Obligation Canadien National Railway 5.55% ( US136375BT88 ) en USD

Canadien National Railway

100 % ⇌

Canada

US136375BT88 ( en USD )

5.55% par an ( paiement semestriel )

01/03/2019 - Obligation échue

Prospectus brochure de l'obligation Canadian National Railway Company US136375BT88 en USD 5.55%, échue

2 000 USD

550 000 000 USD

136375BT8

A ( Qualité moyenne supérieure )

NR

Canadian National Railway Company est une société ferroviaire nord-américaine qui exploite un vaste réseau ferroviaire traversant le Canada et reliant les États-Unis.

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BT88, paye un coupon de 5.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2019

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BT88, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BT88, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 m42847orsuppl.htm SUPPL
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Table of Contents
Filed pursuant to
General instruction
II.K. of Form F-9;
File No. 333-147725
PROSPECTUS SUPPLEMENT
February 18, 2009
(To Prospectus Dated December 17, 2007)
US$550,000,000

Canadian National Railway Company
5.55% Notes due 2019

Interest on the 5.55% Notes due 2019 (the "Offered Securities") is payable semi-annually on March 1 and September 1 of each year,
commencing on September 1, 2009. The Offered Securities are redeemable, in whole or in part, at the option of Canadian National Railway
Company at any time and from time to time, upon not less than 30 nor more than 60 days' notice, at the redemption price and subject to the
conditions set forth herein. See "Description of Offered Securities -- Optional Redemption".
The Offered Securities will be senior unsecured, general obligations of the Company and will rank equally with all of the Company's
existing and future senior unsecured indebtedness, but will be effectively junior to obligations of the Company's subsidiaries. See
"Description of Offered Securities -- General".

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United
States, to prepare this prospectus supplement and the accompanying prospectus in accordance with the disclosure requirements of
all the provinces and territories of Canada. Prospective investors in the United States should be aware that such requirements are
different from those of the United States.
Prospective investors should be aware that the acquisition of the Offered Securities described herein may have tax consequences
both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may
not be fully described herein.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact
that the Company is a Canadian corporation, that some or all of its officers and directors are residents of Canada, that some of the
underwriters or experts named in the registration statement are residents of Canada and that a substantial portion of the assets of
the Company and said persons may be located outside the United States.
These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission or any U.S. state
securities commission nor has the U.S. Securities and Exchange Commission or any U.S. state securities commission passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.

Per Offered

Security
Total

US
Public offering price
98.881% $ 543,845,500
US
Underwriting commission

0.650% $
3,575,000
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US
Proceeds to CN (before expenses)(1)
98.231% $ 540,270,500

(1) Plus accrued interest, if any, from February 25, 2009, if settlement occurs after that date.
The underwriters are offering the Offered Securities subject to various conditions. The underwriters expect to deliver the Offered Securities
to purchasers in book-entry form only through the facilities of The Depository Trust Company on or about February 25, 2009.
There is no established trading market through which the Offered Securities may be sold and investors may not be able to resell
the Offered Securities purchased under this prospectus supplement and the accompanying prospectus. This may affect the pricing
of the Offered Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities,
and the extent of issuer regulation.
In connection with the offering of the Offered Securities, the underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Offered Securities. Such transactions, if commenced, may be discontinued at any time. See "Underwriting".
The underwriters are affiliates of banks which are members of a syndicate of financial institutions that has made credit facilities
available to the Company and to which the Company is currently indebted. Accordingly, under applicable Canadian securities
laws, the Company may be considered a "connected issuer" of such underwriters. See "Underwriting".

Joint Book-Running Managers

Citi
J.P. Morgan

Co-Managers

Banc of America Securities
LLC

BMO Capital

Markets

BNP

PARIBAS

RBC Capital

Markets

Scotia

Capital

Wachovia

Securities
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You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized
anyone to provide you with different information. We are not, and the underwriters are not, making an
offer of these Offered Securities in any jurisdiction where the offer is not permitted. You should not
assume that the information contained in or incorporated by reference in this prospectus supplement or
the accompanying prospectus is accurate as of any date other than the respective dates on the front of
this prospectus supplement.

TABLE OF CONTENTS

Page

Prospectus Supplement
Documents Incorporated by Reference
S-3
Use of Proceeds
S-3
Capitalization
S-4
Earnings Coverages
S-4
Description of Offered Securities
S-5
S-
Credit Ratings
11
S-
Certain U.S. Federal Income Tax Considerations
11
S-
Certain Canadian Income Tax Considerations
12
S-
Underwriting
13
S-
Legal Matters
14

Prospectus

Page

Documents Incorporated by Reference
2
Available Information
2
Statement Regarding Forward Looking Information
3
The Company
3
Use of Proceeds
4
Capitalization
4
Earnings Coverages
4
Description of Securities
4
Plan of Distribution
8
Risk Factors
8
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Taxation
8
Legal Matters
8
Independent Auditors
9
Enforceability of Civil Liabilities Under the U.S. Federal Securities Laws
9
Documents Filed as Part of the Registration Statement
9
Consent of Independent Registered Public Accounting Firm
10

In this prospectus supplement, unless the context otherwise indicates, the "Company," "CN," "we," "us" and
"our" each refer to Canadian National Railway Company and its subsidiaries. All dollar amounts referred to in
this prospectus supplement are in Canadian dollars unless otherwise specifically expressed.

S-2
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Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the securities commission or other similar authority in each of the
provinces and territories of Canada, are incorporated by reference in, and form an integral part of, this
prospectus supplement and the accompanying prospectus:

(1) the Annual Information Form of the Company dated February 5, 2009 for the year ended
December 31, 2008;

(2) the audited consolidated financial statements of the Company for the years ended December 31, 2008
and 2007 and notes related thereto, together with the Report of Independent Registered Public
Accounting Firm thereon, prepared in accordance with U.S. generally accepted accounting principles
("U.S. GAAP"), dated February 5, 2009;

(3) the Company's Management's Discussion and Analysis for the year ended December 31, 2008,
dated February 5, 2009; and

(4) the Company's Management Information Circular dated March 4, 2008 prepared in connection with
the Company's annual meeting of shareholders held on April 22, 2008.
Any document of the type referred to in the preceding paragraph and all material change reports (excluding
confidential material change reports) filed by the Company with securities commissions or similar authorities
in the provinces and territories of Canada subsequent to the date of this prospectus supplement and prior to the
termination of any offering under this prospectus supplement shall be deemed to be incorporated by reference
into this prospectus supplement and the accompanying prospectus.
Any statement contained in this prospectus supplement or the accompanying prospectus or in a
document incorporated or deemed to be incorporated by reference in this prospectus supplement or the
accompanying prospectus shall be deemed to be modified or superseded, for purposes of this prospectus
supplement and the accompanying prospectus, to the extent that a statement contained in this
prospectus supplement or the accompanying prospectus or in any other subsequently filed document
that also is, or is deemed to be, incorporated by reference in this prospectus supplement or the
accompanying prospectus modifies or supersedes such statement. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifies or supersedes. The making of a modifying or
superseding statement shall not be deemed an admission for any purposes that the modified or
superseded statement, when made, constituted a misrepresentation, an untrue statement of a material
fact or an omission to state a material fact that is required to be stated or that is necessary to make a
statement not misleading in light of the circumstances in which it was made. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the
Corporate Secretary, Canadian National Railway Company, 935 de La Gauchetière Street West, Montreal,
Québec, H3B 2M9 (telephone: (514) 399-7091), and are also available electronically at www.sedar.com.

USE OF PROCEEDS
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The net proceeds to the Company from the sale of the Offered Securities will be approximately US
$540 million after deducting underwriting commissions and other expenses related to the offering. The
Company plans to use such proceeds to repay a portion of its outstanding commercial paper and to reduce a
portion of its accounts receivable securitization program (collectively, the "Repayments"). The indebtedness
being repaid was incurred by the Company for general corporate purposes, including for the financing of the
Company's recent acquisitions of the principal lines of the Elgin, Joliet & Eastern Railway Company, and three
railway subsidiaries and a rail-freight ferry operation of the Quebec Railway Corp.
S-3
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CAPITALIZATION
The following table sets forth the capitalization of the Company as of December 31, 2008 and adjusted to give
effect to the issuance of the Offered Securities and the Repayments.
This table should be read in conjunction with our audited consolidated financial statements for the year ended
December 31, 2008 and the related notes thereto incorporated by reference in this prospectus supplement and
the accompanying prospectus.

December 31, 2008

As

Actual Adjusted

(Audited)

(In millions)

Current portion of long-term debt
$ 506 $
506
Long-term debt
7,405
6,818
Offered Securities(1)

--
670

Total debt
7,911
7,994

Shareholders' equity

Common shares
4,179
4,179
Accumulated other comprehensive loss
(155 )
(155 )
Retained earnings
6,535
6,521

Total shareholders' equity
10,559 10,545

Total capitalization
$ 18,470 $ 18,539

(1) Converted into Canadian dollars using the following exchange rate: US$1.00 = Cdn.$1.2180 at December 31, 2008.

EARNINGS COVERAGES
The following consolidated financial ratio is calculated for the twelve-month period ended December 31, 2008
and is adjusted to give effect to the issuance of the Offered Securities and the Repayments.
The Company's interest expense requirements would have amounted to approximately $396 million for the
twelve-month period ended December 31, 2008. The Company's earnings before interest expense and income
taxes for the twelve-month period ended December 31, 2008 would have been approximately $2,922 million,
which is 7.38 times the Company's interest expense requirements for such period.
S-4
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DESCRIPTION OF OFFERED SECURITIES
Reference should be made to the accompanying prospectus for a more detailed summary of certain provisions
of the Offered Securities. The description of the Offered Securities in this prospectus supplement supplements
the description of the Company's securities contained in the accompanying prospectus. If the descriptions
contained in these documents are inconsistent, the description contained in this prospectus supplement controls.
Capitalized terms used but not defined herein have the meanings given to them in the accompanying
prospectus.
Unless otherwise indicated, references to "CN", the "Company", or "we" in this "Description of Offered
Securities" are to Canadian National Railway Company but not to any of its subsidiaries.
General
The Offered Securities will be issued in fully registered form in minimum denominations of US$2,000 and
integral multiples of US$1,000 thereof under an indenture dated as of June 1, 1998 (the "U.S. Indenture")
between the Company and The Bank of New York Mellon, as trustee (the "U.S. Trustee"). The aggregate
principal amount of the Offered Securities will be initially limited to US$550,000,000. The U.S. Indenture does
not limit the amount of debt securities that may be issued by the Company. The Offered Securities will be
senior unsecured, general obligations of the Company and will rank equally with all of the Company's existing
and future senior unsecured debt.
The Company conducts a substantial portion of its operations through its subsidiaries. Claims of creditors of
the Company's subsidiaries generally have priority with respect to the assets and earnings of those subsidiaries
over the claims of creditors of the Company, including holders of the Offered Securities. The Offered
Securities therefore are effectively subordinated to creditors of the Company's subsidiaries. The Offered
Securities are also subordinated to any liabilities of the Company that are secured by any of the Company's
assets including, without limitation, those under capital leases.
The Company and its subsidiaries may incur additional obligations in the future.
The Offered Securities will mature on March 1, 2019, but are subject to earlier optional redemption as
described under "-- Optional Redemption" below. The Offered Securities are not entitled to the benefit of any
sinking fund.
Interest will accrue on the principal amount of the Offered Securities at the annual rate of 5.55% from and
including February 25, 2009 (the "Original Issue Date") to but excluding the date on which the principal
amount is paid in full. Interest accrued on the Offered Securities will be payable semi-annually in arrears on
March 1 and September 1 of each year, commencing on September 1, 2009, to the holder of record of such
Offered Security on the February 15 or August 15 preceding the next interest payment date.
If any interest, principal or other payment to be made in respect of the Offered Securities would otherwise be
due on a day that is not a Business Day, payment may be made on the next succeeding day that is a Business
Day, with the same effect as if payment were made on the due date. "Business Day" means any day other than
a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by
law to close.
Transfers of the Offered Securities are registrable and principal is payable at the corporate trust office of the U.
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S. Trustee at 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: Global Trust Services. The
Offered Securities will initially be issued in global form. See "-- Global Securities" below.
Optional Redemption
The Offered Securities will be redeemable, in whole or in part, at the option of the Company at any time and
from time to time, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by
an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued interest thereon to
the date of redemption. Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Offered Securities or portions thereof called for
redemption on such date.
"Comparable Treasury Issue" means, with respect to the Offered Securities, the United States Treasury security
selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Offered Securities that would be utilized, at the time of selection and in accordance with
customary financial
S-5
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