Obligation Canadien National Railway 2.25% ( US136375BX90 ) en USD

Canadien National Railway

100 % ⇌

Canada

US136375BX90 ( en USD )

2.25% par an ( paiement semestriel )

15/11/2022 - Obligation échue

Prospectus brochure de l'obligation Canadian National Railway Company US136375BX90 en USD 2.25%, échue

2 000 USD

250 000 000 USD

136375BX9

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 US136375BX90, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2022

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BX90, 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 US136375BX90, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to
General Instruction II.K of Form F-9
File No. 333-177633

PROSPECTUS SUPPLEMENT
November 8, 2012
(To Prospectus Dated November 4, 2011)
US$500,000,000

Canadian National Railway Company
US$250,000,000 2.25% Notes due 2022
US$250,000,000 3.50% Notes due 2042

Interest on the 2.25% Notes due 2022 (the "2022 Notes") and the 3.50% Notes due 2042 (the "2042 Notes" and, together with the 2022 Notes, the "Offered Securities") is payable semi-annual y on May 15 and November 15 of each year,
commencing on May 15, 2013. 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
applicable 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 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 (the "SEC") or any U.S. state securities regulator nor has the SEC or any U.S. state securities regulator
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per 2022 Note

Total

Per 2042 Note

Total

Public offering price(1)

99.867%

US$249,667,500

99.430%

US$248,575,000

Underwriting commissions

0.650%

US$ 1,625,000

0.875%

US$ 2,187,500
Proceeds to the Company (before expenses)(1)

99.217%

US$248,042,500

98.555%

US$246,387,500
(1) Plus accrued interest, if any, from November 20, 2012, 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 November 20, 2012.
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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 available to the Company a revolving credit facility. Accordingly, under applicable Canadian securities
laws, the Company may be considered a "connected issuer" of such underwriters. See "Underwriting".

Joint Book-Running Managers

BofA Merrill Lynch

RBC Capital Markets

Wells Fargo Securities
Senior Co-Managers
J.P. Morgan

BNP PARIBAS
Co-Managers

BMO Capital Markets

Citigroup

Scotiabank

TD Securities

US Bancorp

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We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained in or incorporated by reference in
this prospectus supplement, the accompanying prospectus and any related free writing prospectus we file with the SEC. We and the underwriters take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. 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, the accompanying prospectus or any related free writing prospectus we file with the SEC is accurate as of any date other than the date hereof or
the date of such incorporated information. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

TABLE OF CONTENTS

Prospectus Supplement

Page
Documents Incorporated By Reference

S-3
Use of Proceeds

S-4
Consolidated Capitalization

S-4
Earnings Coverage Ratios

S-4
Description of Offered Securities

S-4
Material U.S. Federal Income Tax Consequences

S-13
Material Canadian Income Tax Consequences

S-14
Underwriting

S-15
Legal Matters

S-17
Independent Auditors

S-17
Prospectus

Page
Documents Incorporated By Reference

2

Available Information

3

Statement Regarding Forward-Looking Information

3

The Company

4

Use of Proceeds

4

Consolidated Capitalization

4

Earnings Coverage Ratios

5

Description of Securities

5

Plan of Distribution

9

Risk Factors

9

Taxation

9

Legal Matters

10

Independent Auditors

10

Enforceability of Civil Liabilities under the U.S. Federal Securities Laws

10

Documents Filed as Part of The Registration Statement

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.

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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 3, 2012 for the year ended December 31, 2011 (the "AIF");

(2)
the audited consolidated financial statements of the Company for the years ended December 31, 2011 and 2010 and notes related thereto, together with the Report of

Independent Registered Public Accounting Firm thereon and on the effectiveness of the Company's internal control over financing reporting;

(3)
the Company's Management's Discussion and Analysis for the year ended December 31, 2011;

(4)
the Company's Management Information Circular dated March 13, 2012 prepared in connection with the Company's annual meeting of shareholders held on

April 24, 2012;

(5)
the unaudited interim consolidated financial statements of the Company for the three months and nine months ended September 30, 2012 and notes related thereto; and

(6)
the Company's Management's Discussion and Analysis related to the three months and nine months ended September 30, 2012.
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.

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USE OF PROCEEDS
The net proceeds to the Company from the sale of the Offered Securities will be approximately US$494 million after deducting the underwriting commissions and other
expenses related to the offering. The Company plans to use such net proceeds for general corporate purposes, including the redemption and refinancing of outstanding indebtedness.
CONSOLIDATED CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company as at December 31, 2011 and September 30, 2012 based on U.S. generally accepted
accounting principles ("U.S. GAAP") and the latter as adjusted to give effect to the issuance of the Offered Securities.
The data under the columns "As at December 31, 2011" and "As at September 30, 2012" in the table below has been derived from, and should be read in conjunction with,
our audited consolidated financial statements for the year ended December 31, 2011 and our unaudited interim consolidated financial statements for the nine months ended
September 30, 2012 and the related notes thereto, respectively, incorporated by reference in this prospectus supplement and the accompanying prospectus.

As at
As at
As adjusted as at

December 31, 2011

September 30, 2012

September 30, 2012

(In
millions)

Current portion of long-term debt

$
135

$
678

$
678(2)
Long-term debt

6,441

5,770

5,770

Offered securities(1)

--

--

490

Total debt

6,576

6,448

6,938

Shareholders' equity

Common shares

4,141

4,120

4,120

Accumulated other comprehensive loss

(2,839)
(2,803)

(2,803)
Retained earnings

9,378

9,988

9,988

Total shareholders' equity

10,680

11,305

11,305

Total capitalization

$
17,256

$
17,753

$
18,243

(1) Converted into Canadian dollars using the folowing exchange rate: US$1.00 = Cdn$0.9832 as at September 30, 2012.
(2)
The Company has, since September 30, 2012, repaid $171 million of outstanding commercial paper, which is not reflected in the "As adjusted as at September 30, 2012" figures.
EARNINGS COVERAGE RATIOS
The following earnings coverage ratios are calculated for the twelve-month periods ended December 31, 2011 and September 30, 2012 and give effect to the issuance of all
long-term debt of the Company and repayment and redemption thereof since the beginning of such twelve-month periods, respectively and the issuance of the Offered Securities, as
if these transactions had occurred on the first day of such twelve-month periods, respectively.
Based on U.S. GAAP, the Company's interest expense requirements would have amounted to approximately $356 million and $355 million for the twelve-month periods
ended December 31, 2011 and September 30, 2012, respectively. The Company's earnings before interest expense and income taxes for the twelve-month periods ended
December 31, 2011 and September 30, 2012 would have been approximately $3,697 million and $3,943 million, respectively, which is 10.38 times and 11.11 times the Company's
interest expense requirements for such periods.
DESCRIPTION OF OFFERED SECURITIES
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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.

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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 in excess thereof under an
indenture dated as of June 1, 1998 as amended from time to time (the "U.S. Indenture") between the Company and The Bank of New York Mellon (formerly The Bank of New
York), as trustee (the "U.S. Trustee"). The aggregate principal amount of the 2022 Notes will be initially limited to US$250,000,000 and the aggregate principal amount of the
2042 Notes will be initially limited to US$250,000,000. 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 2022 Notes and the 2042 Notes will mature on November 15, 2022 and November 15, 2042, respectively, 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 each of the 2022 Notes and the 2042 Notes at the annual rates of 2.25% and 3.50%, respectively, from and including
November 20, 2012 (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 May 15 and November 15 of each year, commencing on May 15, 2013 in each case to the holder of record of such Offered Securities on the May 1 or
November 1 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.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 2022 Notes 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.
The redemption price for the 2022 Notes to be redeemed on any redemption date that is prior to August 15, 2022 will be equal to the greater of (i) 100% of the principal amount of
the 2022 Notes 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 12.5 basis points, plus, in either case, accrued and unpaid interest thereon to the date of redemption.
The redemption price for the 2022 Notes to be redeemed on any redemption date that is on or after August 15, 2022 will be equal to 100% of the principal amount of the 2022
Notes being redeemed on the redemption date, plus accrued and unpaid interest on the 2022 Notes to the redemption date. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the 2022 Notes or portions thereof called for redemption on such date.

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The 2042 Notes 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.
The redemption price for the 2042 Notes to be redeemed on any redemption date that is prior to May 15, 2042 will be equal to the greater of (i) 100% of the principal amount of
the 2042 Notes 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 15 basis points, plus, in either case, accrued and unpaid interest thereon to the date of redemption. The
redemption price for the 2042 Notes to be redeemed on any redemption date that is on or after May 15, 2042 will be equal to 100% of the principal amount of the 2042 Notes
being redeemed on the redemption date, plus accrued and unpaid interest on the 2042 Notes to the redemption date. Unless the Company defaults in payment of the redemption
price, on and after the redemption date, interest will cease to accrue on the 2042 Notes or portions thereof called for redemption on such date.
"Comparable Treasury Issue" means, with respect to the 2022 Notes or the 2042 Notes, 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 2022 Notes or the 2042 Notes, as the case may be, that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2022 Notes or
the 2042 Notes, as the case may be.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations (if any), or (ii) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and a Primary Treasury Dealer (as defined
herein) selected by Wells Fargo Securities, LLC plus two other securities dealers selected by the Company or their affiliates which are primary U.S. Government securities dealers
and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of
the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 P.M. (New York City time) on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date with respect to the 2022 Notes or the 2042 Notes, the rate per annum equal to the semi-annual equivalent yield
to maturity of, or interpolated (on a day count basis) from, the applicable Comparable Treasury Issue, assuming a price for the applicable Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Change of Control Repurchase Event
If a change of control repurchase event occurs with respect to either or both of the 2022 Notes or the 2042 Notes, unless we have exercised our right to redeem the 2022
Notes or the 2042 Notes as described above, we will be required to make an offer to each holder of either or both of the 2022 Notes or the 2042 Notes, as the case may be, to
repurchase all or any part (in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof) of that holder's 2022 Notes or 2042 Notes, as the case
may be, at a repurchase price in cash equal to 101% of the aggregate principal amount of such securities repurchased plus any accrued and unpaid interest on the securities
repurchased to, but not including, the date of repurchase. Within 30 days following a change of control repurchase event or, at our option, prior to a change of control, but after the
public announcement of the change of control, we will mail a notice to each holder, with a copy to the U.S. Trustee, describing the transaction or transactions that constitute or may
constitute

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the change of control repurchase event and offering to repurchase securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than
60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a
change of control repurchase event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the U.S.
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Offered Securities as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or
regulations conflict with the change of control repurchase event provisions of the Offered Securities, the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the Offered Securities by virtue of such conflict.
On the repurchase date following a change of control repurchase event, the Company will, to the extent lawful:

(1)
accept for payment all 2022 Notes and 2042 Notes or portions of 2022 Notes and 2042 Notes, as applicable, properly tendered pursuant to its offer;

(2)
deposit with the U.S. Trustee an amount equal to the aggregate purchase price in respect of all 2022 Notes and 2042 Notes or portions of 2022 Notes and 2042

Notes, as applicable, properly tendered; and

(3)
deliver or cause to be delivered to the U.S. Trustee the Offered Securities properly accepted, together with an officers' certificate stating the aggregate principal

amount of Offered Securities being purchased by the Company.
The U.S. Trustee will promptly deliver by wire transfer to each holder of Offered Securities properly tendered the purchase price for the Offered Securities, and the U.S.
Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new security equal in principal amount to any unpurchased portion of any
Offered Securities surrendered; provided that each new security will be in a minimum denomination of US$2,000 and integral multiples of US$1,000 in excess thereof.
The Company will not be required to make an offer to repurchase the 2022 Notes or the 2042 Notes, as applicable, upon a change of control repurchase event if a third
party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all 2022
Notes or 2042 Notes, as applicable, properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"below investment grade ratings event" means, with respect to the 2022 Notes or the 2042 Notes, as the case may be, on any day within the 60-day period (which period
shall be extended so long as the rating of the 2022 Notes or the 2042 Notes, as the case may be, is under publicly announced consideration for a possible downgrade by any of the
rating agencies) after the earlier of (1) the occurrence of a change of control; or (2) public notice of the occurrence of a change of control or the intention by the Company to effect a
change of control, the 2022 Notes or the 2042 Notes, as the case may be, are rated below investment grade by at least two of three rating agencies if there are three rating agencies,
or all of the rating agencies if there are less than three rating agencies. Notwithstanding the foregoing, a below investment grade ratings event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a below investment grade ratings event
for purposes of the definition of change of control repurchase event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply
do not announce or publicly confirm that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable change of control (whether or not the applicable change of control shall have occurred at the time of the ratings event).
"change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or
"group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company's voting stock or other voting stock into which the
Company's voting stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares.

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"change of control repurchase event" means the occurrence of both a change of control and a below investment grade ratings event with respect to the 2022 Notes or the
2042 Notes, as the case may be.
"DBRS" means DBRS Limited.
"investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of BBB- or better by S&P
(or its equivalent under any successor rating categories of S&P); a rating of BBB (low) or better by DBRS (or its equivalent under any successor rating categories of DBRS); and
the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by the Company.
"Moody's" means Moody's Investors Service, Inc.
"rating agency" means (1) each of Moody's, DBRS and S&P; and (2) if any of Moody's, DBRS and S&P ceases to rate the Offered Securities or fails to make a rating of
the Offered Securities publicly available for reasons outside of the Company's control, a "nationally recognized statistical rating organization" within the meaning of
Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by the Company's Chief Executive Officer or Chief Financial Officer) as a replacement agency for
Moody's, DBRS and S&P, or all of them, as the case may be.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
"voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the
time entitled to vote generally in the election of the board of directors of such person.
The change of control repurchase event feature of the 2022 Notes and 2042 Notes may in certain circumstances make more difficult or discourage a sale or takeover of the
Company and, thus, the removal of incumbent management. The Company could, in the future, enter into certain transactions, including asset sales, acquisitions, refinancings or
other recapitalizations, that would not constitute a change of control repurchase event under the 2022 Notes or 2042 Notes, but that could increase the amount of indebtedness
outstanding at such time or otherwise affect the Company's capital structure or credit ratings on the 2022 Notes and 2042 Notes.
The Company may not have sufficient funds to repurchase all the 2022 Notes or 2042 Notes upon a change of control repurchase event.
Further Issues
The Company may from time to time, without notice to or the consent of any registered holders, create and issue further notes ranking equally and ratably with either of the
2022 Notes or the 2042 Notes. Those further notes will be consolidated and form a single series with the 2022 Notes or 2042 Notes, as the case may be, and will have the same
terms (except for the issue date, the issue price and, if applicable, the initial interest payment date) as to status, redemption or otherwise.
Modification and Waiver
The U.S. Indenture permits the Company and the U.S. Trustee, with the consent of the holders of not less than a majority in principal amount of Outstanding Securities (as
defined in the U.S. Indenture) of each series of the Offered Securities affected by the modifications, and the applicable required consent of any other series of Outstanding
Securities affected by the modifications, to modify the U.S. Indenture or any supplemental indenture or the rights of the holders of such series, except that no such modification
shall, without the consent of the holders of all such Outstanding Securities so affected thereby, (i) extend the fixed maturity of any Outstanding Security issued pursuant to the U.S.
Indenture, reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any redemption premium thereon, or (ii) reduce the
aforesaid percentage of Outstanding Securities necessary to modify the U.S. Indenture or any supplemental indenture.
The U.S. Indenture also permits the Company and the U.S. Trustee, without the consent of the holders of the Offered Securities, to enter into indentures supplemental to the
U.S. Indenture for certain purposes, including (i) to

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