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FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR SEPTEMBER 4, 2002
Canadian National Railway Company
(Exact name of Registrant as specified in its charter)
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Canadian National Railway Company
(Translation of Registrant's name into English)
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935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(514) 399-7091
(Address of principal executive offices)
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[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:]
FORM 20-F FORM 40-F X
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[Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of
1934.]
YES NO X
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[If "Yes " is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):] Not applicable
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MATERIAL CHANGE REPORT
UNDER SECTION 75 (2) OF THE SECURITIES ACT (ONTARIO)
SECTION 81 (2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76 (2) OF THE SECURITIES ACT (NEWFOUNDLAND)
SECTION 84 (1) (B) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 118(1) (B) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 67 (1) OF THE SECURITIES ACT (BRITIS COLUMBIA)
1. Reporting Issuer
Canadian National Railway Company
935 de La Gauchetiere Street West
Montreal, Quebec
H3B 2M9
2. Date of Material Change
September 4, 2002
3. Press Release
The press release of Canadian National Railway Company was issued at
Montreal, Quebec on September 4, 2002. A copy of the press release is
annexed hereto as Schedule A.
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4. Summary of Material Change
On September 4, 2002 Canadian National Railway Company ("CN") updated
its earnings guidance for 2002, saying year-over-year earnings per
share growth for the year ending December 31, 2002, is currently
expected to be at the low end of the five- to 10-per-cent growth range
previously announced by CN.
5. Full Description of Material Change
On September 4, 2002, Canadian National Railway Company ("CN") updated
its earnings guidance for 2002, saying year-over-year earnings per
share growth for the year ending December 31, 2002, is currently
expected to be at the low end of the five- to ten-per-cent growth
range previously announced by CN. CN's 2001 adjusted diluted earnings
per share were $4.92. (1)
CN's earnings update is largely attributable to significantly reduced
bulk commodity revenues, principally Canadian grain revenues, ___ as a
result of severe drought conditions in Western Canada.
Paul M. Tellier, CN's president and chief executive officer, said:
"Although CN's merchandise and Intermodal business remain strong, the
outlook for the 2002/2003 Canadian grain crop is much worse than
anticipated. Recent reports suggest this year's crop could be less
than 50 per cent of the five-year average. We are faced with two bad
crop years in a row, which has significantly reduced the amount of
product we can move."
"This crop crisis is clearly beyond our control, but CN management
continues to identify revenue growth opportunities and productivity
initiatives to mitigate the impact of lower grain revenues on our
results this year and next."
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(1) Adjusted diluted earnings per share for 2001 under U.S. GAAP
exclude the Company's gain from the sale of its 50 per cent interest
in the Detroit River Tunnel Company; a special charge for a workforce
adjustment program; a charge to write down the Company's net
investment in 360networks Inc., and a deferred income tax recovery
resulting from the enactment of lower corporate tax rates in Canada.
Reported diluted earnings per share for 2001 under U.S. GAAP were
$5.23.
6. Reliance on Provisions Applying to Confidential Filing
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officer
Inquiries in respect of the material change referred to herein may be
made to:
SEAN FINN
Senior Vice-President, Chief Legal Counsel and Corporate Secretary
Canadian National Railway Company
935 de La Gauchetiere Street West
Montreal, Quebec
H3B 2M9
(514) 399-7091
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9. Statement of Senior Officer
The information contained in this material change report accurately
discloses the material change referred to herein.
DATED in the city of Montreal, province of Quebec, this 4th day of September
2002.
/s/ Sean Finn
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Sean Finn
Senior Vice-President,
Chief Legal Officer and
Corporate Secretary
CN LOGO News
North America's Railroad FOR IMMEDIATE RELEASE
Stock symbols: TSX: CNR / NYSE: CNI
www.cn.ca
CN updates earnings outlook, cites devastating impact of drought on Canadian
grain crop
MONTREAL, Sept. 4, 2002 -- Canadian National today updated its earnings
guidance for 2002, saying year-over-year earnings per share growth for the year
ending Dec. 31, 2002, is currently expected to be at the low end of the five-
to 10-per-cent growth range previously announced by the company. CN's 2001
adjusted diluted earnings per share were $4.92. (1)
CN's earnings update is largely attributable to significantly reduced bulk
commodity revenues, principally Canadian grain revenues, as a result of severe
drought conditions in Western Canada.
Paul M. Tellier, CN's president and chief executive officer, said: "Although
CN's merchandise and intermodal businesses remain strong, the outlook for the
2002/2003 Canadian grain crop is much worse than anticipated.
- more -
"Recent reports suggest this year's crop could be less than 50 per cent of the
five-year average. We are faced with two bad crop years in a row, which has
significantly reduced the amount of product we can move.
"This crop crisis is clearly beyond our control, but CN management continues to
identify revenue growth opportunities and productivity initiatives to mitigate
the impact of lower grain revenues on our results this year and next."
(1) Adjusted diluted earnings per share for 2001 under U.S. GAAP exclude the
Company's gain from the sale of its 50 per cent interest in the Detroit River
Tunnel Company; a special charge for a workforce adjustment program; a charge
to write down the Company's net investment in 360networks Inc., and a deferred
income tax recovery resulting from the enactment of lower corporate tax rates
in Canada. Reported diluted earnings per share for 2001 under U.S. GAAP were
$5.23.
This news release contains forward-looking statements. CN cautions that, by
their nature, forward-looking statements involve risk and uncertainties and
that its results could differ materially from those expressed or implied in
such statements. Reference should be made to CN's most recent Form 40-F filed
with the United States Securities and Exchange Commission, and the Annual
Information Form filed with the Canadian securities regulators, for a summary
of major risk factors.
Canadian National Railway Company spans Canada and mid-America, from the
Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile,
Ala., and the key cities of Toronto, Buffalo, Chicago, Detroit, Duluth,
Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, St.
Louis, and Jackson, Miss., with connections to all points in North America.
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Contacts :
Media Investment Community
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Mark Hallman Robert Noorigian
System Director, Media Relations Vice-President, Investor Relations
(416) 217-6390 (514) 399-0052