Canadian National Railway Company (CNR.TO) 2024年年度報告「TSX」.pdf

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1、RESILIENTAND READY2024 annual 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 con

2、stitute“forwardlooking 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,for

3、wardlooking statements involve risks,uncertainties and assumptions.CN 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 identifi

4、ed 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 achiev

5、ements 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 includ

6、e,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 dev

7、elopments;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,trade barriers,or the imposition of tariffs or other changes to international trad

8、e arrangements;transportation of hazardous materials;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;uncer

9、tainties of investigations,proceedings and other types of claims and litigation;risks and liabilities arising from derailments;timing and completion of capital programs;the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology;reputat

10、ional risks;supplier concentration;pension funding requirements and volatility;and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States.Reference should also be made to“Managements Discussion and Analysis”(MD&A)in this annual report

11、 as well as the Annual Information Form and Form 40F filed with Canadian and U.S.securities regulators and available on CNs website for a description of major risk factors relating to CN.The achievement of CNs climate goals is subject to several risks and uncertainties,including those disclosed in t

12、he MD&A.While the Company currently believes its goals are reasonably achievable,there can be no certainty that the Company will achieve any or all of these goals within the stated timeframe,or that achieving any of these goals will meet all of the expectations of its stakeholders or applicable lega

13、l requirements.Forwardlooking statements reflect information as of the date on which they are made.CN assumes no obligation 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

14、 CN does update any forwardlooking statement,no inference should be made that CN will make additional updates with respect to that statement,related matters,or any other forwardlooking statement.Information contained on,or accessible through,our website is not incorporated by reference into this ann

15、ual report.As used herein,“Company”or“CN”refers to Canadian National Railway Company and,as the context requires,its wholly owned subsidiaries.PICTURED(ABOVE):A CN mixed train moves goods through Caramat,ON.PICTURED(FRONT AND BACK COVER):Two CN trains travel on sidebyside tracks between Kamloops and

16、 Vernon,BC.TABLE OF CONTENTSIIAbout CNIVLetter from the ChairVILetter from the CEOVIIISustain and Build Service ExcellenceXIIIGrow Our BusinessXXGrow Our PeopleXXVBoard of DirectorsXXVIIExecutive OfficersXXVIIIShareholder and Investor InformationF I N A N C I A L S E C T I O N1Selected Railroad Stat

17、istics unaudited2Managements Discussion and Analysis68Managements Report on Internal Control over Financial Reporting69Report of Independent Registered Public Accounting Firm72Consolidated Financial Statements77Notes to the Consolidated Financial Statementscn 2024 annual reportiKamloopsFort NelsonHa

18、y RiverFort McMurrayPrince GeorgePrince RupertVancouverEdmontonCalgaryTorontoDetroitThunder BayWinnipegCN powers the economy by safely transporting more than 300 million tons of natural resources,manufactured products and finished goods throughout North America every year for its customers.With its

19、nearly 20,000mile rail network and related transportation services,CN connects Canadas Eastern and Western coasts with the U.S.Midwest and the U.S.Gulf Coast,contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.CNS 2024 PERFORMANCEThe resiliency of

20、CNs operating model was tested by a number of challenges in 2024,including rail and port labor disruptions,wildfires and weakerthanexpected demand in certain segments.CN adhered to its operating plan and managed through the year with resiliency and solid execution.Revenues$17.0B(up 1%1)Diluted earni

21、ngs per share(EPS)$7.01(down 18%1)Adjusted diluted EPS$7.10 2(down 2%1)ABOUT CN1 Versus 2023.2 This nonGAAP measure does not have any standardized meaning prescribed by GAAP and,therefore,may not be comparable to similar measures presented by other companies.See the section entitled NonGAAP measures

22、 Adjusted performance measures in Managements Discussion and Analysis(MD&A)included in this annual report for an explanation of this nonGAAP measure.NOTE:Operating measures on Page X are unaudited and based on estimated data available at this time and are subject to change as more complete informati

23、on becomes available.iicn 2024 annual reportMataneBaie-ComeauSept-lesSpringfieldEast St.LouisEast PeoriaConneautPittsburghNew LondonStevens PointOmahaSioux CitySault Ste.MarieFonddu LacSarniaBuffaloBaton RougeMinneapolis/St.PaulReginaToledoDecaturJacksonWorcester ArcadiaChippewa FallsAuburnIndianapo

24、lisJolietPascagoulaGreenBayGulfportMonctonSyracuseMobileQuebecMontreal New OrleansHalifaxSaint JohnSaskatoonChicagoMemphisTorontoDetroitThunder BayWinnipegCN main linesSecondary and feeder linesShortline partnersPorts served by CNA strong franchiseOurthreecoast network deliversopportunities for cust

25、omers to reach,grow or expand their 2024 annual reportiiiLETTER FROM THE CHAIRDear fellow shareholders,CN and our 25,000railroaders are driven by our purpose to power the economy,aswe safely move our customers essential goods across NorthAmerica and enable global supply chains.Ourtranscontinental ne

26、twork is a distinct strength,connecting our customers with their markets,facilitating their growth and the growth of the Canadian and U.S.economies.CN spans eight provinces in Canada from the Pacific to the Atlantic coasts and extends to the U.S.Gulf Coast.Each day,we move approximately 15,000 shipm

27、ents that carry a diverse portfolio of products grain and fertilizers that help feed the world,raw materials that drive manufacturing and construction,and energy commodities that heat,cool and power industries and homes.The North American economy is interconnected,and in spite of potential challenge

28、s on the horizon,including uncertainty around trade and tariffs,CN remains focused on delivering for our customers.Managing enterprise risks,building resiliencyAs a Board,we take very seriously our obligations to oversee enterprise risks and to ensure that management is taking the appropriate action

29、s to address strategic and business performance,as well as current and emerging risks,and building the necessary resiliency.We are well organized to do this.In the past year,our Board committees were restructured to remain focused on performance and enterprise risks and prioritize the Companys busin

30、ess objectives,including the safety and efficiency of our operations.This new structure is working effectively.Each committee has clear mandates,enabling Board members to dedicate more time to discussing and exploring industry best practices,emerging risks and opportunities,and overseeing resilience

31、 readiness strategies.We ensure that an appropriate risk assessment process is in place and rigorously tested to help us in being prepared for any eventualities in the current volatile environment.This focus represents a continued evolution of the Boards enterprise risk management practices to antic

32、ipate and mitigate unforeseen challenges,and to be alert and ready to seize potential opportunities.We are responding in tangible ways for our Company to be nimble,allowing for more efficient planning,prioritization and adaptability.Supporting the sustainability of the businessThe Board is also adva

33、ncing other imperatives within our governance and oversight roles.We are committed to working toward our ambitious safety objectives.Safety is a core value and our foremost priority,encompassing our people,our customers and the communities and environments in which we operate.We are committed to pro

34、viding the leadership,training and resources necessary to support our continuous improvement in safety.In 2024,our annual Rail Safety Week campaign in partnership with Operation Lifesaver involved nearly 400 communities in this public safety initiative,and we proactively trained more than 5,000 firs

35、t responders on rail safety and emergency incident response throughout the year.For the environment,rail is already the most sustainable form of land transportation for shipping heavy freight.We seek to further understand potential impacts and solutions related to extreme weather,and our annual advi

36、sory vote on CNs Climate Action Plan reinforces our commitment,strategy and progress to decarbonizing rail transportation,including driving operational efficiency.ivcn 2024 annual reportThe Boards focus on talent development and succession planning continues to help ensure CN is well positioned to i

37、dentify,attract,develop and retain the next generation of leaders who can maintain operational efficiency and customer service excellence,thereby enabling sustainable,profitable growth.Part of building a more sustainable future is also deepening engagement with stakeholders and Indigenous communitie

38、s along our network.We are actively engaged with and give back to the communities where we operate.In 2024,we introduced our first Indigenous Reconciliation Action Plan(IRAP),which will guide our journey to reconciliation based on key pillars identified through open discussions with and feedback fro

39、m Indigenous communities in Canada.Our IRAP provides a strong foundation for fostering continuous learning and meaningful actions in our ongoing efforts to support and honour Indigenous communities.Collaborating for successOur Board continues to work collaboratively and constructively with the manag

40、ement team.The insights we share and gain from each other further our aim to generate value for our customers,shareholders,employees and stakeholders with an unwavering commitment to safety and service.TheBoard is responding in tangible ways for our Company to be nimble,allowing for more efficient p

41、lanning,prioritization and adaptability.Recognition for governance and sustainability leadershipCN is pleased to be recognized for our governance and sustainability best practices.The2024 Globe and Mails Report on Business evaluated the work of Canadas corporate boards using a rigorous set of govern

42、ance criteria,andCNs Board of Directors earned a firstplace ranking among 215companies listed on the S&P/TSX Composite Index.Weearned a notable score from the global environmental nonprofit CDP for our dedication to corporate transparency and performance on tackling climate change.Wehave been listed

43、 on the DowJones BestinClass World Index for 13consecutive years and the DowJones BestinClass NorthAmerican Index for 16years in a row.This recognition demonstrates that our sustainability strategy is aligned with stakeholder expectations,including the delivery of consistent,transparent and comprehe

44、nsive disclosures.In 2024,we brought in third parties to deepen our knowledge on topics and trends impacting our Company and our customers.Board members also continue to undertake additional education opportunities,which have been crucial to inform our strategic oversight role to ensure the resilien

45、cy and readiness of CN.Sharing gratitudeOn behalf of every member of the Board of Directors,I want to thank our employees,customers,shareholders and the communities in which we operate for their ongoing support,feedback and collaboration.We are grateful for our railroaders who focus on delivering ex

46、cellence and looking out for each other every day,and we appreciate the trust each of you places in our Company.With our talented leaders and team,we are confident in our strategic direction and purpose to power the economy.We invite you to join us at our Annual Meeting of Shareholders on May 2,2025

47、.Shauneen Bruder Chair of the Boardcn 2024 annual reportvLETTER FROM THE CEODear fellow shareholders,As we move into2025,Iam excited about the future of CN.The strength of our network,the resiliency of our operating model and the unique growth opportunities ahead position us for sustainable growth.I

48、n2024,our operating plan was rigorously tested by unexpected disruptions,including labor uncertainties and supply chain constraints.While these challenges impacted our results,weremained agile and recovered quickly.The resiliency of our operations confirmed that we have the right model and the right

49、 strategy for longterm success.Looking forward,our focus remains steadfast:Sustain and Build Service Excellence,Grow Our Business and Grow Our People.Our network is wellpositioned to capitalize on CNspecific growth opportunities,and we are confident in our ability to create value for our customers,e

50、mployees and shareholders.Safety is our core valueSafety is at the heart of everything we do.Last year,we recorded the secondbest accident and injury performance in the Companys history.However,nothing is more important than ensuring every team member returns home safely.Tragically,in April,we lost

51、Juver Balmores,a track maintainer and truck driver in Kamloops,BC,in a motor vehicle accident while returning to his CN home terminal after his shift in a crew transportation vehicle.Our deepest condolences go to his family,loved ones and friends.We honour our fallen colleagues by continuing to prio

52、ritize safety every minute of every shift.Our commitment to leading with safety includes fostering a strong safety culture,caring for one another,and engaging in ongoing training.We encourage our teams to speak up to identify and eliminate potential risks.Additionally,our investments in advanced tec

53、hnologies within our network and workplace further enhance the safety and wellbeing of our people and communities.Sustain and Build Service ExcellenceScheduled railroading our Make the Plan,Run the Plan,Sell the Plan model is foundational to our operations.We collaborate closely with customers to es

54、tablish a clear plan and ensure its successful execution.Operational excellence and customer service go hand in hand.Our operating plan enables us to provide reliable,ontime performance for our customers.It also supports our ability to quickly recover from disruptions,as was the case last year.In so

55、me cases,we even broke records,such as with grain transportation.Our railroaders are agile and responsive,consistently taking the necessary steps to return to scheduled operations safely and efficiently.The operating plan is the backbone of our organization,ensuring all aspects of CN are working in

56、harmony to continuously enhance service excellence.Grow Our BusinessWhen we establish strong partnerships with our customers and supply chain partners,everyone benefits.Collaboration is the key to success.We have built a pipeline of growth opportunities tailored to our network and our customers need

57、s,and less impacted by broader economic conditions.These CNspecific initiatives are driving volume growth,and we are strategically optimizing our existing capacity while investing in new assets in alignment with our operating plan.For instance,our investments in Northeast British Columbia are expand

58、ing service and volumes in this resourcerich region.Additionally,we are strengthening partnerships at the Port of Prince Rupert,where we have exclusive access to this critical North American trade gateway.This strategic positioning supports global imports and exports,including natural gas liquids,gr

59、ain and more.vicn 2024 annual reportDelivering ResponsiblyCN is committed to building a sustainable future.Our guiding principles Safety,Environment,People,Community,and Governance shape our approach to responsible operations.Every action we take is connected to our broader ambition:to create longte

60、rm shareholder value by sustainably growing our business.Ready for whats aheadWe are entering 2025 with good momentum,a resilient operating plan and a solid foundation for sustainable growth.We are focused on delivering efficiency,reliability and asset velocity,enabling us to meet the expectations o

61、f our customers and to drive longterm value creation.We expect continued growth in CNspecific initiatives that are less dependent on broader economic trends,reflecting the strength of our network and the strategic partnerships we have built with our customers.We expect more than half of our projecte

62、d volume growth this year will come from customerdriven opportunities unique to CN,reinforcing our ability to generate value in a range of market environments.Our balanced approach to capital investment ensures we deploy resources efficiently while maintaining capacity for future growth.Macroeconomi

63、c uncertainties,including tariffs and geopolitical shifts,will continue to be factors we must navigate.We have modeled various scenarios,built flexibility into our plan,and remain in close contact with our impacted customers.As we move forward,our unwavering focus remains on execution.We are wellpos

64、itioned to deliver shareholder value through disciplined operations,customercentric growth and a steadfast commitment to safety and service excellence.To all CN railroaders,thank you for your dedication to keeping our economy moving.To our shareholders,thank you for your continued investment and sup

65、port.Thank you,Tracy Robinson President and Chief Executive OfficerOur strategic investments are also expanding our network.We are excited to welcome the Iowa Northern Railway team into the CN family.Our approved acquisition of the Iowa Northern Railway,with its 175 route miles,will provide customer

66、s,farmers and supply chain partners with singleline access to new markets,improving connectivity for the grain,fertilizer,renewable fuels and industrial sectors.We are also collaborating with other Class I railroads and shortlines to enhance service offerings and strengthen global trade through part

67、nerships with ports on three coasts.Grow Our PeopleWe want CN to be a Company where our people have opportunities to grow and build meaningful careers.Over the past year,we have taken significant steps to define our strategic priorities and values more clearly,ensuring alignment across our teams.We

68、are committed to engaging with our employees to create a workplace where everyone feels valued and motivated.Our approach to last years Teamsters Canada Rail Conference(TCRC)labor situation reflected this intent.We negotiated in good faith,consistently advocating for better pay,improved rest and mor

69、e predictable schedules to enhance worklife balance without compromising safety.While we were disappointed that an agreement could not be reached at the bargaining table,resulting in a temporary lockout before a federal order imposed binding arbitration,we remain hopeful for and committed to a futur

70、e where CN and our unionized employees work together as partners in both business and personal growth.Our focus remains steadfast:Sustain and Build Service Excellence,Grow Our Business and Grow Our People.Our network is wellpositioned to capitalize on CNspecific growth opportunities,and we are confi

71、dent in our ability to create value for our customers,employees and 2024 annual reportviiCNs disciplined approach to scheduled railroading is driving greater reliability and service to help our customers grow and succeed in their markets.Itsalso supporting our entire network and skilled team of rail

72、roaders with the resilience and flexibility we need to address opportunities and challenges that come our way.Ourambition:nextlevel service excellence that our customers need and expect,aswe unlock capacity to support their growth plans.PICTURED:Thomas Kelly,Conductor,helps deliver safe,efficient se

73、rvice at MacMillan Yard,Toronto,ON.SUSTAIN AND BUILD SERVICE EXCELLENCEviiicn 2024 annual reportMake the Plan,Run the Plan,Sell the PlanMore than two years ago,CN leaned back into a scheduled operating plan,enabling us to optimize our network,rolling stock and crews to align our volumes with existin

74、g and future capacity to serve customers.We call it“Make the Plan,Run the Plan,Sell the Plan,”and this model fits our business and our customers.We evolved our Operations team structure around our scheduled railroading approach to align the distinct capabilities required to create the plan and the d

75、aily demands to safely execute it.The operating model and supporting organizational structure are now embedded into how we run our railroad.We aim to develop a plan to move todays volumes efficiently while keeping a longerterm view toward ensuring future resources,assets and infrastructure projects

76、can support potential growth.Our daytoday execution of the plan focuses on ensuring trains depart on time and make their scheduled connections with the correct blocks of cars.Our Operations teams collaborate with CNs Commercial team,which sells into that operating plan and our available capacity.Tea

77、ms embrace the operating plan to drive solid execution and ongoing improvementsOur railroaders have embraced the operating plan and their roles within that plan.Teams work together to optimize the plan for the entire network to support daily demands and to be better aligned and ready for future need

78、s.Weve added more rigor into our planning for network expansion projects and more consistent utilization of our rolling stock and crews to enable continuous improvement.The Engineering team,for example,refined our longterm plan for where and when to upgrade CNs track,signal systems and bridges,creat

79、ing a more predictable schedule to guide related investments and staffing in alignment with growth strategies.Track maintenance team Prince George,BCTeams work together to optimize the plan for the entire network to support daily demands and to be better aligned and ready for future 2024 annual repo

80、rtixOur operating model is the foundation of customer service and safetyLast year,we confronted rail and port labor interruptions as well as destructive wildfires across Canada(see sidebar story on Page XI).With our teams working in lockstep to execute our scheduled operating plan,our network was mo

81、re resilient in managing shocks across the supply chain.In each situation,disciplined adherence to the plan allowed us to efficiently and safely recover.Car velocity the best allin measure of network health was solid for the year,averaging 209 miles per day,a decrease of only 2%from 2023,despite the

82、 challenges.Dwell time an indicator of yard fluidity was 7.0 hours,on par with the prior year.We also delivered efficient and reliable firstmile and lastmile service to our customers.Through a local service commitment plan(LSCP),CN measures if a customer receives the right cars in the committed swit

83、ch window.LSCP performance improved in 2024,to 94%.Our customers also rewarded us with our bestyet loyalty scores measured through CNs comprehensive Net Promoter Survey.The foundation of our scheduled operating model prioritizes safety for our customers,employees and the communities in which we oper

84、ate.It also supports our core value of safety and daily focus in ensuring everyone goes home safely at the end of each day.Furthering our safety commitment and cultureRailroading is a demanding job that requires vigilance in everything we do.CN employees make hundreds of decisions every day to safel

85、y move goods and keep each other safe.They also face many potential hazards or risks associated with their daily work tasks and environment.We continue to invest in the training and tools to help employees stay safe and to prevent injuries and accidents.As part of ongoing safety leadership efforts,a

86、bout 1,200 frontline managers were trained last year on behaviourbased exposure reduction techniques,which reinforce the crucial mindset and actions required to identify and control workplace safety risks.These managers now lead exposure reduction discussions and onsite inspections with their teams,

87、further instilling safety into daily operations.Field employees participate in regular handson training and daily job safety briefings,and they have embraced CNs mobile technology application Enablon Go,which allows voluntary,confidential reporting of any near misses or safety hazards while on site,

88、in real time.This hazard reporting tool is enabling quick,proactive mitigations to reduce risks to help prevent injuries and accidents.Since Enablon Gos deployment in 2023,we have received and corrected an important number of potential hazards.CNs annual Safety Week further emphasizes our safety cul

89、ture.During this dedicated week last June,senior leaders and field employees across the network engaged in meaningful discussions about safety and recommitted to being safe in all aspects of their job.Safety Week culminated in an award ceremony to honour those who contributed to making CN a safer pl

90、ace to work and to railroaders who have dedicated their careers to staying safe and looking out for each other.Learn more about CNs safety policies and initiatives:.ca/en/safetyCN teams use an excavator and hirail truck to perform regular track maintenance near Kamloops,BC.xcn 2024 annual reportCNs

91、firefighting trains support safety and protect supply chainsDuring the summer of2024,wildfires across Canada forced evacuations of tens of thousands of people,including in Jasper,AB,atown within a national park.Asextreme weather events like these have increased in recent years in frequency and durat

92、ion,CNis taking proactive measures to safeguard our people,operations and communities,while protecting supply chains to ensure the safety,security and fluidity of customer goods on our network.In2024,CNadded twonew firefighting trains and twoadditional railcars to its fire mitigation and suppression

93、 fleet,which is purposebuilt to strengthen the resiliency of our rail network and local communities against the impact of wildfires.InJasper,this fleet and specially trained crews supported local fire departments in reaching and containing fires near our rightofway,bringing a significant amount of w

94、ater and fire suppression capacity to isolated areas within the national park.TheJasper wildfire stopped trains for twodays along CNs busiest corridor,which connects Canadas WestCoast to the rest of our network.CNsfire mitigation and suppression fleet crews assisted with a safe,efficient local respo

95、nse while our teams also coordinated with national park officials and first responders to safely resume limited and then full scheduled operations to serve customers.Jasper,ABInvesting in our infrastructure to expand our network and support customer growthOur scheduled operating plan factors in the

96、strategic capital investments weve made to expand our network,enhance safety and efficiency,build new capabilities,or grow capacity in line with our customers needs.Among the infrastructure projects in the past year,we completed a siding extension project west of Kamloops,BC,to increase our capacity

97、 in the busy Vancouver corridor.We also completed a section of double track in our Chicago corridor,boosting train throughput and fluidity to further support our service to customers and be ready for future growth.To continue to meet customer demand and move goods efficiently and safely,CNs new roll

98、ing stock additions in 2024 included 750 highefficiency grain hopper cars,500 boxcars,600 iron ore cars and 150 bilevel autoracks.With our teams working in lockstep to execute our scheduled operating plan,ournetwork was more resilient in managing shocks across the supply 2024 annual reportxiAdvanced

99、 technologies support network safetyWe continue to innovate with advanced technologies and data analytics to improve safety outcomes.Our technology systems and data help us predict potential issues and take proactive action.CN is deploying the fourth generation of our Autonomous Track Inspection Pro

100、gram(ATIP)railcars,which measure the condition of hundreds of thousands of miles of track each year.The latest ATIP technology uses groundpenetrating radar to provide detailed assessments of ballast and subgrade conditions.Then,artificial intelligence(AI)and trend analysis are used to prompt repairs

101、 before issues arise.While ATIP focuses on track infrastructure,CNs extensive wayside detection network with more than 2,800 detectors along our mainline monitors the mechanical health of our trains from wheel bearing temperatures to any dragging equipment on the undercarriage of railcars.These dete

102、ction systems generate alarms and notifications,allowing CN to proactively address potential problems.Our seven Automated Inspection Portals(AIPs)are another element of our safety management system.The portals feature ultrahighdefinition panoramic cameras and highintensity LED lighting that capture

103、a 360degree view of the train and undercarriage as it travels at track speed through the portals for realtime inspection.AI then helps experienced railcar mechanics identify any necessary repairs.Together,these advanced technologies support the continued reliability and fluidity of our network so we

104、 can deliver service excellence by keeping customer goods moving safely and efficiently.One of CNs Autonomous Track Inspection Program(ATIP)railcars crosses a bridge in Kankakee,IL.Wecontinue to innovate with advanced technologies to improve safety outcomes.Ourtechnology systems and data help us pre

105、dict potential issues and take proactive action.xiicn 2024 annual reportWhen our customers grow,wegrow,andthe economy grows.Weaim to provide the service our customers need to perform and win in their markets.CNsells into the capacity we have,andwe are investing to grow our network in parallel with n

106、ew customer opportunities.PICTURED:The new fuel distribution centre in the Greater Toronto Area at CNs MacMillan Yard helps meet customer demand for refined petroleum products in Southern Ontario.GROW OUR BUSINESScn 2024 annual reportxiiiOur network advantage helps our customers growCN covers nearly

107、 20,000 miles of track in two countries,five time zones,eight provinces and 16 states,with access to energy and natural resources like propane,forest and agricultural products,minerals and metals.Our threecoast network connects to seven major ports in Canada and the U.S.to help facilitate seamless g

108、lobal trade.We also provide service through 21 inland intermodal terminals,and our Chicago bypass loop saves up to 48 hours of transit time by avoiding that citys densest area.We move and manage a balanced,diversified portfolio of goods,helping us better weather market fluctuations and disruptions.O

109、ur suite of supply chain services including rail,intermodal,trucking,marine services,bulk handling,transloading and customs brokerage also gives customers more options to grow their business and efficiently transport natural resources,manufactured products and finished goods.For example,our transloa

110、d operations play a vital role in connecting customers to their markets by facilitating the handling of tens of thousands of carloads each year on the CN network.Leveraging our network to create unique,customercentric opportunitiesWe work closely with our customers to understand their business cycle

111、s and market dynamics.This helps us plan our capacity and services to unlock opportunities and grow with them.We have developed specific initiatives that leverage our unique network to support customers business plans.These projects in Canada and the U.S.are already delivering results for our custom

112、ers and our business,and we have more customer initiatives in the pipeline.In Canada,we opened the soldout first phase of our new fuel distribution centre in the Greater Toronto Area at CNs MacMillan Yard,which offers a safe,efficient cycle of railtotank unloading,and tanktotruck loading.In partners

113、hip with commercial operator Norcan and international fuel distributor and retailer Parkland,the facility is already meeting crucial demand for refined petroleum products in Southern Ontario,Canadas largest and growing fuel market.The terminals second phase is already under construction and will dou

114、ble capacity,adding six more tracks and five more tanks to accommodate highthroughput,interconnected unit trains.With the second phase targeted to open in Q4 2025,were well positioned to sustainably meet future demand.In Northeast British Columbia,increased natural gas drilling is driving growth in

115、shipments of frac sand from Wisconsin,as well as shipments of natural gas liquids(NGLs)to Prince Rupert for export.Our capacity investments are enabling more volumes in and out of the region and attracting new frac sand terminals,which are expected to grow the market even more.Our most recent unit t

116、rain facility opened in Chetwynd,BC,in late 2024 with additional facilities scheduled to open in 2025.On both sides of the border,we are building our renewable fuels story with the rampup of oilseed crushing capacity,including inbound grain and outbound processed products.By serving and connecting t

117、hese customers with key destination markets,CN helps support industries that rely on timely shipments of canola and soybean meals and oils.We also upgraded a rail bridge on the Osage line to support the movement of ethanol from Iowa to eastern North American markets.Prince Rupert,BCxivcn 2024 annual

118、 reportMeeting the needs of our customersIn 2024,CN continued to move grain safely and efficiently on behalf of farmers,grain companies and supply chain partners.While grain production volumes vary in any given year,the longterm trendline for grain production is increasing.We delivered record Canadi

119、an grain shipments in the last crop year.CNs ongoing network investments and collaboration with supply chain partners help ensure the capacity and fluidity required to efficiently transport future crops for our grain customers.In Canada,this also includes working with the government to address chall

120、enges that pose risks to successfully moving grain,including labor regulations,port operations and necessary infrastructure investments.In the U.S.,our acquisition of Iowa Northern Railway(IANR)and its 175 route miles is one example of how were extending our reach to better serve our customers and e

121、nable incremental growth.The combined CNIANR will offer a singleline service to better connect Midwest agricultural and industrial markets including grain,fertilizer and renewable fuels to the rest of our North American network.Customers and local businesses along the IANR network will benefit from

122、new options to respond to the needs of their existing markets and accelerate growth in new markets.Railready sites efficiently support where customers need to growCompanies seeking to grow their business and ship by rail can turn to CN for readymade solutions.CNsCertified Rail Ready Site program mak

123、es it easier and faster for customers to find a location to expand or build a new facility in strategic markets in Canada and theU.S.Each site is situated along our network,guaranteed to be rail accessible by CN,andthirdparty certified to be ready for industrial development,thus helping customers re

124、duce costs,time and risks.“Theprogram gets customers set up on rail faster so they can start shipping sooner.Ithelps customers win and grow in their markets,andit helps us highlight our great network,attract more carloads,influence where development goes,andbuild community support.”Karen Jensen,CN S

125、enior Manager,Business DevelopmentAmong customers benefiting from the program is Pivotal Energy Partners,which sought to build a liquid petroleum gas processing facility in Western Canada and needed access to a rail line,natural gas pipeline,provincial highway,potable water and power connections,and

126、workers.A114acre CN Certified Rail Ready Site in Edson,AB,adjacent to our EdsonYard,checked off all the boxes.Thefractionation facility,which was commissioned in April2024,isa winwinwin for Pivotal,the community and CN.“Asa CN Certified Rail Ready Site,this location enabled us to accelerate developm

127、ent while maintaining the flexibility to access diverse markets for our customers.Weare excited about the longterm opportunities this facility creates,not only for Pivotal Energy Partners but also for the growth of the Town of Edson and our valued partnership with CN.”Brent Kostler,Vice President Fa

128、cilities,Logistics&Operations,Pivotal Energy PartnersLearn about the program and available sites:.ca/businessdevelopmentCN and Pivotal Energy Partners team members at the new Edson,AB,terminal openingTheacquisition of Iowa Northern Railway(IANR)is oneexample of how were extending our network reach t

129、o better serve our customers and enable incremental 2024 annual reportxvSupply chain collaboration gives customers more international and domestic optionsCN is collaborating with supply chain partners to help customers efficiently access new or additional markets.Our international growth is all abou

130、t connecting with key ports and markets.For example,Prince Rupert in Northwest British Columbia is a major gateway for CN and Canada,moving everything from metallurgical coal and grain to petroleum and chemicals.Were partnering to expand our services at the port and strengthen our supply chains.New

131、projects at Prince Rupert will make the port even more attractive by providing additional export opportunities for our overseas customers.The Ridley Island Energy Export Facility(REEF)is expected to boost NGL exports,while the IntermodeX logistics centre will help attract more container business and

132、 the CANXPORT transloading facility will further support intermodal growth as well as unlock export plastic growth.Our longterm transportation agreement with AltaGas also leverages our exclusive access to Prince Rupert and supports the companys NGL exports,as well as resource development across West

133、ern Canada.CN offers customers options with interline intermodal partnerships.CNs joint line intermodal service with Norfolk Southern(NS)links to growing Southeastern U.S.markets,including Kansas City and Atlanta.This efficient solution works through interchanges in Detroit and Chicago to convert lo

134、nghaul truck traffic to/from Kansas City and Atlanta to rail.For MexicoU.S.Canada route options,Falcon Premium continues to deliver fast and reliable intermodal service by combining the advantages of our partners,Union Pacific(UP)and Ferromex(FXE),to provide a trucklike service.In addition,CN has ap

135、proximately 142 different connections to shortlines across the U.S.and Canada.This extends CNs reach by an additional 13,000 rail miles,allowing us to penetrate markets that would otherwise be inaccessible.Customers can also look to CN for other domestic intermodal and integrated services via TransX

136、 and CNTL.TransX allows us to deliver additional value and flexible options to customers from the first mile to the last mile,including lessthantruckload services.CNTL pairs the efficiency of rail with the added convenience of integrated first and lastmile truck connectivity.Committed to delivering

137、exceptional customer service and supportTo strengthen customer relationships,we aim to make it easier to do business with us.In addition to reliable and costeffective service,customers increasingly ask for more realtime access to information and enhanced communication,and for their experience to be

138、quick and intuitive.We seek to improve our customer centricity by providing greater access to information and enhanced selfservice tools that deliver on their expectations and help them make datadriven business decisions.We continuously work to optimize the CN One eBusiness platform and its related

139、mobile application,where customers can get consolidated,realtime information about their carload and intermodal shipments,among other data.We recently implemented a solution that centralizes customer inquiries and automates processes to expedite resolution by the appropriate CN Customer Service/Expe

140、rience team.For added supply chain visibility,CN is also expanding the data available,through Application Programming Interfaces(APIs),to give customers the flexibility and convenience of automatically and securely pulling the specific track,trace,payment and sustainabilityrelated information they n

141、eed,directly into their systems.Other technology investments have transformed our intermodal terminal operations and related logistics ecosystems to better serve key stakeholders and improve operational capacity.CNs Smart Terminal program now implemented in six terminals improves inventory accuracy,

142、enhances realtime visibility of resources,and streamlines loading and unloading operations to ensure safer,more efficient operations.It leverages advanced data analytics to drive business improvements to meet customer needs.Harbour Link Terminal Delta,BCxvicn 2024 annual reportNOTABLE RECOGNITION FR

143、OM OUR CUSTOMERSOur railroaders strive for excellence every day.They aim to go above and beyond to deliver safe,reliable and efficient service for our customers,while helping them reach and grow their markets.We are honoured when our customers recognize the work and results of our dedicated teams.CN

144、 received the following awards in 2024 in recognition of the previous years performance.UPS2023 perfect peak season awardCN received this UPS award for maintaining zero controllable and zero noncontrollable service failures during the companys peak shipping season(U.S.Thanksgiving through Christmas)

145、.Our Intermodal Domestic Sales and Marketing team,Customer Service team and the U.S.Operations team,led by Brian Sewell,CN Senior Manager,Intermodal Operations,delivered strong service excellence.PICTURED FROM LEFT TO RIGHT:Antonio Bianco,CN;Brian Baumann,CN;Bonnie Michael,UPS;and Russ Perdue,CN.Lyo

146、ndellBasell2023 goalzero awardCN received this LyondellBasell award for excellence in transportation safety.Justus Watson,CN Account Manager,Petroleum and Chemicals(pictured),along with others on the Sales and Marketing,Safety and Operations teams demonstrated our daily commitment to 2024 annual rep

147、ortxviiThe Hershey Company2023 hershey carrier awardTransX,a CN transportation service provider,won this award from The Hershey Company.The TransX team and Andrew Fuller,CN Director,Marketing Integration,TransX,were recognized for their safe,dependable service.PICTURED FROM LEFT TO RIGHT:Andrew Full

148、er,CN;Aaron Robins,Hershey;Pankaj Shah,TransX;Jason Abell,Hershey;Cathy Verghetti,TransX;Rick Drinkwater,TransX;and Chris Whyte,TransX.Walmart Canadastrategic partner of the yearCNs Domestic Intermodal Commercial team won Walmart Canadas Strategic Partner of the Year for imports.Our teams enabled CN

149、 to deliver greater value to Walmart and its customers.PICTURED FROM LEFT TO RIGHT:Addison Abrey,Walmart;Kallie Jackson,CN;Kelly TurnerSmith,Walmart;Carla Tremblay,CN;Russ Perdue,CN;Antonio Bianco,CN;and Maureen Bortnick,Walmart.Lactalis Canadaintermodal carrier of the year 2024CNs Domestic Intermod

150、al team was recognized with this award by Lactalis Canada.As committed partners in delivering quality dairy products,CN strives to build a strong,reliable supply chain that supports families nationwide.PICTURED FROM LEFT TO RIGHT:Eric Seguin,Lactalis Canada;Russ Perdue,CN;Antonio Bianco,CN;Jason Tay

151、lor,Lactalis Canada;Premvir Grewal,Lactalis Canada;and Kary Perez,Lactalis Canada.xviiicn 2024 annual reportSELECTED 2024 SUSTAINABILITY RECOGNITIONIan Prance,Manager,Mechanical Performance Centre,with a recently modernized locomotive,Kirk Yard,Gary,IN.Delivering Responsibly for our employees,custom

152、ers and communitiesCN is focused on building a sustainable future by Delivering Responsibly:moving our customers goods safely,efficiently and in a manner that seeks to minimize our impact on the environment;attracting,developing and retaining top talent;helping to make our communities safer and stro

153、nger;and adhering to the highest governance standards.As part of this,CN continues to contribute to the transition to a lower carbon economy,while aiming to provide cleaner,more sustainable transportation services to our customers.Using rail to ship heavy freight over long distances is already a sol

154、ution in the fight against climate change,as it can reduce greenhouse gas(GHG)emissions by up to 75%when compared to trucks.To further reduce GHG emissions,CN aims to achieve greater fuel efficiency and strategically increase our usage of sustainable renewable fuels.We invest in equipping our locomo

155、tives with technologies to improve train performance and overall fuel efficiency.With our ongoing fleet renewal,CN is modernizing existing locomotives with the latest technology to increase reliability,enhance fuel efficiency and extend their life.CN is also working with the industry on testing and

156、exploring the greater use of sustainable renewable fuel blends,beyond regulated amounts,in our locomotives.With Progress Rail and Chevron Renewable Energy Group,we completed a pilot to test highlevel blends for both biodiesel and renewable diesel.Another pilot,in partnership with Union Pacific,teste

157、d highlevel blends on two classes of locomotives.Based on the results of these tests,CN has been able to increase the use of renewable fuels in its locomotives,which is a key strategic enabler for meeting our 2030 GHG emission reduction target.Earned a spot for the 16th time in a row as oneof the Be

158、st50 Corporate Citizens in Canada by Corporate Knights.Earned a notable score for our dedication to corporate transparency and performance on tackling climate change.Recognized as oneof the top sustainability performers in the transportation industry by the 2025S&PGlobal Yearbook.Listed on the DowJo

159、nes BestinClass World Index for 13thconsecutive year and on the DowJones BestinClass NorthAmerican Index for 16thstraight 2024 annual reportxixOur25,000railroaders get up every morning with a single purpose:topower the economy.They are the engine that drives our success.They support and look out for

160、 each other,andthey seek to deliver outstanding service to our customers in everything they do.PICTURED:Crystal Monteiro,Lead Hand Operations,Calgary Logistics Park,AB,and our team of railroaders strive for excellence every day.GROW OUR PEOPLExxcn 2024 annual reportBenefits to attract,retain and mot

161、ivate talentCNs total rewards program,which includes retirement savings,compensation and group benefits,aims to address the physical,mental,financial and professional wellbeing of our employees.CN reviews and adjusts its total rewards program regularly to stay competitive in the market and to suppor

162、t its goal of being a desirable place to work.Recent enhancements to the program in Canada and the U.S.,such as investment tools,streamlined service providers and innovative wellness resources,provide employees with improved benefits access and greater flexibility.Fair and transparent compensationBy

163、 prioritizing fair compensation practices,we foster an environment of respect and inclusion,where everyone can thrive and be recognized for their contributions toward our Companys success.Pay equity reporting is one way we monitor our compensation to ensure what we offer is fair and competitive for

164、all employees.In 2024,our initial Pay Equity Plan for Canada,developed through the collaborative efforts of a joint employeremployee committee,demonstrated that there are no compensation disparities at CN between predominantly female and predominantly male jobs of equal value,considering required sk

165、ills,efforts and responsibilities.The plan marks a significant milestone in CNs ongoing commitment to equal pay for work of equal value.We will continue to monitor pay equity at CN through an annual maintenance process and update our pay equity plan every five years to ensure compliance with Canadia

166、n laws.In the U.S.,as of January 1,2025,CN includes pay and benefit information in job postings for both unionrepresented and management positions.While this disclosure complies with amendments to the state of Illinois Equal Pay Act,we extended the practice to job postings across the U.S.with plans

167、to expand to Canada in 2026.This total compensation transparency supports current and future employees in making informed decisions about job opportunities at CN.Continuous learning experiences and resourcesWe want our people to build fulfilling careers at CN.To support our employees in doing this,w

168、e aim to provide the best learning opportunities and resources for developing their skills.Some training programs address specific capabilities and roles,including CNs frontline supervisors(FLS)who lead our largest group of employees,most of whom are unionrepresented team members.FLS oversee our dai

169、ly operations,whether in a terminal,territory,shop or department,and their success is our success.CNs workplace culture is shaped by their example to lead with care,collaboration and safety.Given the business scope and impact of this role,a new FLS Leadership Program was designed to support these ma

170、nagers and create an environment where their teams can address business demands today and in the future.The FLS Leadership Program launched in late 2024 as a pilot,bringing together best practices in safety,technical and people leadership through a combination of formal classroom training and handso

171、n experiential learning.Pilot participants helped refine the program before rolling it out to FLS in 2025.CN is also enhancing our continuous learning culture to help employees expand their skills to address emerging trends,technologies and business opportunities,as well as to comply with local legi

172、slation.We offer comprehensive inperson and online training sessions for management employees as well as ongoing training and ondemand“howto”operations videos for unionrepresented employees to advance their safety and onthejob skills.Nathan Thomas,Training Manager(left),helps Mieka Kamphuis,Communic

173、ations Business Partner,experience new virtual reality training technology at CN Headquarters,Montreal,QC.cn 2024 annual reportxxiTraining campuses support safety for our employees and communityCNs two training campuses in Winnipeg,MB,and Homewood,IL,reinforce our safety culture and industry best pr

174、actices for new hires and experienced railroaders.At these campuses in 2024,CN delivered classroom and handson training in indoor and outdoor labs to approximately 7,500 employees for all key railway jobs.Simulators,virtual and augmented reality technology,and a range of railway equipment let employ

175、ees and trainees experience reallife situations and scenarios in controlled environments.For example,CN was the first Class I railroad to develop an indoor“slack”simulator,which earned a 2024 Railway Association of Canada(RAC)Safety Award.It allows employees to experience the uneasy“slack”sensation

176、in a safe environment prior to being introduced to these conditions in the field while riding railcars.The slack simulator reinforces the crucial safety rule of always maintaining three points of contact such as both feet and a firm hand grip.Another simulator focuses attention on railway surface co

177、nditions to teach employees how to walk safely to avoid slips,trips and falls one of the most common and preventable workplace injuries.Since the implementation of the walking simulators,Enablon Go nearmiss and hazard reporting application and other safety initiatives,there has been a 30%reduction i

178、n these types of incidents.Given the safety impact and effectiveness of the walking simulator,CN is investing in mobile versions of these simulators to bring the training to even more employees.The training campuses also provide safety programs for customers,regulators and community first responders

179、.A mock derailment site with a locomotive,rolling stock and multiple tank cars as well as simulated gas and fuel leaks supports CNs community safety and emergency preparedness training.A new incident response program,using the mock derailment equipment,also was developed in 2024 for CN managers.Fort

180、he 15thconsecutive year,CNearned the TRANSCAER National Achievement Award for training nearly 5,000first responders a year.CN has been recertified as a Responsible Care Partner for the 28thconsecutive year,reinforcing our dedication to health,safety,security and environmental stewardship.More than a

181、 safety drill:Emergency preparedness and collaborationWith a commitment to environmental stewardship and safety,CNpartners with local communities and firstresponders along its network to proactively plan and prepare for emergencies.InAugust2024,CNled a largescale emergency response drill near the Bu

182、lkley River in Smithers,BC.Thetwoday exercise simulated a train derailment involving 24tank cars,testing the coordination among more than 60CN employees and key stakeholders,including local Indigenous communities,TransportCanada,the Government of BritishColumbia,local municipalities and emergency re

183、sponse partners.“Themain goal was to ensure we are prepared in the event of an incident and that everyone understands their role in the emergency response.Wealso aimed to build relationships with Indigenous communities and stakeholders in a practice environment,rather than during an actual emergency

184、.”Stella Karnis,CN Senior Director,EnvironmentTheBulkley River,called“Wetsinkwha”(blue and green river)by the Wetsuwetenpeople,holds cultural and environmental significance.“Theriver is incredibly important to our culture.Itis our way of feeding our people.Being part of this exercise will help me tr

185、ain and teach others on my team.Building relationships is essential for advancing emergency services in our community.”Randi Lee Morgan,Emergency Services Coordinator and Assistant Chief,Gitwangak Fire Department“Itsbeneficial that CN is conducting this exercise to understand who everyone is and how

186、 we can fit together.Wecant do it alone;we need different levels of expertise.”Rodney Harris of the Gitxsan Watershed AuthoritiesWatch a video and learn more:.ca/bulkleyriverCommunity and emergency response partners in Smithers,BCxxiicn 2024 annual reportBuilding a culture of empowerment and excelle

187、nceCultivating a strong workplace culture is an ongoing priority,ensuring that every team member is empowered to contribute to our Companys success.Our culture is essential to fostering innovation,driving effective decisionmaking,and enhancing our ability to serve our customers,communities and the N

188、orth American economy.As part of this journey,we recently updated our corporate values that serve as the foundation for how we conduct ourselves as railroaders.These values shape our culture,guide our decisions,and strengthen our interactions with colleagues and customers,as well as other stakeholde

189、rs.At the heart of our values is safety,which remains the cornerstone of everything we do.Our other values are:We care about each other;we strive for excellence;we succeed together;and we lead responsibly.More than just words,our values come to life through meaningful discussions led by our managers

190、,ensuring they are embraced and integrated into daily work.We also believe in the power of employee engagement and continuous feedback.Through our twiceyearly allemployee surveys,we actively listen to our workforce,gathering insights that shape actions to enhance our workplace and drive engagement a

191、cross our network.CN encourages employees to donate and matches certain donations made through the CN Employees and Pensioners Community Fund.Forthe funds 2025campaign,employees and pensioners came together to surpass the funds goal,raising$2.13million to benefit local communities and those in need.

192、Employee Resource Groups support a respectful,welcoming workplaceWe welcome all perspectives,backgrounds and experiences,which help us better understand and respond to the needs of our various stakeholders.We also want our employees to feel connected and respected.CNs Employee Resource Groups(ERGs)c

193、ontinue to bring together employees who share a common identity,experiences and/or interests,as well as those who want to learn more.CNs ERGs provide open forums and networking events for all CN employees to meet,advise on opportunities,and reach out to communities.Throughout last year,the ERGs also

194、 hosted several events to engage colleagues and foster relationship building.Giving back to our communitiesGiving back is our way of doing business and helping communities along our North American network remain great places to live,work and play.In 2024,CN contributed approximately$20 million to lo

195、cal nonprofit organizations that support people,safety and the environment.About 300 CN employees and their families across Canada supported the annual Terry Fox Run to raise funds for cancer research.Montreal,QCcn 2024 annual reportxxiiiNOTABLE RECOGNITION FOR OUR PEOPLEIndigenous Reconciliation Ac

196、tion Plan:A milestone in CNs journeyCN reaffirmed its commitment to building sustainable,respectful and longterm partnerships with Indigenous Peoples by introducing its firstIndigenous Reconciliation Action Plan(IRAP).This landmark document is the result of CNs earnest efforts to recognize,acknowled

197、ge and address the impacts of its railway operations on Indigenous communities,andis intended to further its ongoing commitment to reconciliation and collaboration.CNs IRAP outlines actionable steps,measurable goals and a clear vision for ongoing engagement and partnership with Indigenous communitie

198、s over the next threeyears,with a current focus on Canada.Itsstructured around fivepillars,which were developed and informed by comments and insight received from Indigenous communities.Crossfunctional groups of CN employees led by its IndigenousRelations team convened biweekly for several months to

199、 explore opportunities and actions to advance reconciliation for each pillar.Open conversations and valuable feedback from Indigenous communities we collaborate with across our network helped refine the plan.Within the fivepillars,there are 16commitments,ranging from enhancing existing Cultural Awar

200、eness Training for CN employees and supporting the attraction and hiring of Indigenous talent,toidentifying potentially returnable lands to FirstNation communities,furthering safety training for Indigenous first responders and community partners,anddeveloping a community investment strategy to suppo

201、rt Indigenous organizations and causes.“This IRAP represents a significant milestone for CN as it is our first endeavour of this kind.Weacknowledge that there is much for us to learn and understand,andwe are committed to continuously evolving and improving our approach.Mlanie Allaire,CN Head of Indi

202、genous RelationsRead the IRAP actions and commitments:.ca/indigenousrelationstop 100 most powerful women skilled trade categoryMadison Devries,Transportation Managerwomen in railAndrea Niethold,Head of U.S.Public and Government Affairsfast trackers 25 under 40Sarah Hagel,Senior Manager,Service Desig

203、n(Honouree)Corey Caville,Director of Marketing,Petroleum and Chemicals(Honourable mention)rising starsGarrett King,Senior Manager,Track Standardsyoung leaders in railJohn Butler,Senior Manager,Financial Planningrailroad environmental professional awardReid Bodley,Senior Manager,Environmental Perform

204、ancecareer achievement awardSeble Afework,Senior Manager,EnvironmentCoteauduLac,QCxxivcn 2024 annual reportBOARD OF DIRECTORSShauneen BruderCorporate Director and Chair of the BoardCanadian National Railway CompanyRetired Executive VicePresident,OperationsRoyal Bank of Canadacommittees:1,2,3,4Tracy

205、RobinsonPresident and Chief Executive OfficerCanadian National Railway CompanyJoann dePass OlsovskyCorporate Director and Retired Executive VicePresident and Chief Information OfficerS,Imittees:3*,4David FreemanCorporate Director and Retired Executive VicePresident,OperationsBNSF Railwaycommittees:1

206、,4Denise GrayCorporate Director and Retired Director,External Affairs&Government Relations,North AmericaLG Energy Solution Michigan Inc.,U.S.committees:2*,4Justin M.HowellCorporate Director and Retired Senior Investment ManagerCascade Asset Management Cmittees:2,3Susan C.JonesCorporate Director and

207、Retired Executive VicePresident and Chief Executive OfficerPotash Business Unit,Nutrien Lmittees:1,4*Robert KnightCorporate Director and Retired Chief Financial OfficerUnion Pacific Corporationcommittees:1,3Michel LetellierPresident and Chief Executive OfficerInnergex Renewable Energy,Imittees:1,2Ma

208、rgaret A.McKenzieCorporate Director and Former Chief Financial OfficerRange Royalty Management Lmittees:1*,2Al MonacoCorporate Director and Retired President and Chief Executive OfficerEnbridge Imittees:3,4As at March 10,2025committees:1 Audit,Finance and Risk2 Governance and Sustainability3 Human R

209、esources and Compensation4 Safety and Environment*Denotes chair of the committeecn 2024 annual reportxxvGOVERNANCECN 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 achiev

210、e.Therefore,we work diligently to 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 rul

211、es adopted by the Canadian Securities 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 governanc

212、e requirements.Except as summarized 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 publis

213、hes and enforces its Corporate Governance 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 has enhanced its stakehold

214、er and rightsholder engagement approach,with an aim to further build trust,credibility,respect and reciprocity,while protecting our social license to operate.This includes our ongoing dialogue and engagement with Indigenous communities across our network.In late 2024,CN introduced its first Indigeno

215、us Reconciliation Action Plan(IRAP),which reaffirms our genuine commitment to reconciliation and building a future where our Company and Indigenous communities can thrive together.The IRAP builds on other CN efforts in the past year,notably establishing a dedicated Indigenous Relations team,publishi

216、ng a formal acknowledgement of the historical role railways played in colonial policies,and adopting its first Indigenous Relations Policy.Read more:.ca/indigenousrelations.Our approach to sustainability is aligned with international standards,including the Global Reporting Initiative,the Sustainabi

217、lity Accounting Standards Board,and the Task Force on Climaterelated Financial Disclosures.These expectations are integrated into our five sustainability pillars:Safety,Environment,People,Communities,and Governance.For more information on CNs sustainability disclosures,visit:.ca/deliveringresponsibl

218、y.Montreal,QCEarned a 1stplace ranking among 215companies listed on the S&P/TSX Composite Index in2024 with a score of99 out of100,based on a rigorous set of governance criteria.xxvicn 2024 annual reportTracy RobinsonPresident and Chief Executive OfficerGhislain HouleExecutive VicePresident and Chie

219、f Financial OfficerRemi G.LalondeExecutive VicePresident and Chief Commercial OfficerDominique MalenfantExecutive VicePresident and Chief Information and Technology OfficerDerek TaylorExecutive VicePresident and Chief Field Operating OfficerPatrick WhiteheadExecutive VicePresident and Chief Network

220、Operating OfficerOlivier ChoucSenior VicePresident and Chief Legal OfficerJanet DrysdaleSenior VicePresident and Chief Stakeholder Relations OfficerJose GirardSenior VicePresident and Chief Human Resources OfficerPatrick LortieSenior VicePresident and Chief Strategy OfficerEXECUTIVE OFFICERSAs at Ma

221、rch 10,2025cn 2024 annual reportxxviiSHAREHOLDER AND INVESTOR INFORMATIONAnnual meetingThe annual meeting of shareholders will be held online via webcast at 10:00 a.m.(EDT)on May 2,2025.Please refer to .ca for meeting details.Annual information formThe annual information form may be obtained by writ

222、ing 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,OntarioCalgary,AlbertaVancouver,B

223、ritish ColumbiaTelephone:Cotransfer agent and coregistrarComputershare Trust Company,N.A.Att:Shareholder ServicesOvernight Mail Delivery:680 South 4th Street,Louisville,KY,United States 40202Regular Mail Delivery:P.O.Box 505000,Louisville,KY,United States 402335000Telephone:18009624284Shareholder se

224、rvicesShareholders 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 Services100 University Avenue,8th Floo

225、rToronto,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 relationsStacy AldersonAssistant VicePresident,Investor RelationsTelephone:5143990052Head officeCanad

226、ian National Railway Company935 de La Gauchetire Street WestMontreal,QC,CanadaH3B 2M9P.O.Box 8100Montreal,QC,CanadaH3C 3N4 xxviiicn 2024 annual report 2024 2023 2022 Financial measuresKey financial performance indicators(1)Total revenues($millions)17,046 16,828 17,107 Freight revenues($millions)16,3

227、95 16,236 16,569 Operating income($millions)6,247 6,597 6,840 Adjusted operating income($millions)(2)(3)6,325 6,597 6,862 Net income($millions)4,448 5,625 5,118 Adjusted net income($millions)(2)(3)4,506 4,800 5,134 Diluted earnings per share($)7.01 8.53 7.44 Adjusted diluted earnings per share($)(2)

228、(3)7.10 7.28 7.46 Free cash flow($millions)(2)(4)3,092 3,887 4,259 Gross property additions($millions)3,549 3,217 2,757 Share repurchases($millions)2,651 4,551 4,709 Dividends per share($)3.38 3.16 2.93 Financial ratiosOperating ratio(%)(5)63.4 60.8 60.0 Adjusted operating ratio(%)(2)(3)62.9 60.8 59

229、.9 Adjusted debt-to-adjusted EBITDA(times)(2)(4)2.60 2.25 1.86 Return on invested capital(ROIC)(%)(2)(6)12.9 16.8 15.8 Adjusted ROIC(%)(2)(6)13.1 14.5 15.9 Operational measures(7)Statistical operating dataGross ton miles(GTMs)(millions)457,694 452,043 463,710 Revenue ton miles(RTMs)(millions)235,538

230、 232,614 235,788 Carloads(thousands)5,390 5,436 5,697 Route miles(includes Canada and the U.S.,end of year)18,800 18,800 18,600 Employees(end of year)24,671 24,987 23,971 Employees(average for the year)25,304 24,920 23,396 Key operating measuresFreight revenue per RTM(cents)6.96 6.98 7.03 Freight re

231、venue per carload($)3,042 2,987 2,908 GTMs per average number of employees(thousands)18,088 18,140 19,820 Operating expenses per GTM(cents)2.36 2.26 2.21 Labor and fringe benefits expense per GTM(cents)0.75 0.70 0.63 Diesel fuel consumed(US gallons in millions)401.1 395.2 402.2 Average fuel price($/

232、US gallon)4.41 4.62 5.42 Fuel efficiency(US gallons of locomotive fuel consumed per 1,000 GTMs)0.876 0.874 0.867 Train weight(tons)9,087 9,186 9,324 Train length(feet)7,831 7,891 8,160 Car velocity(car miles per day)209 213 196 Through dwell(entire railroad,hours)7.0 7.0 7.6 Through network train sp

233、eed(miles per hour)18.9 19.8 18.9 Locomotive utilization(trailing GTMs per total horsepower)186 191 197 Safety indicators(8)Injury frequency rate(per 200,000 person hours)1.06 0.98 1.10 Accident rate(per million train miles)1.66 1.80 2.10(1)Amounts expressed in Canadian dollars and prepared in accor

234、dance 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 of this MD&A entit

235、led Non-GAAP measures Adjusted performance measures for an explanation of these non-GAAP measures.(4)See the section of this MD&A entitled Liquidity and capital resources Free cash flow and Adjusted debt-to-adjusted EBITDA multiple for an explanation of these non-GAAP measures.(5)Operating ratio is

236、defined as operating expenses as a percentage of revenues.(6)See the section of this MD&A entitled Non-GAAP measures ROIC and adjusted ROIC for an explanation of these non-GAAP measures.(7)Statistical operating data,key operating measures and safety indicators are unaudited and based on estimated da

237、ta available at such time and are subject to change as more complete information becomes available.Definitions of gross ton miles,revenue ton miles,freight revenue per RTM,fuel efficiency,train weight,train length,car velocity,through dwell and through network train speed are included within the Com

238、panys Managements Discussion and Analysis.Definitions of all other indicators are provided on CNs website,.ca/glossary.(8)Based on Federal Railroad Administration(FRA)reporting criteria.SELECTED RAILROAD STATISTICS-UNAUDITEDCN|2024 Annual Report 1ContentsForward-looking statements3Introduction42024

239、Highlights52025 Business outlook and assumptions9Strategy overview9Human capital management12Financial highlights162024 Results of operations16Non-GAAP measures18Revenues22Operating expenses28Other income and expenses302023 Results of operations31Summary of quarterly financial data382024 Fourth quar

240、ter operating results38Financial position39Liquidity and capital resources40Off balance sheet arrangements48Outstanding share data49Financial instruments49Recent accounting pronouncements51Critical accounting estimates52Business risks59Controls and procedures67 MANAGEMENTS DISCUSSION AND ANALYSIS2 C

241、N|2024 Annual ReportForward-looking statementsCertain statements included in this MD&A are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws,including statements based on managements assessment and a

242、ssumptions and publicly available information with respect to CN.By their nature,forward-looking statements involve risks,uncertainties and assumptions.CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions,although reasonable at the time th

243、ey were made,subject to greater uncertainty.Forward-looking statements may be identified by the use of terminology such as believes,expects,anticipates,assumes,outlook,plans,targets or other similar words.Forward-looking statements include,but are not limited to,those set forth in the table below,wh

244、ich also presents key assumptions used in determining the forward-looking statements.See also the section of this MD&A entitled 2025 Business outlook and assumptions.Forward-looking statementsKey assumptionsStatements relating to revenue growth opportunities,including those referring to general econ

245、omic and business conditionsNorth American and global economic growth in the long termLong-term growth opportunities being less affected by current economic conditionsNo material disruption of CNs operations or of the economys supply chains as a result of pandemics or geopolitical conflicts and tens

246、ionsStatements relating to the Companys ability to meet debt repayments and future obligations in the foreseeable future,including income tax payments,and capital spendingAdequate credit ratiosInvestment-grade credit ratingsAccess to capital marketsAdequate cash generated from operations and other s

247、ources of financingStatements relating to pension contributionsAdequate cash generated from operations and other sources of financingAdequate long-term return on investment on pension plan assetsLevel of funding as determined by actuarial valuations,particularly influenced by discount rates for fund

248、ing purposesForward-looking statements are not guarantees of future performance and involve risks,uncertainties and other factors which may cause actual results,performance or achievements of CN to be materially different from the outlook or any future results,performance or achievements implied by

249、such statements.Accordingly,readers are advised not to place undue reliance on forward-looking statements.Important risk factors that could affect the forward-looking statements include,but are not limited to,general economic and business conditions,including factors impacting global supply chains s

250、uch as pandemics and geopolitical conflicts and tensions;industry competition;inflation,currency and interest rate fluctuations;changes in fuel prices;legislative and/or regulatory developments;compliance with environmental laws and regulations;actions by regulators;increases in maintenance and oper

251、ating costs;security threats;reliance on technology and related cybersecurity risk;trade restrictions,trade barriers,or the imposition of tariffs or other changes to international trade arrangements;transportation of hazardous materials;various events which could disrupt operations,including illegal

252、 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 and other types of claims and litigation;risks and liabilities arising from d

253、erailments;timing and completion of capital programs;the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology;reputational risks;supplier concentration;pension funding requirements and volatility;and other risks detailed from time to

254、 time in reports filed by CN with securities regulators in Canada and the U.S.,including its Annual Information Form and Form 40-F.See the section entitled Business risks of this MD&A for a description of major risk factors relating to CN.CN has sustainability-related commitments and climate goals,a

255、nd continues to assess the impact on its operations of related initiatives,plans and proposals that CN and other stakeholders(including government,regulatory and other bodies)are pursuing in relation to climate change and carbon emissions.The achievement of CNs climate goals is subject to several ri

256、sks and uncertainties,including those disclosed in the section entitled Business risks:Reputation of this MD&A.The achievement of these goals is also subject to circumstances outside of the Companys control,including the availability and cost competitiveness of renewable fuels and the development an

257、d availability of new technologies,such as alternative propulsion locomotive technologies,and the cooperation of third parties such as suppliers,customers,supply chain partners and regulators.While the Company currently believes its goals are reasonably achievable,there can be no certainty that the

258、Company will achieve any or all of these goals within the stated timeframe,or that achieving any of these goals will meet all of the expectations of its stakeholders or applicable legal requirements.If the Company is unable to achieve its climate goals or satisfy the expectations of its stakeholders

259、,its brand and reputation could be materially and adversely affected.MANAGEMENTS DISCUSSION AND ANALYSISCN|2024 Annual Report 3Forward-looking statements reflect information as of the date on which they are made.CN assumes no obligation to update or revise forward-looking statements to reflect futur

260、e events,changes in circumstances,or changes in beliefs,unless required by applicable securities laws.In the event CN does update any forward-looking statement,no inference should be made that CN will make additional updates with respect to that statement,related matters,or any other forward-looking

261、 statement.Information contained on,or accessible through,our website is not incorporated by reference into this MD&A.IntroductionThis Managements Discussion and Analysis(MD&A)dated February4,2025,relates to the consolidated financial position and results of operations of Canadian National Railway C

262、ompany,together with its wholly-owned subsidiaries,collectively CN or the Company,and should be read in conjunction with the Companys 2024 Annual Consolidated Financial Statements and Notes thereto.All financial information reflected herein is expressed in Canadian dollars and prepared in accordance

263、 with United States generally accepted accounting principles(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 Commi

264、ssion(SEC),including the Companys 2024 Annual Information Form and Form 40-F,may be found online on SEDAR+at www.sedarplus.ca,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 CN

265、s Corporate Secretarys Office.Business profileCN is engaged in the rail and related transportation business and powers the economy by safely transporting more than 300 million tons of natural resources,manufactured products,and finished goods throughout North America every year for its customers.Wit

266、h its nearly 20,000-mile rail network and related transportation services,CN connects Canadas Eastern and Western coasts with the U.S.Midwest and the Gulf of Mexico,contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.CNs freight revenues are derive

267、d from seven commodity groups representing a diversified and balanced portfolio of goods transported between a wide range of origins and destinations.This product and geographic diversity better position the Company to face economic fluctuations and enhances its potential for growth opportunities.Fo

268、r the year ended December 31,2024,CNs largest commodity group,Intermodal,accounted for 22%of total revenues.From a geographic standpoint,35%of revenues relate to overseas traffic,32%to transborder traffic,17%to Canadian domestic traffic and 16%to U.S.domestic traffic.The Company is the originating c

269、arrier for over 85%,and the originating and terminating carrier for over 65%,of traffic moving along its network,which allows it both to capitalize on service advantages and build on opportunities to efficiently use assets.Business Unit Revenue Mix%of 2024 RevenuesPetroleum and chemicals 20%Metals a

270、nd minerals 12%Forest products 11%Coal 6%Grain and fertilizers 20%Intermodal 22%Automotive 5%Other revenues 4%Traffic by Geography%of 2024 RevenuesOverseas 35%Transborder 32%Canadian domestic 17%U.S.domestic 16%MANAGEMENTS DISCUSSION AND ANALYSIS4 CN|2024 Annual ReportCorporate organizationThe Compa

271、ny 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 management in evaluating financial and operational performance and allocating re

272、sources 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),whose role is to manage the day-to-day service requirements of their respe

273、ctive territories,control direct costs incurred locally,and execute the strategy and operating plan established by corporate management.See Note 23 Segmented information to the Companys 2024 Annual Consolidated Financial Statements for additional information on the Companys corporate organization,as

274、 well as selected financial information by geographic area.2024 HighlightsFinancial results-2024 compared to 2023Revenues of$17,046 million,an increase of$218 million,or 1%.Operating income of$6,247 million,a decrease of$350 million,or 5%.Operating ratio,defined as operating expenses as a percentage

275、 of revenues,of 63.4%,an increase of 2.6 points,and adjusted operating ratio of 62.9%,an increase of 2.1 points.(1)(2)Net income of$4,448 million,a decrease of$1,177 million,or 21%and adjusted net income of$4,506 million,a decrease of$294 million,or 6%.(1)(2)Diluted earnings per share(EPS)of$7.01,a

276、decrease of 18%and adjusted diluted EPS of$7.10,a decrease of 2%.(1)(2)The Company generated free cash flow of$3,092 million,a 20%decrease.(1)(3)ROIC of 12.9%,a decrease of 3.9 points and adjusted ROIC of 13.1%,a decrease of 1.4 points.(1)(4)Operating performance-2024 compared to 2023Injury frequenc

277、y rate of 1.06(per 200,000 person hours),an increase of 8%.Accident rate of 1.66(per million train miles),an improvement of 8%.Through dwell of 7.0(entire railroad,hours)was in line with prior year.Car velocity of 209(car miles per day),a decrease of 2%.Through network train speed of 18.9(mph),a dec

278、rease of 5%.Fuel efficiency of 0.876(US gallons of locomotive fuel consumed per 1,000 gross ton miles(GTMs)was in line with prior year.Train length of 7,831(feet),a decrease of 1%.Revenue ton miles(RTMs)of 235,538(millions),an increase of 1%.2024 Financial outlook During the year,the Company issued

279、and updated its 2024 financial outlook.Adjusted diluted EPS decreased by 2%versus 2023 compared to the Companys last 2024 outlook of low single-digit adjusted diluted EPS growth,which was updated on September 10,2024.(1)(2)The variance was mainly due to the ongoing impact of diversions to other port

280、s due to rail and port labor-related disruptions and earlier winter operating conditions in the Western region in the fourth quarter of 2024 when compared to 2023.(1)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore,may not be comparable to similar measure

281、s presented by other companies.(2)See the section of this MD&A entitled Non-GAAP measures Adjusted performance measures for an explanation of these non-GAAP measures.(3)See the section of this MD&A entitled Liquidity and capital resources Free cash flow for an explanation of this non-GAAP measure.(4

282、)See the section of this MD&A entitled Non-GAAP measures ROIC and adjusted ROIC for an explanation of these non-GAAP measures.MANAGEMENTS DISCUSSION AND ANALYSISCN|2024 Annual Report 5Business acquisitions and combinations Iowa Northern Railway CompanyOn December 6,2023,the Company acquired the shar

283、es of the Iowa Northern Railway Company(IANR),a Class III short-line railroad that owns and leases approximately 175 route miles in northeast Iowa that are connected to CNs U.S.rail network.CN paid US$230 million($312 million),including transaction costs to date.IANR serves upper Midwest agricultura

284、l and industrial markets covering many goods,including biofuels and grain.This transaction represents a meaningful opportunity to support the growth of local business by creating single-line service to North American destinations,while preserving access to existing carrier options.The shares of IANR

285、 were deposited into an independent voting trust while the U.S Surface Transportation Board(STB)considered the Companys application to acquire control of IANR.During the trust period,IANR continues to be operated under its current management and the Company cannot exercise day-to-day control.As a re

286、sult,the Company recorded its investment in IANR at its acquisition cost under the equity method of accounting.On January 14,2025,the STB issued a final decision approving CNs application to acquire control of IANR,subject to certain conditions,with an effective date of 30 days thereafter.CN will as

287、sume control of IANR during the first quarter of 2025 and will account for the acquisition of control as a business combination under the acquisition method of accounting.On the acquisition date of December6,2023,immediately prior to the acquisition of the investment accounted for under the equity m

288、ethod of accounting,there was a basis difference of$236 million between the consideration paid to acquire IANR and the underlying carrying value of the net assets of IANR.The basis difference related to depreciable properties is being amortized over the related assets remaining useful lives.The rema

289、inder of the basis difference,relating to land,and equity method goodwill,will not be amortized and will be carried at cost subject to an assessment for impairment.The fair value of IANRs underlying net assets is now final and the resulting differences compared to what was estimated were insignifica

290、nt.Cape Breton&Central Nova Scotia RailwayOn November 1,2023,the Company acquired from Genesee&Wyoming Inc.a stake in the Cape Breton&Central Nova Scotia Railway(CBNS),a Class III short-line railroad that owns approximately 150 route miles.CN paid$78 million in cash,net of cash acquired and includin

291、g working capital adjustments.The acquisition was accounted for as a business combination.As a result,the Companys Consolidated Balance Sheets included the net assets of CBNS as of November 1,2023,which were comprised of$101 million in fair value of properties mostly track and roadway assets,partly

292、offset by$18 million in deferred tax liabilities.The remaining net assets were comprised of current assets and liabilities which were individually insignificant and there were no identifiable intangible assets.No goodwill was recognized.The Companys purchase price allocation is now final and the res

293、ulting differences compared to what was estimated were insignificant.Assets held for saleOn May8,2024,CN entered into an agreement to transfer the ownership and related risks and obligations of a road,rail,and pedestrian bridge known as the Quebec Bridge located in Quebec,Canada,to the Government of

294、 Canada for a nominal amount.At that time,CN met the criteria for classification of the related track and roadway assets as assets held for sale and accordingly recorded a loss of$78 million($58 million after-tax)to adjust the carrying value to the nominal selling price.On November12,2024,the transa

295、ction was completed and the resulting difference between the carrying value and what was estimated was insignificant.CN also recognized an operating lease right-of-use asset and a related liability of$124 million for the retained requisite rights to occupy and operate the portion of the bridge where

296、 the rail infrastructure is located and will pay an annual occupancy fee over a term that also includes a noncancellable period.U.S.regulatory updatesReciprocal switchingOn April 30,2024,the STB issued a final rule for reciprocal switching for inadequate service.The STBs new rule allows customers to

297、 obtain reciprocal switching access to an alternate carrier in a terminal area if the incumbent railroads service falls below one of three objective metrics(original estimated time of arrival,transit time,and first-mile/last-mile service)and if certain other conditions are met.Any prescribed recipro

298、cal switching arrangement for a facility in the U.S.would be effective for a period between three to five years and could be renewed.On May 10,2024,the Company and two other railroads filed a petition for review of the rule with the U.S.Court of Appeals for the Seventh Circuit.On January 16,2025,the

299、 Court heard oral arguments and CN is awaiting a decision as of the date hereof.MANAGEMENTS DISCUSSION AND ANALYSIS6 CN|2024 Annual ReportCrew sizeOn April 9,2024,the Federal Railroad Administration(FRA)issued a final rule establishing minimum requirements for the size of train crews depending on th

300、e type of operation.The FRAs new rule requires railroad operations to have a minimum of two crew members,except in certain circumstances,including remote-control operations.The rule includes a process to petition the FRA for special approval to operate with fewer than two crew members.The rule becam

301、e effective on June 10,2024.The rail industry has challenged the rule as arbitrary and contrary to law in federal circuit court.No assurance can be given that these and any other current or future regulatory or legislative initiatives by the U.S.federal government and agencies will not materially ad

302、versely affect the Companys results of operations or its competitive and financial position.Environmental mattersUnder the Comprehensive Environmental Response,Compensation and Liability Act of 1980(CERCLA),the Company through one of its subsidiaries was notified by the U.S.Environmental Protection

303、Agency(EPA)on February 28,2024 that it is a potentially responsible party(PRP),along with at least five other previously notified parties,with respect to the Matthiessen&Hegeler Zinc Company Site(Site)in LaSalle,Illinois.EPA also requested that the Company respond to certain information requests,whi

304、ch the Company did on June 30,2024.The Companys designation as a PRP is based on claims that the Company,or its predecessors,had land holdings historically that were leased to others for commercial or industrial uses that may allegedly have resulted in the disposal of hazardous substances onto the S

305、ite.Based on remedial investigations and feasibility studies previously conducted,the EPA issued a Record of Decision outlining the clean-up plan for the Site and certain off-Site areas.The Company has not accrued for any obligation related to the remediation of the Site as it has not been able to c

306、onfirm to what,if any,extent it contributed to the contamination,the extent and cost of remediation and the contribution of other potentially responsible parties and their ability to pay for their obligations.For matters where a loss is reasonably possible but not probable,a range of potential losse

307、s cannot be estimated due to various factors which may include the limited availability of facts,the lack of demand for specific damages and the fact that proceedings were at an early stage.Labor workforce and negotiationsCanadian workforceOngoing negotiationsCN is involved in several ongoing negoti

308、ations concerning labor matters,including the negotiation of new collective agreements as described below.There can be no assurance that the Company will be able to reach a tentative agreement without a strike or lockout or that the resolution of these negotiations,or the outcome of any arbitration

309、or litigation,will not have a material adverse effect on the Companys results of operations or financial position.The Companys existing collective agreements remain in effect until the bargaining process outlined under the Canada Labor Code or the U.S.Railway Labor Act has been exhausted.Internation

310、al Brotherhood of Electric Workers On September 5,2024,the International Brotherhood of Electric Workers(IBEW)served notice to commence bargaining for the renewal of the collective agreement with the Company,covering approximately 750 Signals and Communications employees across Canada,which expired

311、on December 31,2024.Bargaining commenced on September 24,2024.On October 29,the IBEW filed a Notice of Dispute as part of the ongoing bargaining process.The Minister of Labor had appointed conciliation officers to assist the parties in reaching an agreement.On January 28,2025,the parties reached a f

312、our-year tentative agreement which is pending ratification.MANAGEMENTS DISCUSSION AND ANALYSISCN|2024 Annual Report 7Teamsters Canada Rail Conference On November 27,2023,CN commenced negotiations with the Teamsters Canada Rail Conference(TCRC).The TCRC represents approximately 6,000 conductors,condu

313、ctor trainees,yard coordinators and locomotive engineers across CNs network in Canada.On February 16,2024,CN filed a Notice of Dispute,causing the Minister of Labor to appoint a conciliator.On May 9,2024,the Minister of Labor requested clarity from the Canadian Industrial Relations Board(CIRB)on whe

314、ther or not any services provided by TCRC-represented employees were essential and therefore needed to be maintained during a labor disruption.On August 9,2024,the CIRB ruled that none of those services were essential within the meaning of the law.On August 18,2024,CN issued a notice to the TCRC for

315、mally advising them of its intention to lock out employees.On August 22,2024,CN proceeded with the lockout,which was revoked less than 24 hours after,following the Minister of Labors direction to the CIRB to order the parties to end the lockout,return employees to work,resolve outstanding issues in

316、binding interest arbitration and extend the collective agreements until the arbitration process is complete.On August 23,2024,the TCRC served CN with a 72-hour strike notice.On August 24,2024,the CIRB issued an order consistent with the Ministers directive,which indicated that there can be no labor

317、stoppage,including a lockout or strike,during the arbitration process.Mediation meetings are scheduled to occur over seven days in March 2025.If a mediated settlement is not reached during those seven days,arbitration will be scheduled to take place in April 2025.As per the protocol negotiated betwe

318、en the parties,the arbitrator will have sixty days to rule.The TCRC has filed applications to judicially review both the Ministerial directive and the CIRB order respectively in Federal Court and in the Federal Court of Appeal.While there can be no assurance in that regard,it is unlikely that all ou

319、tstanding litigation would be finally resolved before a binding arbitration award.Agreements ratified during the yearUnifor On December 22,2024,the new collective agreements with Unifor were ratified by CN employees.The four-year agreements cover approximately 3,300 employees across Canada working i

320、n various departments such as Mechanical,Intermodal,Facility Management,and in clerical positions until December 31,2028.Canadian National Transportation Limited On May 14,2024,the new collective agreement with Unifor was ratified by employees of Canadian National Transportation Limited(CNTL),a whol

321、ly-owned subsidiary of the Company.This four-year agreement covers approximately 750 owner-operator truck drivers in Canada under contract with CNTL until December 31,2027.United Steel Workers Union On May 1,2024,a new collective agreement with United Steel Workers Union(USW)was ratified by CN emplo

322、yees.The three-year agreement covers approximately 2,500 track and bridge employees primarily responsible for track maintenance across Canada until December 31,2026.U.S.workforceThe general approach to labor negotiations by U.S.Class I railroads is to bargain on a collective national basis with the

323、industry,which CNs subsidiaries Grand Trunk Western Railroad Company(GTW),companies owned by Illinois Central Corporation(ICC),Wisconsin Central Ltd.(WC),and Bessemer&Lake Erie Railroad Company(BLE)currently participate in for collective bargaining agreements covering all union-represented employees

324、,with the exception of two employee groups working at Pittsburgh and Conneaut Dock Company(PCD).On November 1,2024,the National Carriers Conference Committee(NCCC)served a Section 6 notice pursuant to the Railway Labor Act,which officially opened collective bargaining for the freight industry.As of

325、February4,2025,agreements have been reached and ratified with five unions,tentative agreements have been reached with two unions,and negotiations continue with the remaining five unions.There can be no strike or lockout until such time as negotiations enter mediation under the auspice of the Nationa

326、l Mediation Board(NMB),an independent federal agency that facilitates the resolution of labor disputes,the NMB releases the parties from mediation and there is a thirty-day cooling-off period.Leadership changes On October 17,2024,CN announced that Dominique Malenfant will retire as Executive Vice-Pr

327、esident and Chief Information and Technology Officer in 2025.Dominique will remain as head of Information and Technology until a replacement is found and a proper transition is completed.Shareholder returnsOn January30,2025,the Board of Directors of the Company approved a new Normal Course Issuer Bi

328、d(NCIB),which allows for the repurchase of up to 20.0 million common shares between February4,2025 and February3,2026.In addition,on that same day,the Companys Board of Directors approved an increase of 5%to the quarterly dividend to common shareholders,from$0.8450 per share in 2024 to$0.8875 per sh

329、are in 2025,effective for the first quarter.MANAGEMENTS DISCUSSION AND ANALYSIS8 CN|2024 Annual Report2025 Business outlook and assumptionsThe Company assumes North American industrial production growth of approximately 1%in 2025.For the 2024/2025 crop year,the grain crop in Canada was in line with

330、its five-year average and the U.S.grain crop was above its five-year average.The Company assumes that the 2025/2026 grain crops in Canada and the U.S.will be in line with their respective five-year averages.In 2025,the Company expects to invest approximately$3.4 billion in its capital program,net of

331、 amounts reimbursed by customers,to improve the safety,efficiency and integrity of its network.These investments are intended to also enable and support the growth of the Company and will be financed with cash generated from operations or with cash from financing activities.The forward-looking state

332、ments discussed in this section are subject to risks and uncertainties that could cause actual results or performance to differ materially from those expressed or implied in such statements and are based on certain factors and assumptions which the Company considers reasonable about events,developme

333、nts,prospects and opportunities that may not materialize or that may be offset entirely or partially by other events and developments.In addition to the assumptions and expectations discussed in this section,reference should be made to the section of this MD&A entitled Forward-looking statements for assumptions and risk factors affecting such statements.Strategy overviewCNs purpose is to power the