietz,Extra Gang Foreman,Level 2c n 2 0 2 2 a n n ua l r e p o r tx v i iWe empo

117、wer our employees to bring new ideas that reinvigorate CNs legendary operational efficiency.CNers work as a cohesive unit with a unified vision and direction,looking out for each other,learning from each other,and drawing on their collective expertise.We are developing our employees with the necessa

118、ry skills for an increasingly automated and datadriven work environment.We are also focused on making CN the best company to work for;a forwardthinking,inclusive organization where all talent is valued and able to thrive.Our workplace strives to reflect the diversity of the communities where we oper

119、ate.Fundamentally,inclusion and diversity at CN are key to our future success.Having diverse perspectives on our team enables CN to better understand the needs of our various stakeholders and elevates everyones decisionmaking thanks to a wider range of experiences and sensibilities.Throughout the ye

120、ar,a variety of campaigns and virtual events to promote diversity and inclusion were held across the CN network to celebrate employees heritage and support multiculturalism.Employees actively engaged by sharing each others photos,stories and testimonials.Examples of these celebrations include Black

121、History Month,International Womens Day,Asian Heritage Month,Pride Month and Day,National Indigenous History Month,Global Diversity Awareness Month,Latin American/Hispanic Heritage Month,Native American Heritage Month,and the International Day of Persons with Disabilities.a welcoming symbol of reconc

122、iliationUnveiled as part of CNs commemoration of 2022 National Day for Truth and Reconciliation,and sponsored by the CN Indigenous ERG,this beautiful mural created by Indigenous artist Annie Beach greets new CN employees and other visitors to the CN Campus in Winnipeg,MB.“Im proud of CN for allowing

123、 the Indigenous ERG to come up with different strategies and activities that work towards reconciliation in small,constant ways.The mural is a symbol to all new employees of diversity and inclusion,providing a sense of belonging for all.”HR Business Partner Vanessa James,Cochair of the Indigenous ER

124、G and the daughter of a residential school survivorPICTURED(LEFT TO RIGHT):April Krahn,Assistant Superintendent,Indigenous Way of Life,Frontier School Division;Colleen Omand,a local Cree language teacher who helped organize the event;Vanessa James,Cochair,CN Indigenous ERGCN was proud to once again

125、be named one of Canadas Top 100 Employers and a Top Montreal Employer in 2022.We were also honoured to be recognized by the Workforce Disclosure Initiatives Workforce Transparency Awards for leading the way on workforce reporting.CNs Employee Resource Groups(ERGs)bring individuals with similar backg

126、rounds and/or interests together to share ideas and support one another.CN currently has eight ERGs:PRIDE(LGBTQ2+)Veterans at CN P.A.C.E.(PanAsian Community Engagement)Latinos CN WE(Women Employees)R.I.S.E.(Black/African American)CN Indigenous A.D.A.P.T.(Allies of Diverse ABILITY Partnering Together

127、)x v i i i c n 2 0 2 2 a n n ua l r e p o r tBlack HistoryMonthInternational Day of Women and Girls in ScienceCelebrating all CNs#WomenInSTEMEach February,we recognize Black History Month by providing all CN railroaders with activities and events that honour the past,celebrate the present,and inspir

128、e the future.To kick off Pride Month,CN raised the Progress Pride flag in several locations across our network.The raising of the flag symbolizes our commitment to diversity and making CN a safe place for everyone.PICTURED:Homewood,IL;Montreal,QC;MacMillan Yard,Vaughan,ON;Winnipeg,MB;and Edmonton,AB

129、The women who work in STEM at CN inspire us every day with their passion and expertise.In honour of Womens History Month,International Womens Day and International Women in Engineering Day,CN launched internal and social media campaigns recognizing and celebrating the contributions of our accomplish

130、ed female railroaders.For more information on CNs diversity,equity and inclusion policy,visit:.ca/en/careers/diversityequityinclusionc n 2 0 2 2 a n n ua l r e p o r tx i xTOGETHER FOR OUR COMMUNITIESWe recognize that the contributions we make and the way in which we conduct ourselves have meaningfu

131、l impacts on building safer,stronger communities and on CNs success.CN plays an essential role and contributes to the economic prosperity of more than 2,000cities,towns and Indigenous communities throughout NorthAmerica.In2022 alone,CN moved over 300million tons of cargo,spent$12.7billion at local c

132、ommunity businesses,invested$2.8billion in capital projects and paid$1.3billion in income taxes to all levels of government.PICTURED:CN I&T employees pitched in to help Montreals Sun Youth Organization weed and repair 27 community garden beds.The team also added chicken wire and mended broken fences

133、.x x c n 2 0 2 2 a n n ua l r e p o r tWe are proud of the work we do to be good neighbours who listen,learn and do our part to help communities remain great places to live,work and play.Our employees are part of the fabric of our communities and when our neighbours are in crisis,we step up to help

134、them recover and rebuild.CNers displayed great compassion and professionalism during the severe weather events of the past year from the destructive effects of Hurricane Fiona in Atlantic Canada and withering drought in the Prairies to a devastating water shortage in Jackson,MS.The railway also dona

135、ted$1.1 million to support Ukrainians displaced by the war in their homeland.CN encouraged employees to donate and matched their donations made through the CN Employees and Pensioners Community Fund.Employees and pensioners gave generously to the Community Funds 2023 campaign,coming together to rais

136、e a record$2.19 million.For example,when Team CN and former Montreal Canadiens hockey players faced off for the 16th edition of the CNCanadiens Alumni Challenge,they helped raise a record$550,000 to be distributed to some of the over 500 nonprofit organizations that benefit from every dollar raised.

137、CN departments also find their own way to give back to local communities.For example,CNs I&T employees got busy in 2022 pulling weeds and planting at Sun Youths community garden in Montreal.The garden produces approximately 2,000 pounds of vegetables each year,which helps feed over 10,000 families.W

138、e are also proud of our employees,retirees and their families who devote countless hours of their own time to volunteer in their neighbourhoods.CN supports these worthy efforts through our CN Railroaders in the Community program by providing grants to the notforprofit organizations our employees cho

139、ose to support through their volunteer efforts.CN employees face off against former Montreal Canadiens players to raise funds for children in need.Since 2002,the event has raised$5.3 million.Habs great Yvan Cournoyer performed the ceremonial puck drop with another legend Guy Carbonneau.LEFT TO RIGHT

140、:Guy Carbonneau,Canadiens Alumni team captain;Carlo Rizzo,Senior Expert,Cloud Architecture and Canadiens Alumni assistant coach;Yvan Cournoyer,coach of the Canadiens Alumni team;David Picard,Car Mechanic,captain of the CN team.working together for rail safetyPolice departments throughout Illinois we

141、re welcomed to CNs Homewood training campus to collaborate on a mock car/train crossing collision.“It was a realistic scenario in a safe,selfcontained environment so participants could learn what to expect if such an event were to occur.Working together will help plan a better response to actual acc

142、idents and save lives.”Special Agent Jeffrey Pricec n 2 0 2 2 a n n ua l r e p o r tx x iBecause giving back is part of our spirit of caring,we believe another way to help build more sustainable and prosperous communities is to contribute millions of dollars each year($15.7 million in 2022)through o

143、ur CN Stronger Communities Fund to organizations,programs and initiatives that promote the health and safety of young people,transportation research and education,environmental sustainability,and diversity.For example,in 2022,for the 15th year in a row,CN was proud to support the Childrens Hospital

144、of Eastern Ontario and be the title sponsor of CN Cycle for CHEO.Together,we raised over$1.4 million to fight cancer.Every year,CN employees also make hundreds of presentations and talk to thousands of children and adults at schools and community events in Canada and the U.S.about the importance of

145、rail safety and the dangers of walking or playing on or near railway tracks.The outreach builds on CNs involvement in Transportation Community Awareness and Emergency Response(TRANSCAER),through which the Company helps communities in Canada and the U.S.understand the movement of hazardous materials

146、and what response is required in the event of an incident.During the industrys annual Rail Safety Week campaign in September,CN employees,in partnership with Operation Lifesaver,participate in many safety initiatives to raise awareness about preventing crossing and trespassing accidents and saving l

147、ives.CN earned the prestigious TRANSCAER National Achievement Award from the American Chemistry Council for the 13th consecutive year.For more information on CNs community involvement,visit:.ca/communityIn Portage la Prairie,MB,City Councillor Sharilyn Knox(Chair of the Public Safety Committee),Fire

148、 Chief Brad Bailey,Deputy Chief Norm Vuignier and RCMP Constable Patois showed their support for Rail Safety Week in their community.x x i i c n 2 0 2 2 a n n ua l r e p o r tTOGETHER FOR OUR ENVIRONMENTRail is a carbonefficient and sustainable way to move goods and part of the climate solution.At C

149、N,we are committed to moving our customers goods safely and efficiently while minimizing the impact of our operations on the environment.Rail is approximately fourtimes more fuel efficient than trucking,so by leveraging rail for the long haul our customers can reduce their overall transportation sup

150、ply chain GHG emissions by up to 75%.PICTURED:A CN lumber train travels through northern Quebec between Chambord and Garneau.c n 2 0 2 2 a n n ua l r e p o r tx x i i iOver the years,CN has made significant progress in decoupling carbon emissions intensity from volume growth.Since 1993,we have reduc

151、ed our locomotive emissions intensity by 43%,avoiding over 50 million tonnes of GHG emissions.We continue to maintain a leadership position among Class I railroads,consuming approximately 15%less locomotive fuel per gross ton mile than the average of our peers.In 2022,we achieved a record of 0.867 U

152、.S.gallons of fuel consumed per 1,000 GTMs.In April 2021,CN updated its sciencebased targets to align with a well below 2C scenario.CN aims to reduce Scope 1 and 2 GHG emissions by 43%per GTM and Scope 3 GHG emissions from fuel and energyrelated activities by 40%per GTM by 2030,both from a 2019 base

153、 year.Also in 2021,CN formally committed to setting a netzero target by joining the Business Ambition for 1.5C and the United Nations Race to Zero campaigns.CN is building important partnerships on the journey toward decarbonization.For example,we are working with Progress Rail and Chevrons Renewabl

154、e Energy Group to test highlevel fuel blends,including both biodiesel and renewable diesel.This program will allow us to better understand the longterm durability and operational impacts of renewable fuels on our locomotives,especially in cold weather,and plan needed locomotive modifications to leve

155、rage higher blends of renewable fuels as they become available over the next decade.We also reached an agreement to purchase Wabtecs FLXdrive batteryelectric freight locomotive,the first 100%battery heavyhaul locomotive.When deployed as part of a locomotive consist,it is anticipated the technology w

156、ill reduce the total consists fuel consumption and emissions by up to 30%.In 2023,we will begin testing the zeroemission trucks acquired from Quebecbased Lion Electric for use in our intermodal terminals.The Lion trucks do not produce any noise pollution and will remove 100 tonnes of GHG emissions a

157、nnually.In 2022,CN was recognized for climate leadership by global environmental nonprofit CDP,securing a place on its prestigious A List for the seventh time.CN was recognized for our actions to cut emissions,mitigate climate risks and develop the lowcarbon economy.CN is one of only 200 highperform

158、ing companies worldwide(46 in North America)to make the A List out of nearly 15,000 companies scored.CN was also delighted to be recognized by CDP as a 2021 Supplier Engagement Leader.We continue to take action on climate change by engaging with our suppliers across the supply chain.For more informa

159、tion on CNs environmental policies and initiatives,visit:.ca/deliveringresponsibly/environmentRendering of our new batteryelectric freight locomotive.x x i v c n 2 0 2 2 a n n ua l r e p o r tCNs EcoConnexions Employee Engagement program a partnership with Earth Rangers,a nonprofit focused on enviro

160、nmental education and conservation drives sustainability across CNs network by empowering employees and their families to conserve energy,reduce waste,and improve housekeeping.Since 2011,CN employees have initiated actions that have reduced energy consumption by 30%and avoided 171,000 metric tonnes

161、of CO2 emissions at key yards and facilities,diverted 200,000 tonnes of operational waste from municipal landfills,and completed over 1,500 projects to improve housekeeping and create cleaner,more efficient and safer workplaces and communities.EcoConnexions has also been supporting the greening of c

162、ommunities and First Nations along our network in addition to mass reforestation projects.Together,we have been creating a living legacy of sustainability for current and future generations by supporting the value of trees.Since 2012,CN and our partners in Canada and the U.S.have planted over 2.3 mi

163、llion trees,making CN one of the leading private nonforestry tree planters.the future is electrifyingWhen the Prince George Mechanical Car Shop needed to replace their 1988 propane forklift,the team decided to go electric.Using an electric forklift instead of propane removes 7.6 tonnes of CO2 from t

164、he environment each year and has kickstarted interest in electric forklifts across the network.“It was the way to go to support CNs sustainability efforts and contribute to the Companys goal of reducing carbon emissions.”Senior Manager and EcoChampion Michael ProvencalPICTURED:Senior Manager and Eco

165、Champion Michael Provencal(right)and Danny Doan,Inventory Maintainer and chief operator of the forklift.Adam(Ahmad)Ata,Transportation Manager and EcoChampion,piloted a rechargeable battery lantern project to reduce CNs environmental impact.Jasper,ABc n 2 0 2 2 a n n ua l r e p o r tx x vBOARD OF DIR

166、ECTORSShauneen BruderCorporate Director and Chair of the BoardCanadian National Railway CompanyRetired Executive VicePresident,OperationsRoyal Bank of Canadacommittees:1,2,3,4Tracy RobinsonPresident and Chief Executive OfficerCanadian National Railway CompanyJoann dePass OlsovskyCorporate Director a

167、nd Retired Executive VicePresident and Chief Information OfficerScommittees:1,3*David FreemanCorporate Director and Retired Executive VicePresident,OperationsBNSFcommittees:2,4Denise GrayDirector,External Affairs and Government Relations,North America,LG Energy Solution Michigan Inc.,U.S.committees:

168、2,3Justin M.HowellSenior Investment ManagerCascade Asset Management Cmittees:2,3,4*Susan C.JonesCorporate Director and Former Chief Executive OfficerPotash Business UnitNutrien Lmittees:3,4Robert KnightCorporate Director and Retired Chief Financial OfficerUnion Pacificcommittees:1,3Michel LetellierP

169、resident and Chief Executive OfficerInnergex Renewable Energy,Imittees:1,2Margaret A.McKenzieCorporate Director and Former Chief Financial OfficerRange Royalty Management Ltdcommittees:1*,2,4Robert L.PhillipsPresidentR.L.Phillips Investments Imittees:1,2*COMMITTEES:1 Audit,Finance and Risk2 Governan

170、ce,Sustainability and Safety3 Human Resources and Compensation4 Pension and Investment*Denotes chair of the committeeAs at March 7,2023DJSI again recognized CN as a sustainability leader in 2022.This marks the 11th consecutive year that CN is listed on the prestigious DJSI World Index and the 14th c

171、onsecutive year that CN is listed on the DJSI North America Index.CN is proud to have been included in 2023s S&P Global Yearbook as one of the top 5%sustainability performers in the transportation industry.For the 14th consecutive year,CN has been named one of the Best 50 Corporate Citizens in Canad

172、a by Corporate Knights.awardsx x v i c n 2 0 2 2 a n n ua l r e p o r tgovernanceCN is committed to the highest standards of corporate governance,with an emphasis on shareholder engagement and transparency.How we deliver success is just as important as what we achieve.Therefore,we work diligently to

173、 bring integrity and excellence into everything we do.As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange(TSX)and the New York Stock Exchange(NYSE),CN ensures its corporate governance practices comply with the highest standards and rules adopted by the Canadian Securi

174、ties Administrators,applicable provisions of the U.S.Sarbanes Oxley Act of 2002 and related rules of the U.S.Securities and Exchange Commission.CN is exempted from complying with many of the NYSE corporate governance rules,provided it complies with Canadian governance requirements.Except as summariz

175、ed on our website at .ca/governance,CNs governance practices comply with the NYSE corporate governance rules in all significant respects.Consistent with the belief that ethical conduct goes beyond compliance and resides in a comprehensive governance culture,CN publishes and enforces its Corporate Go

176、vernance Manual,Code of Business Conduct,AntiCorruption Policy,Supplier Code of Conduct and Human Rights Policy.We also maintain several methods for employees and third parties to anonymously report accounting,auditing and other concerns.CN is proud of the leadership demonstrated by its Board of Dir

177、ectors with respect to diversity and is a proud signatory to the Catalyst Accord 2022.In 2021,the Board set a new target that at least 50%of the independent directors will come from diverse groups,including gender parity,by the end of 2022 an objective we have achieved.Montreal,QCCN is in regular co

178、ntact with Indigenous communities across our network,identifying and fostering business opportunities and promoting employment opportunities within these communities.In 2021,our Board announced the creation of the CN Indigenous Advisory Council(IAC),an independent body comprised of Indigenous leader

179、s from across Canada with a mandate to provide advice to CNs Board and CEO.CN is committed to building awareness and understanding of Indigenous culture at CN,increasing economic opportunities and partnerships to grow CNs Indigenous supply base,and establishing and strengthening our relationships to

180、 enhance our ability to attract Indigenous talent.Our approach to sustainability is aligned with international standards,including the United Nations Global Compact,the Global Reporting Initiative,the Sustainability Accounting Standards Board,the World Bank Mobility Goals,and the Task Force on Clima

181、terelated Financial Disclosures.These expectations are integrated into our five sustainability pillars:Environment,Safety,People,Communities,and Governance.For more information on CNs sustainability disclosures,visit:.ca/deliveringresponsiblyc n 2 0 2 2 a n n ua l r e p o r tx x v i iTracy RobinsonP

182、resident and Chief Executive OfficerEd HarrisExecutive VicePresident and Chief Operating OfficerGhislain HouleExecutive VicePresident and Chief Financial OfficerDoug MacDonaldExecutive VicePresident and Chief Marketing OfficerDominique MalenfantExecutive VicePresident and Chief Information and Techn

183、ology OfficerOlivier ChoucSenior VicePresident and Chief Legal OfficerDorothea KleinSenior VicePresident and Chief Human Resources OfficerPatrick LortieSenior VicePresident and Chief Strategy OfficerJanet DrysdaleSenior VicePresident and Chief Stakeholder Relations OfficerSELECT EXECUTIVE OFFICERSAs

184、 at March 7,2023x x v i i i c n 2 0 2 2 a n n ua l r e p o r tSHAREHOLDER AND INVESTOR INFORMATIONAnnual meetingThe annual meeting of shareholders will be held online via webcast at 10:00 a.m.(EDT)on April 25,2023.Please refer to .ca for meeting details.Annual information formThe annual information

185、form may be obtained by writing to:The Corporate SecretaryCanadian National Railway Company935 de La Gauchetire Street WestMontreal,QC,CanadaH3B 2M9It is also available on CNs website(.ca).Transfer agent and registrarComputershare Trust Company of CanadaOffices in Canada:Montreal,QuebecToronto,Ontar

186、ioCalgary,AlbertaVancouver,British ColumbiaTelephone:Cotransfer agent and coregistrarComputershare Trust Company N.A.Att:Stock Transfer DepartmentOvernight Mail Delivery:462 South 4th Street,Louisville,KY,United States 40202Regular Mail Delivery:P.O.Box 505000,Louisville,KY,United States 402335000Te

187、lephone:18009624284Shareholder servicesShareholders having inquiries concerning their shares,wishing to obtain information about CN,or to receive dividends by direct deposit or in U.S.dollars may obtain detailed information by communicating with:Computershare Trust Company of CanadaShareholder Servi

188、ces100 University Avenue,8th FloorToronto,ON,CanadaM5J 2Y1Telephone:Stock exchangesCN common shares are listed on the Toronto and New York stock exchanges.Ticker symbols:CNR Toronto Stock ExchangeCNI New York Stock ExchangeInvestor relationsJanet DrysdaleSenior VicePresident and Chief Stakeholder Re

189、lations OfficerTelephone:5143990052Head officeCanadian National Railway Company935 de La Gauchetire Street WestMontreal,QC,CanadaH3B 2M9P.O.Box 8100Montreal,QC,CanadaH3C 3N4 c n 2 0 2 2 a n n ua l r e p o r tx x i xPICTURED:A CN potash train heads northbound along the Monee Reservoir south of Chicag

190、o.Now part of a popular nature preserve,the reservoir was originally built by the Illinois Central to water their steam locomotives.DESIGN:Veronica ChinSaint Cloud,ON 2022 2021 2020 Financial measuresKey financial performance indicators(1)Total revenues($millions)17,107 14,477 13,819 Freight revenue

191、s($millions)16,569 13,888 13,218 Operating income($millions)6,840 5,616 4,777 Adjusted operating income($millions)(2)(3)6,862 5,622 5,263 Net income($millions)(4)5,118 4,899 3,545 Adjusted net income($millions)(2)(3)(4)5,134 4,225 3,767 Diluted earnings per share($)(4)7.44 6.90 4.97 Adjusted diluted

192、 earnings per share($)(2)(3)(4)7.46 5.95 5.28 Free cash flow($millions)(2)(5)4,259 3,296 3,227 Gross property additions($millions)2,757 2,897 2,863 Share repurchases($millions)4,709 1,582 379 Dividends per share($)2.93 2.46 2.30 Financial ratiosOperating ratio(%)(6)60.0 61.2 65.4 Adjusted operating

193、ratio(%)(2)(3)59.9 61.2 61.9 Adjusted debt-to-adjusted EBITDA(times)(2)1.86 1.82 1.98 Return on invested capital(ROIC)(%)(2)(4)(7)15.8 16.4 12.7 Adjusted ROIC(%)(2)(4)(7)15.9 14.1 13.3 Operational measures(8)Statistical operating dataGross ton miles(GTMs)(millions)463,710 458,401 455,368 Revenue ton

194、 miles(RTMs)(millions)235,788 233,138 230,390 Carloads(thousands)5,697 5,701 5,595 Route miles(includes Canada and the U.S.)18,600 19,500 19,500 Employees(end of year)23,971 22,604 24,381 Employees(average for the year)23,396 24,084 23,786 Key operating measuresFreight revenue per RTM(cents)7.03 5.9

195、6 5.74 Freight revenue per carload($)2,908 2,436 2,362 GTMs per average number of employees(thousands)19,820 19,033 19,144 Operating expenses per GTM(cents)2.21 1.93 1.99 Labor and fringe benefits expense per GTM(cents)0.63 0.63 0.60 Diesel fuel consumed(US gallons in millions)402.2 405.2 407.5 Aver

196、age fuel price($/US gallon)5.42 3.28 2.42 Fuel efficiency(US gallons of locomotive fuel consumed per 1,000 GTMs)0.867 0.884 0.895 Train weight(tons)9,324 9,658 9,501 Train length(feet)8,160 8,559 8,572 Car velocity(car miles per day)196 195 185 Through dwell(entire railroad,hours)7.6 7.9 8.6 Through

197、 network train speed(miles per hour)18.9 19.2 18.5 Locomotive utilization(trailing GTMs per total horsepower)197 198 196 Safety indicators(9)Injury frequency rate(per 200,000 person hours)1.10 1.36 1.64 Accident rate(per million train miles)1.97 1.84 1.87(1)Amounts expressed in Canadian dollars and

198、prepared in accordance with United States generally accepted accounting principles(GAAP),unless otherwise noted.(2)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore,may not be comparable to similar measures presented by other companies.(3)See the section e

199、ntitled Adjusted performance measures in the MD&A for an explanation of these non-GAAP measures.(4)In the first quarter of 2022,the Company changed its method of calculating market-related values of pension assets for its defined benefit plans using a retrospective approach.Comparative figures have

200、been restated to conform to the change in methodology.See Note 2 Change in accounting policy to the Companys 2022 Annual Consolidated Financial Statements for additional information.(5)See the section entitled Liquidity and capital resources Free cash flow in the MD&A for an explanation of this non-

201、GAAP measure.(6)Operating ratio is defined as operating expenses as a percentage of revenues.(7)See the section entitled ROIC and adjusted ROIC in the MD&A for an explanation of these non-GAAP measures.(8)Statistical operating data,key operating measures and safety indicators are unaudited and based

202、 on estimated data available at such time and are subject to change as more complete information becomes available.Definitions of gross ton miles,fuel efficiency,train weight,train length,car velocity,through dwell and through network train speed are included within the Companys Managements Discussi

203、on and Analysis.Definitions of all other indicators are provided on CNs website,.ca/glossary.(9)Based on Federal Railroad Administration(FRA)reporting criteria.Selected Railroad Statistics-unauditedCN|2022 Annual Report 1ContentsBusiness profile3Corporate organization3Strategy overview3Human capital

204、 management9Forward-looking statements122022 Financial outlook12Financial highlights132022 compared to 202113Operating highlights14Non-GAAP measures15Adjusted performance measures15ROIC and adjusted ROIC18Constant currency19Revenues20Operating expenses24Other income and expenses262021 compared to 20

205、2027Summary of quarterly financial data34Summary of fourth quarter 202234Financial position35Liquidity and capital resources36Off balance sheet arrangements44Outstanding share data44Financial instruments44Recent accounting pronouncements46Critical accounting estimates47Business risks57Controls and p

206、rocedures67 Managements Discussion and Analysis2 CN|2022 Annual ReportThis Managements Discussion and Analysis(MD&A)dated January31,2023,relates to the consolidated financial position and results of operations of Canadian National Railway Company,together with its wholly-owned subsidiaries,collectiv

207、ely CN or the Company,and should be read in conjunction with the Companys 2022 Annual Consolidated Financial Statements and Notes thereto.All financial information reflected herein is expressed in Canadian dollars and prepared in accordance with United States generally accepted accounting principles

208、(GAAP),unless otherwise noted.CNs common shares are listed on the Toronto and New York stock exchanges.Additional information about CN filed with Canadian securities regulatory authorities and the United States Securities and Exchange Commission(SEC),including the Companys 2022 Annual Information Fo

209、rm and Form 40-F,may be found online on SEDAR at ,on the SECs website at www.sec.gov through EDGAR,and on the Companys website at .ca in the Investors section.Printed copies of such documents may be obtained by contacting CNs Corporate Secretarys Office.Business profileCN is engaged in the rail and

210、related transportation business.CNs network of 18,600 route miles of track spans Canada and the United States of America(U.S.),connecting Canadas Eastern and Western coasts with the U.S.South.CNs extensive network and efficient connections to all Class I railroads provide CN customers access to Cana

211、da,the U.S.and Mexico.Essential to the economy,to the customers,and to the communities it serves,CN safely transports more than 300 million tons of cargo,serving exporters,importers,retailers,farmers and manufacturers.CN and its affiliates have been contributing to community prosperity and sustainab

212、le trade since 1919.CN is committed to programs supporting social responsibility and environmental stewardship.CNs freight revenues are derived from seven commodity groups representing a diversified and balanced portfolio of goods transported between a wide range of origins and destinations.This pro

213、duct and geographic diversity better position the Company to face economic fluctuations and enhances its potential for growth opportunities.For the year ended December 31,2022,CNs largest commodity group accounted for 29%of total revenues.From a geographic standpoint,16%of revenues relate to U.S.dom

214、estic traffic,32%transborder traffic,18%Canadian domestic traffic and 34%overseas traffic.The Company is the originating carrier for over 85%,and the originating and terminating carrier for over 65%,of traffic moving along its network,which allows it both to capitalize on service advantages and buil

215、d on opportunities to efficiently use assets.Corporate organizationThe Company manages its rail operations in Canada and the U.S.as one business segment.Financial information reported at this level,such as revenues,operating income and cash flow from operations,is used by the Companys corporate mana

216、gement in evaluating financial and operational performance and allocating resources across CNs network.The Companys strategic initiatives are developed and managed centrally by corporate management and are communicated to its regional activity centers(the Western Region,Eastern Region and U.S.Region

217、),whose role is to manage the day-to-day service requirements of their respective territories,control direct costs incurred locally,and execute the strategy and operating plan established by corporate management.See Note 24 Segmented information to the Companys 2022 Annual Consolidated Financial Sta

218、tements for additional information on the Companys corporate organization,as well as selected financial information by geographic area.Strategy overviewCN has long been a nation builder and trade enabler,and is essential to the North American economy.The Companys strengths are many:a three-coast net

219、work;geographic,customer and product diversity;and a proven ability to innovate,including running a scheduled railroad.CNs business strategy is anchored on the Companys vision of Powering Sustainable Growth for our customers,our people and the communities in which we operate.CNs strategic plan is an

220、chored on driving operational excellence every day,developing strong customer partnerships,growing geographic and product reach,and continuous innovation.CNs objective is to deliver sustainable,profitable growth by providing superior customer service,growing faster than the economy,pricing ahead of

221、rail inflation,and continuously improving operating efficiency.This strategy rests on CNs strong commitment to Delivering Responsibly,moving its customers goods safely and efficiently,doing so in a manner that seeks to minimize the impact on the environment,attracting and retaining top talent,helpin

222、g build safer and stronger communities,and adhering to the highest governance standards.Managements Discussion and AnalysisCN|2022 Annual Report 3CN aims to drive consistent shareholder returns and earnings growth by striving for sustainable financial performance,including profitable top-line growth

223、,strong free cash flow generation and return on invested capital well above the Companys cost of capital.CN also returns value to shareholders through dividend payments and share repurchases.Driving operational excellence every day CNs goal is to deliver reliable,efficient and cost-effective transpo

224、rtation services for its customers.CN continues to improve its service productivity and safety,with a focus on investments in network fluidity,automation,big data analytics and the digital customer experience.CNs scheduled railroading model focuses on improving every aspect of railroad operations to

225、 meet customer commitments efficiently and profitably.This calls for the continuous measurement of results and the use of such information to generate further improvements in the service provided to customers and in the efficiency of operations.By running a disciplined scheduled operation,with a foc

226、us on car velocity,CN can lean into its strengths and pursue growth opportunities across its three-coast network.Developing strong customer partnerships CN aims to provide the best customer service by anticipating its customers needs,understanding their growth plans,earning their trust,becoming a tr

227、uly customer-centric organization and demonstrating agility.CN is developing deeper and stronger customer partnerships,putting its customers,and ultimately their end customers,at the center of its operations.CNs focus is on end-to-end collaboration to help our customers grow their markets.Supply cha

228、in collaboration agreements with ports,terminal operators and customers leverage key performance metrics that drive efficiencies within CNs operations and across the entire supply chain.CNs goal is to ensure a seamless end-to-end customer experience by bringing transparency to the supply chain and a

229、djusting its service performance measures to better reflect its customers changing requirements.CN is also leveraging technology in the way it does business,including sharing data through Application Programming Interfaces(APIs)and improving its communications and service performance through the use

230、 of mobile reporting and enhanced digital customer interfaces.Growing geographic and product reach With its three-coast network that spans North America,CN is helping its customers in connecting North America to the world.To grow its reach for carload customers,CN is expanding its network of translo

231、ad facilities across North America.In Western Canada,CN is investing in infrastructure and equipment to grow its capacity and increase its share of new industrial production while also responding to shifting demands in commodities.In Eastern Canada and the U.S.,CN aims to further densify its network

232、 through gateway growth and providing customers withcost-advantageous intermodal routes.Continuous innovation CN proactively pursues an ambitious innovation strategy using technology,analytics and automation to increase safety and efficiency as well as deliver a reliable,lower-carbon,seamless servic

233、e to its customers.As a pioneer of scheduled railroading,CN is well positioned to drive the next wave of change by applying technology and new ways of working to unlock further operational excellence,customer service and employee engagement,including:Leveraging a strategic partnership with Google Cl

234、oud to deliver new customer experiences and modernize CNs technology infrastructure.Using advanced digital technologies,big data,artificial intelligence(AI)and predictive analytics for better planning,efficiency,and safety.Improving real-time data and analytical support tools.More accurate,consisten

235、t and relevant information provided to all stakeholders(e.g.,customers,employees,communities).Automating manual processes to improve efficiency and safety.Protecting the Companys physical assets,digital assets and data to keep its network safe.Collaborating on the transition to a lower carbon econom

236、y.Delivering Responsibly Sustainability is at the heart of how CN is building for the future.Delivering Responsibly,the encapsulation of the Companys sustainability strategy and commitments,underpins all of CNs decisions,commitments and investments.The Company is focused on transporting goods safely

237、 and efficiently,doing so in a manner that seeks to minimize the impact on the environment,attracting,retaining and engaging top talent,helping to build stronger,safer communities,while adhering to the highest governance standards.CN understands that transparency is essential for stakeholder trust c

238、oncerning the Companys Environmental,Social and Governance(ESG)commitments.In that regard,CN seeks to align its ESG disclosures with global best practice frameworks,reporting on commitments and performance with focus,clarity and comparability.In 2022,CN announced that it joined the United Nations Gl

239、obal Compact initiative a voluntary platform for the development,implementation,and disclosure of responsible business practices.CN is also proud of its 2022 accomplishments,including being recognized Managements Discussion and Analysis4 CN|2022 Annual Reporton CDPs prestigious A List”for the Compan

240、ys efforts to tackle climate change,and for once again being named to the Dow Jones Sustainability World and North American indices.Safety is a core value CN is intensely committed to the health and safety of its employees,the communities and environments in which it operates and the customers it se

241、rves.The Company embraces a safety culture based on the fundamental belief that all injuries and accidents are preventable.CNs primary objective is to reduce serious injuries and fatalities to zero.The Company is employing advanced technology and innovative training to help achieve this goal.More sp

242、ecifically,CN is:Fostering an engaged workforce that understands and respects Life Critical Rules.Embedding a mindset whereby employees take ownership for their own safety and the safety of others by Looking Out for Each Other.Training employees to identify and mitigate exposures.Using advanced tech

243、nologies to proactively mitigate human error and reduce risk.Maintaining reliable and safe equipment and infrastructure.Investing in employee training,coaching,recognition and engagement initiatives.See the section entitled Human capital management-Health and safety of this MD&A for additional infor

244、mation regarding CNs safety initiatives.Building the talent and culture to drive CNs continuous performanceCN people have always been the Companys most important differentiator,caring passionately about railroading and bringing optimism,commitment and resilience to daily tasks.CN aims to attract,ret

245、ain and train the very best talent,with a focus on a diverse,inclusive and winning culture to enhance employee engagement.The Company aspires to have workforce diversity that reflects the communities in which it operates.CN develops its employees with the necessary skills for an increasingly automat

246、ed and data-driven work environment.See the section entitled Human capital management of this MD&A for additional information regarding CNs human capital initiatives.Tackling the impact of climate changeThe Companys goal is to conduct its operations in a way that seeks to minimize environmental impa

247、ct,while offering a carbon-efficient and sustainable way to move goods.CN is making a positive contribution in the fight against climate change and playing a key role in the transition to a lower-carbon economy.With approximately 85%of its direct greenhouse gas(GHG)emissions generated from rail oper

248、ations,CN believes the best way to reduce its carbon footprint is by continuously improving fuel efficiency.Over the years,this focus has resulted in significant progress in decoupling volume growth from carbon emissions intensity.CN continues to maintain its leadership position among Class I North

249、American railways,consuming approximately 15%less locomotive fuel per gross ton mile than the industry average.CN was also the first North American railway,and among the first 100 companies globally,to announce an approved science-based climate target.CN aims to reduce GHG emissions in line with the

250、 Paris Agreement and in 2021,committed to setting a net-zero target by joining the Business Ambition for 1.5 C and the United Nations Race to Zero campaign.To achieve its decarbonization targets,CN will need to continue to improve the fuel efficiency of its fleets,increase its use of sustainable ren

251、ewable fuels and test innovative propulsion technologies while working collaboratively to bring low-carbon alternatives to market.Collaboration with suppliers,customers,supply chain partners,innovators and regulators is critical for CN to deliver on its climate commitments and to help drive economic

252、 prosperity in a low-carbon environment.The Companys CDP Report and Task Force on Climate-related Financial Disclosures(TCFD)report are available on CNs website in the Delivering Responsibly section.Community engagement CN does not operate in isolation.It is tightly integrated with the rest of socie

253、ty,providing vital links spanning eight provinces,16 states,110 First Nation and Mtis territories,and more than 2,000 towns and cities across its network.As such,CN continues to play an essential role and contributes to economic prosperity through job creation,investments and freight transportation

254、services.However,CN believes it is not just what it does but how it does it that matters for its long-term success.The Company seeks to enhance its reputation through open and proactive engagement to ensure stakeholders and Indigenous communities are aware of its strategy.CN engages externally acros

255、s a wide spectrum of initiatives and fosters effective two-way communications that ensure a respectful and beneficial exchange.CN believes the rail industry can enhance safety by working closely with communities.Under CNs structured Community Engagement program,the Company engages with municipal off

256、icers and their emergency responders to assist them in their emergency response planning.During this frequent outreach,CN discusses:Its comprehensive safety programs and performance.Managements Discussion and AnalysisCN|2022 Annual Report 5The nature,volume and economic importance of dangerous goods

257、 it transports through their communities.Emergency response planning.Training sessions for emergency responders.The outreach builds on CNs involvement in Transportation Community Awareness and Emergency Response(TRANSCAER),through which the Company has been working for many years to help communities

258、 in Canada and the U.S.understand the movement of hazardous materials and what is required in the event of transportation incidents.All Aboard for Safety is CNs flagship community education program.Every year,CN employees make hundreds of presentations and talk to thousands of children and adults at

259、 schools and community events in Canada and the U.S.about the importance of rail safety and the dangers of walking or playing on or near railway tracks.As part of CNs yearround outreach effort,the CN Police Service continues to be active in communities across the CN network to promote safe behavior

260、around railroad infrastructure.Activities include conducting enforcement initiatives with external agencies and delivering safety presentations to highrisk groups.During the industrys annual Rail Safety Week campaign,CN police officers and other employees,in partnership with Operation Lifesaver,part

261、icipate in numerous safety initiatives to raise awareness about preventing accidents and injuries around railway property.CN believes another way to help build more sustainable communities is to actively contribute millions of dollars each year through its CN Stronger Communities Fund to organizatio

262、ns,programs and initiatives that promote diversity and inclusion,innovation and safety,education,environmental protection,and many other causes such as food banks,homeless shelters,domestic violence shelters,healthcare centers,and anti-poverty organizations.CN is proud of its employees,retirees and

263、their families who volunteer to make their communities better places to live,work and play.The CN Railroaders in the Community program recognizes these acts of kindness by providing grants to the communitybased notforprofit organizations employees(current,retired or family)choose to support through

264、their volunteer efforts.CN also encourages employee community involvement through its annual volunteer CN In Your Community Day.Operating within or adjacent to the nearly 200 reserve lands of 110 First Nations and Mtis territories,CN is in regular contact with Indigenous communities across its netwo

265、rk,identifying and fostering business opportunities,increasing employee awareness,and promoting employment opportunities within these communities.CNs Indigenous Advisory Council(IAC),created in February 2021,is an independent body comprised of Indigenous leaders from across Canada.The IACs mandate i

266、s to provide advice to CNs Board and to the companys Chief Executive Officer(CEO)on relevant issues such as reinforcing diversity and inclusion through policies and procedures that reflect these principles.Disciplined capital allocation and executionCNs success depends on a steady stream of capital

267、investments that are aligned with and support its business strategy.These investments cover a wide range of areas,from track infrastructure and rolling stock to information and operating technologies,as well as other equipment and assets that improve the safety,efficiency,capacity and reliability of

268、 CNs service offering.Investments in track infrastructure enhance the safety and integrity of the physical plant,increase the capacity and fluidity of the network,promote service excellence,and support growth.New locomotives equipped with distributed power capability increase capacity,fuel productiv

269、ity and efficiency,and improve service reliability,particularly in cold weather,while improving train handling and safety.Targeted railcar acquisitions aim to tap growth opportunities,complementing the fleet of privately owned railcars that traverse CNs network.CN is also investing in and deploying

270、advanced technologies to automate labor-intensive tasks like track and railcar inspections,as well as to improve the customer experience through track and trace functionality.CNs long-term economic viability depends on the presence of a supportive regulatory and government policy environment that en

271、courages investment and innovation.The multi-year implementation of CNs strategic plan requires a disciplined,analysis-driven approach to capital investment.Talent,technology and capital need to be fully aligned.The Companys capital investment roadmap includes several core elements:Investing in the

272、maintenance of a safe and reliable network.Investing in asset infrastructure to increase the capacity of its three-coast network.Developing a portfolio approach to technology with business-led investment decisions,delivering value at each stage of implementation.Deepening supply chain partnerships w

273、ith its customers,including road-to-rail conversion.Investing in data analytic systems,including AI,to support data-driven decision-making.Investing in technologies and capital assets to support decarbonization of its footprint.Growing its physical and commercial reach through strategic partnerships

274、 and acquisitions.Managements Discussion and Analysis6 CN|2022 Annual Report2022 HighlightsFinancial highlights-2022 compared to 2021Record revenues of$17,107 million,an increase of$2,630 million,or 18%.Operating expenses of$10,267 million,an increase of$1,406 million,or 16%.Record operating income

275、of$6,840 million,an increase of$1,224 million,or 22%,and record adjusted operating income of$6,862 million,an increase of$1,240 million,or 22%.(1)(2)Operating ratio,defined as operating expenses as a percentage of revenues,of 60.0%,an improvement of 1.2 points,and adjusted operating ratio of 59.9%,a

276、n improvement of 1.3 points.(1)(2)Net income of$5,118 million,an increase of$219 million,or 4%,and record diluted earnings per share of$7.44,an increase of 8%.(3)Record adjusted net income of$5,134 million,an increase of$909 million,or 22%,and record adjusted diluted earnings per share of$7.46,an in

277、crease of 25%.(1)(2)(3)The Company generated record free cash flow of$4,259 million,a 29%increase.(1)(4)On a constant currency basis,diluted earnings per share would have been lower by$0.13.(1)(5)ROIC of 15.8%,a decrease of 0.6 points and adjusted ROIC of 15.9%,an increase of 1.8 points.(1)(6)(1)The

278、se non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore,may not be comparable to similar measures presented by other companies.(2)See the section of this MD&A entitled Adjusted performance measures for an explanation of these non-GAAP measures.(3)See Note 2 Change

279、in accounting policy to the Companys 2022 Annual Consolidated Financial Statements for additional information.(4)See the section of this MD&A entitled Liquidity and capital resources Free cash flow for an explanation of this non-GAAP measure.(5)See the section of this MD&A entitled Constant Currency

280、 for an explanation of this non-GAAP measure.(6)See the section of this MD&A entitled ROIC and adjusted ROIC for an explanation of these non-GAAP measures.National bargaining concluded in the U.S.On December 2,2022,the round of national bargaining between the nations freight railroads,including CN,a

281、nd all 12 rail unions was fully resolved when President Biden signed legislation passed by Congress.The legislation implemented collective bargaining agreement terms for the four unions that had not previously ratified their agreements.These agreement terms are the same terms that previously were ra

282、tified and implemented by the other eight rail unions.All U.S.employees in the bargaining round are therefore now covered by new collective bargaining agreement terms based on the recommendations of the Presidential Emergency Board.The new terms increase wages by a compounded 24 percent over the fiv

283、e-year term of the contract,from 2020 through 2024,with a 14.1 percent wage increase effective immediately.The agreements also include five US$1,000 annual lump sum payments,adjustments to health care premiums,health benefit enhancements,and an additional personal leave day for all employees.This re

284、sulted in an incremental wage accrual of$47 million,or$35 million after-tax($0.05 per diluted share),recorded in the third quarter of 2022 in Labor and fringe benefits within the Consolidated Statements of Income,to reflect the terms of the new agreements.Leadership changesOn January 25,2022,CN anno

285、unced that Tracy Robinson was appointed as CNs President and CEO effective February 28,2022.On November 28,2022,the Company announced that Edmond(Ed)Harris assumed the role of Executive Vice-President and Chief Operating Officer,following the departure of Rob Reilly.Reinvestment in the business In 2

286、022,CN spent approximately$2.75 billion in its capital program,of which$1.60 billion were invested to maintain the safety and integrity of its network,particularly track infrastructure.CNs capital spending also included$0.75 billion for strategic initiatives to increase capacity,enable growth and im

287、prove network resiliency,including line capacity upgrades and information technology initiatives,and$0.40 billion on equipment,including the acquisition of 500 new grain hopper cars.Shareholder returns The Company repurchased 30.2 million of its common shares during the year,returning$4.7 billion to

288、 its shareholders.CN also increased its quarterly dividend per share by 19%to$0.7325 from$0.6150 in 2021,effective for the first quarter of 2022,and paid$2.0 billion in dividends in 2022.Managements Discussion and AnalysisCN|2022 Annual Report 7Future value creation On January 24,2023,the Companys B

289、oard of Directors approved a new Normal Course Issuer Bid(NCIB)that allows for the repurchase of up to 32.0 million common shares between February1,2023 and January31,2024.In addition,on that same day,the Companys Board of Directors approved an increase of 8%to the quarterly dividend to common share

290、holders,from$0.7325 per share in 2022 to$0.7900 per share in 2023,effective for the first quarter.Sustainability recognitionThe Companys sustainability practices earned it a place on the Dow Jones Sustainability World and North American Indices,for the 11th and 14th consecutive year,respectively.CN

291、was also recognized for its actions to cut emissions,mitigate climate risks and develop the low carbon economy,earning a spot on the CDP A List for the seventh time,as well as being recognized for the 13th time.CN was one of only three Canadian companies to earn a spot on the prestigious A List in 2

292、022.COVID-19 pandemicThe COVID-19 pandemic necessitated governments,institutions and communities to take actions that resulted in a partial economic shutdownbeginning in March 2020.New variants of the virus led to the re-imposition of restrictive measures across North America and in other parts ofth

293、e world in late 2021,however,in 2022,many North American jurisdictions relaxed or eliminated pandemic-related restrictions andmandates.The long-term implications of the COVID-19 pandemic,including the extent of the impact on the business,financial position,results ofoperations and liquidity of the C

294、ompany,remain unknown and will depend on future developments,which are highly uncertain and cannot bepredicted,including the occurrence,scope and duration of any outbreaks as well as additional actions taken by governmental authorities andother parties in response to the pandemic.2023 Business outlo

295、ok and assumptionsThe Company assumes negative North American industrial production in 2023.For the 2022/2023 crop year,the grain crop in Canada was above its three-year average(or in line when excluding the significantly lower 2021/2022 crop year)and the U.S.grain crop was in line with its three-ye

296、ar average.The Company assumes that the 2023/2024 grain crops in Canada and the U.S.will be in line with their respective three-year averages(excluding the significantly lower 2021/2022 crop year in Canada).In 2023,the Company will continue to invest in its capital program to improve the safety,effi

297、ciency and integrity of its network.These investments will enable and support the growth of the Company and will be financed with cash generated from operations or with cash from financing activities as required.The forward-looking statements discussed in this section are subject to risks and uncert

298、ainties that could cause actual results or performance to differ materially from those expressed or implied in such statements and are based on certain factors and assumptions which the Company considers reasonable about events,developments,prospects and opportunities that may not materialize or tha

299、t may be offset entirely or partially by other events and developments.In addition to the assumptions and expectations discussed in this section,reference should be made to the section of this MD&A entitled Forward-looking statements for assumptions and risk factors affecting such statements.Managem

300、ents Discussion and Analysis8 CN|2022 Annual ReportHuman capital managementCNs ability to develop the best railroaders in the industry has been a key contributor to the Companys success.CN recognizes that without the right people,no matter how good a service plan or business model a company may have

301、,it will not be able to fully execute.The Company continues to focus on hiring the right people,onboarding them successfully,helping them build positive relationships with their colleagues and supporting all employees to grow and develop,while deepening its commitment to develop talent and plan for

302、the future.GovernanceCNs Senior Vice President and Chief Human Resources Officer has leadership accountability for the Companys workforce policies and programs and reports directly to the CEO.CNs Board and its committees,including the Governance,Sustainability and Safety Committee and Human Resource

303、s and Compensation Committee(HRCC)provide oversight of the Companys human capital management strategies,programs,practices and performance.The HRCC is responsible for monitoring executive managements performance assessment,compensation and succession planning as well as ensuring effective talent man

304、agement through engagement surveys and monitoring union relations and strategy for consistency with CNs strategic direction.The HRCC also has the mandate to review human resources practices and policies by ensuring,amongst other things,that appropriate human resources systems are in place so that th

305、e Company can attract,motivate and retain the quality and diversity of personnel required to meet its business objectives.The Companys senior management provides regular briefings on human capital matters to the Board and its Committees to facilitate oversight.The Board of Directors and management a

306、re committed to maintaining and instilling a strong ethical culture at CN,and as such,have developed a solid ethics program based on CNs core values of integrity and respect.Each director,executive officer and management employee must certify annually their compliance with the Code of Business Condu

307、ct and employees are required to complete an online training course on the Code of Business Conduct.Integrity training is also part of every new employees onboarding program.In addition,Anti-Fraud Policy and Guidelines apply to all employees of CN and its wholly owned subsidiaries and set out steps

308、to be taken in response to reported or suspected fraud in all its forms,as well as measures that are taken to identify,prevent and manage fraud-related risks.Total employeesAs at December 31,2022,CN employed a total of 17,392 employees in Canada(2021 16,314),of which 12,841,or 74%,were unionized emp

309、loyees(2021 11,878,or 73%)and 6,579 employees in the U.S.(2021 6,290)of which 5,571,or 85%,were unionized employees(2021 5,289,or 84%).Within Canada,there are 79 bargaining units and in the U.S.,there are currently 43 active bargaining units.See the section entitled Business risks of this MD&A for a

310、dditional information regarding labor negotiations.Health and safetyCN has an uncompromising commitment to the health and safety of its employees,the customers it serves,and the communities and environments in which it operates.The Companys long-term safety improvement is driven by continued investm

311、ents in infrastructure,rigorous safety processes and exposure reduction efforts,as well as efforts to continue deepening the Companys safety culture.The attainment of annual accident and injury targets is a component of managements annual incentive bonus plan.The Companys injury frequency rate and a

312、ccident rate,defined according to the criteria of the Federal Railroad Administration(FRA),are provided for the entire companys operations and are publicly disclosed on a quarterly basis.See the section entitled Selected railroad statistics for additional information on CNs safety measures.CNs cultu

313、re and commitment to safety is supported by its focus on training,leadership,and technology.CNs Safety Management System is the framework for putting safety at the center of its day-to-day operations.This proactive plan is designed to minimize risk,drive continuous improvement in the reduction of in

314、juries and accidents,and engage employees at all levels of the organization.The Looking Out For Each Other peer-to-peer engagement program focuses on raising awareness among all employees of the top causes of incidents and injuries,identifying and reviewing safe work procedures,training employees to

315、 be aware of their surroundings and recognize potential at-risk work practices,teaching employees how to provide constructive feedback to their peers and learning from past incidents.The Companys Life Critical Rules address the day-to-day activities that have the potential to cause serious harm or e

316、ven loss of life.They are based on past incidents and are designed to help ensure they do not happen again.CNs safety leadership training program is heavily focused on teaching employees the importance of controlling exposures to risk and on developing the attitudes and behaviors required for a valu

317、es-driven safety culture.CN also continues to leverage new technology to drive improved safety performance including installing powerful sensor and AI technology into specially equipped autonomous track inspection cars positioned in existing train service,enabling track inspections at normal track s

318、peed.AI technology is also enhancing how CN inspects its railcar fleet.Automated inspection portals feature ultra-high-definition cameras that capture a 360 view of a train as it travels through at track speed.Both these innovations in automation increase inspection frequency and quality and play an

319、 important role in preventing incidents.CN has also implemented Electronic Track Authority Verification Managements Discussion and AnalysisCN|2022 Annual Report 9(ETAV),a geospatial navigation aid application that improves safety by leveraging precise location information to warn track maintenance v

320、ehicle operators of approaching or exceeding limits of Track Authority(TA).CN strives for continuous improvement in our environmental,health,safety,and security(EHS&S)performance and is proud to be a long-standing Responsible Care Partner.Triennially,CN undergoes a Responsible Care audit conducted b

321、y an external audit team to ensure CNs processes,programs and policies meet the rigorous Responsible Care Management System Specifications,Guiding Principles and Stewardship Codes.CN works closely with all of its customers and suppliers to ensure adherence to Life Critical Rules where applicable,and

322、 to encourage a shared commitment to a values-based safety culture.CN believes that the rail industry can also enhance safety by working more closely with communities.Under CNs structured Community Engagement program,the Company engages with municipal officers and their emergency responders in an ef

323、fort to assist them in their emergency response planning.The outreach builds on CNs involvement in the TRANSCAER initiative,through which the Company has been working for many years to help communities in Canada and the U.S.understand the movement of hazardous materials and what is required in the e

324、vent of transportation incidents.Pandemic PlanIn response to the COVID-19 pandemic,CN deployed its multi-phase Pandemic Plan in March of 2020 and continues to institute various measures to protect its employees,customers,and the communities in which CN operates:CNs medical team and occupational heal

325、th department,who are members of the Association of American Railroads Health Committee,have played a pivotal role in CNs pandemic planning,taking direction from the World Health Organization,as well as federal,provincial and state authorities,as required,and offering best practices shared amongst N

326、orth American railroads.CN implemented preventative measures to ensure the safety of its employees and by extension,of its customers and communities.As Public Health authorities have relaxed their recommendations,CN has evolved accordingly.Between January and June 2022,CN complied with Transport Can

327、adas Ministerial Order mandating COVID vaccination.In June 2022,the government of Canada repealed the mandatory COVID vaccination.CN therefore invited back to work employees who had been put on leave of absence per the Ministerial Order.CN continues to follow all public health recommendations across

328、 our network and adjusts as these recommendations evolve.Aligned with public health,office-based employees who were able to work from home during the height of the pandemic have been invited back to the office and are now working from the office in a hybrid model where possible.Safety measures are i

329、n place and remain aligned with relevant public health authorities recommendations for all employees,office and field alike.Through a dedicated COVID team which includes nurses,CN continues to monitor COVID cases as well as answer any employees questions or concerns.CN communicates any relevant upda

330、tes on the status of the pandemic as it relates to our operations.Talent managementAttraction and recruitmentCN continues to align its talent strategies to the business objectives,by focusing on acquiring as well as developing the various skills and capabilities required to meet its commitments,addr

331、ess challenges,and ensure a solid bench of talent to mitigate risk.CN recruits and hires talent with a broad range of strengths,perspectives and experiences,while also engaging with partners across our network,including Indigenous and other equity-seeking groups to ensure CN has the representation o

332、f populations across our communities.Over the last year,similar to other organizations,CN has had to compete extensively to attract talent,however its refreshed early career strategy,which allows it to partner with university and technical schools across Canada and the U.S.,has helped create strong

333、visibility of our jobs and opportunities.In 2022 and 2021,CN was recognized as one of Canadas Top 100 Employers and Montreals Top Employers.In addition,CN was also listed as one of Canadas best Diversity Employers.Training and developmentCN offers a variety of training programs,which cover mandatory requirements or are part of an employees learning journey and development.This ensures that its emp