Food & Nutrition Conference & Expo (FNCE) 2014 Opens Its Doors in Atlanta Oct 21, 2014 04:10PM

Tustin, CA (PRWEB) October 21, 2014

The FNCE Convention began October 18 and runs through October 21 with nearly 8,000 attendees. It is the largest, most comprehensive annual gathering of dietitian nutritionists, nutrition science researchers, policy makers, health-care providers and industry leaders anywhere in the world. FNCE features cutting-edge nutrition science research and educational presentations, lectures, debates, panel discussions and culinary demonstrations, along with more than 350 food and nutrition-related exhibitors.

Absolute Exhibits, a trade show booth builder, has built the Hass Avocado custom exhibit as a center piece of this year's show. This is a very large display project and on the "not to be missed list." "Absolute Exhibits has had a long history in the food industry for trade shows and takes great pride in building for this very important client," says Todd Koren, CEO of Absolute. "We work with a number of produce manufacturers and beyond FNCE we are a primary builder at the Produce Marketing Association Fresh Summit and the International Dairy-Deli-Bakery Association shows as well."

The nutritional health of Americans is one of the most pressing issues facing our country today. The Academy of Nutrition and Dietetics reminds everyone that the best path to reaching and maintaining a healthy weight is a lifelong combination of eating smarter and moving more...and enlisting the help of a registered dietitian.

About Absolute Exhibits
Absolute Exhibits, established in 2000, rents and sells large custom exhibits at over 300 shows in the USA and in countries around the world. Absolute Exhibits is dedicated to providing distinctive marketing settings as well as pre-and-post show and event marketing and support services for our clients. At Absolute Exhibits every aspect of the exhibition project is handled using in-house resources and every question is answered in-house, as well. Absolute Exhibits is a true one-source exhibit house.

Read the full story at http://www.prweb.com/releases/2014/10/prweb12266685.htm


Quidel Reports Third Quarter 2014 Financial Results Oct 21, 2014 04:10PM

SAN DIEGO, CA -- (Marketwired) -- 10/21/14 -- Quidel Corporation (NASDAQ: QDEL), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, announced today financial results for the third quarter ended September 30, 2014.

Third Quarter and Recent 2014 Highlights:

  • Total revenues grew 22% to $40.9 million compared to $33.5 million in the third quarter of 2013.
  • Reported GAAP EPS of $(0.17) per share as compared to $(0.13) per share in the third quarter of 2013 and reported non-GAAP EPS of $(0.01) per share as compared to $(0.02) per share in the third quarter of 2013.
  • Received 510(k) clearance from the United States Food and Drug Administration (FDA) for AmpliVueģ Group A Strep hand-held disposable molecular assay.
  • Received 510(k) clearance from the FDA for Lyra" Adenovirus molecular assay.
  • Received 510(k) clearance from the FDA for Lyra" Parainfluenza 123 molecular assay.
  • Received an award for up to $12.6 million in additional funding from the Bill and Melinda Gates Foundation as part of an amendment to the initial agreement for the development of our Savanna system.

Third Quarter 2014 Results Total revenues for the third quarter of 2014 rose 22% to $40.9 million compared to $33.5 million in the third quarter of 2013. The increase in revenue was due to greater sales of Infectious Disease products in the third quarter of 2014 and growth across all major categories, as well as a $2.8 million increase in grant revenue.

Infectious Disease products grew 17% in the third quarter, led by influenza products. Total influenza product sales in the third quarter increased 32% to $14.2 million, the result of a 107% increase in Sofia influenza orders. Women's Health revenue was $8.8 million and Gastrointestinal revenue was $2.0 million. In the third quarter of 2014, new product revenues increased 110% from the third quarter of 2013.

"Although the proportion of patient visits with influenza-like illness (ILI) was low throughout Q3, flu and RSV demand ticked up noticeably in early September, as a higher number of Sofia installations proved to be the catalyst behind the platform's strong quarterly revenue results. Sofia orders formed the majority of influenza revenue, as approximately 55% of total influenza revenues were attributed to Sofia flu products. In the quarter, we also saw revenue growth from our molecular products, and received additional grant funding from the Bill and Melinda Gates Foundation for the development of our Savanna system," said Douglas Bryant, president and CEO of Quidel Corporation. "We had a good third quarter, and are optimistic that the recent investments that we made in our R&D and commercial organizations will translate into meaningful results in the near- to mid-term."

In the quarter, total costs and expenses were $51.0 million as compared to $39.3 million in the third quarter of 2013. Cost of Sales increased $1.5 million, mostly the result of higher sales. Gross margin for the quarter was 59% as compared to 54% for the same period last year. R&D expense increased by $4.0 million in the third quarter as compared to the same period last year due primarily to the added investment in Savanna. Sales and Marketing expense increased by $2.4 million in the third quarter, driven by additional investments in our sales organization, as compared to the third quarter of 2013.

In the quarter, the Company recorded an impairment loss totaling $3.6 million. The impairment loss relates to the Company's Stella (Bobcat) technology and associated assets, and includes the write-off of in-process Research and Development, development software and the associated manufacturing line.

Net loss for the third quarter of 2014 was $(5.8) million, or $(0.17) per share, compared to net loss of $(4.4) million, or $(0.13) per share, for the third quarter of 2013. On a non-GAAP basis, excluding amortization of intangibles, stock compensation expense and certain non-recurring items, net loss for the third quarter of 2014 was $(0.5) million, or $(0.01) per share, compared to $(0.5) million, or $(0.02) per share, for the same period in 2013.

Results for the Nine Months Ended September 30, 2014 Total revenues were $119.0 million for the nine-month period ended September 30, 2014, compared to $125.2 million for the same period in 2013. The decrease in revenue was primarily driven by softer demand for Infectious Disease products in the first quarter due to a weaker respiratory disease season in 2014, relative to the same period in 2013.

For the nine-month period ended September 30, 2014, total costs and expenses were $141.1 million as compared to $120.6 million over the same period in 2013. Cost of Sales for the nine-month period ended September 30, 2014 increased by $4.6 million over the same nine-month period in 2013 mostly due to product mix. R&D expense for the first nine months of 2014 increased by $5.8 million over the same period last year due to added investment in our Savanna system and molecular platforms, along with AnDiaTec acquisition costs. Additionally, there was an incremental $1.0 million in R&D expense reimbursement in the first nine months of 2013 which was not repeated in 2014. Sales and Marketing expense increased by $6.2 million, due to the expansion and training of a larger sales force in 2014 relative to 2013.

For the nine-month period in 2014, net loss was $(14.2) million, or $(0.41) per share, compared to net income of $6.3 million, or $0.18 per diluted share, for the same nine-month period in 2013. On a non-GAAP basis, excluding amortization of intangibles, stock compensation expense and certain non-recurring items, net loss for the nine months ended September 30, 2014 was $(1.0) million, or $(0.03) per share, compared to net income of $14.4 million, or $0.41 per diluted share, for the first nine months of 2013.

Non-GAAP Financial Information The Company is providing non-GAAP financial information to exclude the effect of stock-based compensation, amortization of intangibles and certain non-recurring items on earnings (loss) and net earnings (loss) per share as a supplement to its consolidated financial statements, which are presented in accordance with generally accepted accounting principles in the U.S., or GAAP.

Management is providing the adjusted net earnings (loss) and adjusted net earnings (loss) per share information for the periods presented because it believes this enhances the comparison of the Company's financial performance from period-to-period, and to that of its competitors. This press release is not meant to be considered in isolation, or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures to the comparable GAAP measures is included in this press release as part of the attached financial tables.

Conference Call Information Quidel management will host a conference call to discuss the third quarter results as well as other business matters today beginning at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). During the conference call, management may answer questions concerning business and financial developments and trends. Quidel's responses to these questions, as well as other matters discussed during the conference call, may contain or constitute material information that has not been previously disclosed.

To participate in the live call by telephone from the U.S., dial 877-415-3180, or from outside the U.S. dial 857-244-7323, and enter the pass code 771-558-96.

A live webcast of the call can be accessed at http://www.quidel.com, and the Web site replay will be available for 14 days. The telephone replay will be available for 48 hours beginning at 8:00 p.m. Eastern Time (5:00 p.m. Pacific Time) today by dialing 888-286-8010 from the U.S., or 617-801-6888 for international callers, and entering pass code 941-005-10.

About Quidel Corporation

Quidel Corporation serves to enhance the health and well-being of people around the globe through the development of diagnostic solutions that can lead to improved patient outcomes and provide economic benefits to the healthcare system. Marketed under the QuickVueģ, D3ģ Direct Detection and Thyretainģ leading brand names, as well as under the new Sofia ģ, AmpliVueģ and Lyra" brands, Quidel's products aid in the detection and diagnosis of many critical diseases and conditions, including, among others, influenza, respiratory syncytial virus, Strep A, herpes, pregnancy, thyroid disease and fecal occult blood. Quidel's research and development engine is also developing a continuum of diagnostic solutions from advanced lateral-flow and direct fluorescent antibody to molecular diagnostic tests to further improve the quality of healthcare in physicians' offices and hospital and reference laboratories. For more information about Quidel's comprehensive product portfolio, visit quidel.com.

This press release contains forward-looking statements within the meaning of the federal securities laws that involve material risks, assumptions and uncertainties. Many possible events or factors could affect our future financial results and performance, such that our actual results and performance may differ materially from those that may be described or implied in the forward-looking statements. As such, no forward-looking statement can be guaranteed. Differences in actual results and performance may arise as a result of a number of factors including, without limitation, fluctuations in our operating results resulting from seasonality; the timing of the onset, length and severity of cold and flu seasons; government and media attention focused on influenza and the related potential impact on humans from novel influenza viruses; adverse changes in competitive conditions in domestic and international markets; the reimbursement system currently in place and future changes to that system; changes in economic conditions in our domestic and international markets; changes in sales levels as it relates to the absorption of our fixed costs; lower than anticipated market penetration of our products; the quantity of our product in our distributors' inventory or distribution channels, changes in the buying patterns of our distributors and changes in the health care market and consolidation of our customer base; our development and protection of intellectual property; our development of new technologies, products and markets; our reliance on a limited number of key distributors; our reliance on sales of our influenza diagnostics tests; our ability to manage our growth strategy, including our ability to integrate companies or technologies we have acquired or may acquire; intellectual property risks, including but not limited to, infringement litigation; limitations and covenants in our senior credit facility; that we may incur significant additional indebtedness; our need for additional funds to finance our operating needs; volatility and disruption in the global capital and credit markets; acceptance of our products among physicians and other healthcare providers; competition with other providers of diagnostic products; adverse actions or delays in new product reviews or related to currently-marketed products by the U.S. Food and Drug Administration (the "FDA"); changes in government policies; compliance with other government regulations, such as safe working conditions, manufacturing practices, environmental protection, fire hazard and disposal of hazardous substances; third-party reimbursement policies; our ability to meet demand for our products; interruptions in our supply of raw materials; product defects; business risks not covered by insurance and exposure to other litigation claims; interruption to our computer systems; competition for and loss of management and key personnel; international risks, including but not limited to, compliance with product registration requirements, exposure to currency exchange fluctuations and foreign currency exchange risk sharing arrangements, longer payment cycles, lower selling prices and greater difficulty in collecting accounts receivable, reduced protection of intellectual property rights, political and economic instability, taxes, and diversion of lower priced international products into US markets; volatility in our stock price; dilution resulting from future sales of our equity; and provisions in our charter documents and Delaware law that might delay stockholder actions with respect to business combinations or the election of directors. Forward-looking statements typically are identified by the use of terms such as "may," "will," "should," "might," "expect," "anticipate," "estimate," "plan," "intend," "goal," "project,", "strategy," "future," and similar words, although some forward-looking statements are expressed differently. The risks described in reports and registration statements that we file with the Securities and Exchange Commission (the "SEC") from time to time should be carefully considered. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this press release. We undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, except as required by law.



                             QUIDEL CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share data; unaudited)

                                                     Three months ended
                                                        September 30,
                                                     2014          2013
                                                 ------------  ------------
Total revenues                                   $     40,857  $     33,539
Cost of sales (excludes amortization of
 intangible assets from acquired businesses and
 technology)                                           16,768        15,297
Research and development                               11,506         7,462
Sales and marketing                                    11,060         8,658
General and administrative                              5,879         5,622
Amortization of intangible assets from acquired
 businesses and technology                              2,207         2,171
Impairment loss                                         3,558            --
Facility restructuring charge                              --           124
                                                 ------------  ------------
Total costs and expenses                               50,978        39,334
                                                 ------------  ------------
Operating loss                                        (10,121)       (5,795)
Interest expense, net                                    (224)         (361)
                                                 ------------  ------------
Loss before income tax benefit                        (10,345)       (6,156)
Benefit for income taxes                               (4,578)       (1,795)
                                                 ------------  ------------
Net loss                                         $     (5,767) $     (4,361)
                                                 ============  ============
Basic and diluted (loss) earnings per share      $      (0.17) $      (0.13)
Weighted shares used in basic and diluted per
 share calculation                                     34,480        33,975
Gross profit as a % of total revenues                      59%           54%
Research and development as a % of total
 revenues                                                  28%           22%
Sales and marketing as a % of total revenues               27%           26%
General and administrative as a % of total
 revenues                                                  14%           17%

Condensed balance sheet data (in thousands):       9/30/2014     12/31/2013
                                                 ------------- -------------
Cash, cash equivalents and restricted cash       $      23,412 $       9,357
Accounts receivable, net                                24,458        29,928
Inventories                                             23,514        27,639
Total assets                                           267,737       271,485
Long term debt                                           4,750         5,126
Stockholders' equity                                   217,374       223,779



                             QUIDEL CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share data; unaudited)

                                                      Nine months ended
                                                        September 30,
                                                     2014          2013
                                                 ------------  ------------
Total revenues                                   $    119,018  $    125,240
Cost of sales (excludes amortization of
 intangible assets from acquired businesses and
 technology)                                           52,917        48,297
Research and development                               28,714        22,896
Sales and marketing                                    30,380        24,162
General and administrative                             18,949        18,828
Amortization of intangible assets from acquired
 businesses and technology                              6,623         5,957
Impairment loss                                         3,558            --
Facility restructuring charge                              --           493
                                                 ------------  ------------
Total costs and expenses                              141,141       120,633
                                                 ------------  ------------
Operating (loss) income                               (22,123)        4,607
Interest expense, net                                    (955)       (1,084)
                                                 ------------  ------------
(Loss) income before income tax benefit               (23,078)        3,523
Benefit for income taxes                               (8,891)       (2,728)
                                                 ------------  ------------
Net (loss) income                                $    (14,187) $      6,251
                                                 ============  ============
Basic (loss) earnings per share                  $      (0.41) $       0.18
Diluted (loss) earnings per share                $      (0.41) $       0.18
Weighted shares used in basic per share
 calculation                                           34,340        33,774
Weighted shares used in diluted per share
 calculation                                           34,340        34,834
Gross profit as a % of total revenues                      56%           61%
Research and development as a % of total
 revenues                                                  24%           18%
Sales and marketing as a % of total revenues               26%           19%
General and administrative as a % of total
 revenues                                                  16%           15%



                             QUIDEL CORPORATION
              Reconciliation of Non-GAAP Financial Information
              (In thousands, except per share data; unaudited)

                                     Three months ended   Nine months ended
                                        September 30,       September 30,
                                       2014      2013      2014      2013
                                     --------  --------  --------  --------
                                         (unaudited)         (unaudited)
Net (loss) income - GAAP             $ (5,767) $ (4,361) $(14,187) $  6,251
Add:
    Non-cash stock compensation
     expense                            1,293     1,419     4,772     5,447
    Amortization of intangibles         3,931     4,278    12,447    12,395
    Impairment loss                     3,558        --     3,558        --
    Facility restructuring charge          --       124        --       493
    Income tax impact of 2012
     research and development tax
     credit                                --        --        --      (510)
    Income tax impact of reversal of
     tax contingency reserve               --        --        --    (3,458)
    Income tax impact of non-cash
     stock compensation expense,
     amortization of intangibles and
     impairment loss                   (3,517)   (1,979)   (7,584)   (6,234)
                                     --------  --------  --------  --------
Adjusted net (loss) income           $   (502) $   (519) $   (994) $ 14,384
                                     ========  ========  ========  ========
Basic earnings per share:
  Adjusted net (loss) earnings       $  (0.01) $  (0.02) $  (0.03) $   0.43
  Net (loss) earnings - GAAP         $  (0.17) $  (0.13) $  (0.41) $   0.18
Diluted earnings per share:
  Adjusted net (loss) earnings       $  (0.01) $  (0.02) $  (0.03) $   0.41
  Net (loss) earnings - GAAP         $  (0.17) $  (0.13) $  (0.41) $   0.18

Quidel Contact:
Quidel Corporation
Randy Steward
Chief Financial Officer
858.552.7931

Media and Investors Contact:
Quidel Corporation
Ruben Argueta
858.646.8023
Email Contact

Source: Quidel


SL Green Inks 283,894-Sq-Ft Renewal With Schulte Roth & Zabel LLP at 919 Third Avenue Oct 21, 2014 04:10PM

NEW YORK--(BUSINESS WIRE)-- SL Green Realty Corp (NYSE: SLG) today announced that Schulte Roth & Zabel LLP, one of the nation's leading full-service law firms with offices in New York, Washington, D.C. and London, has signed a 15-year renewal lease covering 283,894 square feet for its headquarters at 919 Third Avenue. The space is comprised of the entire 19-27 floors.

"Schulte Roth and Zabel is one of the nation's premier law firms and we are delighted that they have elected to extend their long-term occupancy with us at 919 Third Avenue," said Steven Durels, executive vice president, Director of Leasing and Real Property for SL Green.

"We are excited to have extended the lease of our NY office through 2036. As we celebrate 45 years since the firm's founding, this is a particularly important moment for Schulte Roth & Zabel. We are making a long-term commitment to 919 Third Avenue and to our future, and look forward to continuing to build on our successes in the decades to come. Indeed, we are pleased to work in this premier building and the great experience we have had as tenants speaks directly to the fine leadership at SL Green," said Jeffrey A. Lenobel, a partner at Schulte Roth & Zabel LLP, where he chairs the Real Estate Group and serves on the firm's Executive Committee and Operating Committee.

919 Third Avenue is a 47-story, 1.5 million-square-foot tower offering panoramic views of New York City, located on the block front between East 55th and 56th Streets. The building is currently undergoing a capital improvement program that includes upgrades to the lobby, entrance and plaza. In addition to Schulte Roth & Zabel LLP, other prestigious building tenants include Bloomingdales and Debevoise & Plimpton, LLP.

CBRE's Lewis Miller represented Schulte Roth & Zabel LLP in the transaction. The Schulte Roth & Zabel LLP team was led by Mr. Lenobel and Brian F. Schare, Chief Operating Officer. The team also included real estate partner Robert S. Nash and associate Alykhan A. Shivji. The American Lawyer magazine ranked Schulte Roth & Zabel as one of the "2014 Global 100: Top-Grossing Law Firms in the World."

About SL Green Realty Corp.

SL Green Realty Corp., New York City's largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of June 30, 2014, SL Green held interests in 94 Manhattan buildings totaling 44.9 million square feet. This included ownership interests in 28.0 million square feet of commercial buildings and debt and preferred equity investments secured by 16.9 million square feet of buildings. In addition to its Manhattan investments, SL Green held ownership interests in 35 suburban buildings totaling 5.9 million square feet in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey. For more information, please visit: http://slgreen.com/

Forward-looking Statement

This press release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

SLG-LEAS

SL Green Realty Corp.

Steven Durels, 212-216-1617

Exec VP

Director of Leasing and Real Property

or

Rubenstein Associates

Melanie Keenan, 212-843-8092

mkeenan@rubenstein.com

Source: SL Green Realty Corp


McKesson Corporation to Present at the 2014 Credit Suisse Healthcare Conference Oct 21, 2014 04:10PM

SAN FRANCISCO--(BUSINESS WIRE)-- McKesson Corporation (NYSE: MCK) today announced that John Hammergren, chairman and chief executive officer, will present at the 2014 Credit Suisse Healthcare Conference in Phoenix at 9:00 a.m. MT on Tuesday, November 11, 2014. Audio webcasts will be available live and archived on the company’s Investor Relations website at http://investor.mckesson.com. A complete listing of upcoming events for the investment community is available on the company’s Investor Relations website.

About McKesson

McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of healthcare run better. We partner with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more information, visit http://www.mckesson.com

McKesson Corporation

Erin Lampert, 415-983-8391 (Investors and Financial Media)

Erin.Lampert@McKesson.com

Source: McKesson Corporation


CN reports Q3-2014 net income of C$853 million, up 21 per cent from year-earlier net income of C$705 million Oct 21, 2014 04:08PM

Q3-2014 diluted earnings per share (EPS) of C$1.04 increased 21 per cent over adjusted diluted Q3-2013 EPS of C$0.86 (1)

CN generated record quarterly revenues and improved operating ratio to 58.8 per cent

MONTREAL, Oct. 21, 2014 /CNW Telbec/ - CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the third quarter and nine-month period ended Sept. 30, 2014.

Third-quarter and nine-month 2014 financial highlights

  • Net income was C$853 million, or C$1.04 per diluted share, compared with net income of C$705 million, or C$0.84 per diluted share, for the year-earlier quarter. The Q3-2013 results included a C$19-million (C$0.02 per diluted share) income tax expense resulting from the enactment of higher provincial corporate income tax rates.
  • Excluding the above Q3-2013 income tax expense, Q3-2014 diluted EPS of C$1.04 increased 21 per cent over last year's adjusted diluted EPS of C$0.86. (1)
  • Operating income for the third quarter of 2014 increased 19 per cent to C$1,286 million.
  • Third-quarter 2014 revenues and carloadings set all-time quarterly records, with revenues rising 16 per cent to C$3,118 million and carloadings increasing 11 per cent to 1,475 thousand. Revenue ton-miles grew by 13 per cent.
  • CN's operating ratio for Q3-2014 improved by one point to 58.8 per cent from 59.8 per cent for the year-earlier quarter. ¬†
  • Free cash flow for the first nine months of 2014 was C$2,045 million, up from C$1,307 million for the comparable period of 2013. (1)

Claude Mongeau, president and chief executive officer, said: "CN delivered outstanding third-quarter financial results while improving customer service levels and maintaining industry-leading operating efficiencies. Solid execution by our team of railroaders enabled us to accommodate the significantly higher freight volume generated by a record Canadian grain crop, strong energy markets, and new business, particularly in intermodal and automotive.

"The results underscore CN's commitment to investing ahead of the curve in resources and rail infrastructure and playing our role as a true backbone of the economy."

Foreign currency impact on resultsAlthough CN reports its earnings in Canadian dollars, a large portion of its revenues and expenses is denominated in U.S. dollars. As such, the Company's results are affected by exchange-rate fluctuations. On a constant currency basis that excludes the impact of fluctuations in foreign currency exchange rates, CN's third-quarter 2014 net income would have been lower by C$22 million, or C$0.03 per diluted share. (1)

Third-quarter 2014 revenues, traffic volumes and expensesRevenues for the third quarter of 2014 increased by 16 per cent to an all-time quarterly high of C$3,118 million. Revenues increased for grain and fertilizers (29 per cent), petroleum and chemicals (21 per cent), metals and minerals (17 per cent), automotive (17 per cent), intermodal (14 per cent), and forest products (eight per cent). Coal revenues declined by three per cent.  

The increase in revenues was mainly attributable to higher freight volumes due to a record Canadian grain crop, strong energy markets, particularly crude oil and frac sand, new intermodal business including temporary diversions from U.S. west coast ports, as well as new automotive business; the positive translation impact of the weaker Canadian dollar on U.S.-dollar-denominated revenues; and freight rate increases.

Carloadings for the third quarter rose 11 per cent to 1,475 thousand, an all-time record quarterly performance.

Revenue ton-miles, measuring the relative weight and distance of rail freight transported by CN, increased by 13 per cent over the year-earlier quarter. Rail freight revenue per revenue ton-mile, a measurement of yield defined as revenue earned on the movement of a ton of freight over one mile, increased by two per cent over the year-earlier period, driven by the positive translation impact of the weaker Canadian dollar and freight rate increases, partly offset by an increase in the average length of haul.

Operating expenses for the quarter increased by 14 per cent to C$1,832 million. The increase was mainly attributable to increased purchased services and material expense, increased labor and fringe benefits expense, the negative translation impact of a weaker Canadian dollar on U.S.-dollar-denominated expenses and higher fuel costs.

Forward-Looking Statements (2)Certain information included in this news release constitutes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws. CN cautions that, by their nature, these forward-looking statements involve risks, uncertainties and assumptions. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company or the rail industry to be materially different from the outlook or any future results or performance implied by such statements. To the extent that CN has provided guidance that are non-GAAP financial measures, the Company may not be able to provide a reconciliation to the GAAP measures, due to unknown variables and uncertainty related to future results. Key assumptions used in determining forward-looking information are set forth below.

Financial outlook and 2014 key assumptions CN maintains the 2014 financial outlook it issued on July 21, 2014. The Company expects to deliver solid double-digit EPS growth in 2014 over adjusted diluted 2013 EPS of C$3.06, and to generate free cash flow in the range of C$1.8 billion to C$2 billion, excluding major asset sales.

CN has made a number of economic and market assumptions in preparing its 2014 outlook. The Company is forecasting that North American industrial production for the year will increase by about three to four percent, and that U.S. housing starts will be in the range of one million units. CN is also assuming U.S. motor vehicles sales will be approximately 16 million units. In addition, CN is assuming the 2014/2015 grain crop in Canada will be in-line with the five-year average, and is now assuming the 2014/2015 grain crop in the U.S. will be above the five-year average. With these assumptions, CN assumes mid to high single-digit carload growth along with continued pricing improvement above inflation. CN also assumes that the value of the Canadian dollar in U.S. currency will be in the range of $0.90 to $0.95 and the price of crude oil (West Texas Intermediate) to be in the range of US$95-$105 per barrel on average for the full-year 2014. In 2014, CN plans to invest approximately C$2.25 billion in its capital program, of which approximately C$1.2 billion is targeted toward maintaining the safety and integrity of the network, particularly track infrastructure. The capital program also includes funds for projects supporting growth and productivity.

Important risk factors that could affect the forward-looking statements include, but are not limited to, the effects of general economic and business conditions, 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, various events which could disrupt operations, including natural events such as severe weather, droughts, floods and earthquakes, labor negotiations and disruptions, environmental claims, uncertainties of investigations, proceedings or other types of claims and litigation, risks and liabilities arising from derailments, and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should be made to "Management's Discussion and Analysis" in CN's annual and interim reports, Annual Information Form and Form 40-F filed with Canadian and U.S. securities regulators, available on CN's website, for a summary of major risk factors.

CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable Canadian 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 statement.

  1. See discussion and reconciliation of non-GAAP adjusted performance measures in the attached supplementary schedule, Non-GAAP Measures.
  2. See Forward-Looking statements for a summary of the key assumptions and risks regarding CN's 2014 outlook.

CN is a true backbone of the economy, transporting approximately C$250 billion worth of goods annually for a wide range of business sectors, ranging from resource products to manufactured products to consumer goods, across a rail network spanning Canada and mid-America. CN ‚Äď Canadian National Railway Company, along with its operating railway subsidiaries -- serves the cities and ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile, Ala., and the metropolitan areas of Toronto, Edmonton, Winnipeg, Calgary, Chicago, Memphis, Detroit, Duluth, Minn./Superior, Wis., and Jackson, Miss., with connections to all points in North America. For more information on CN, visit the company's website at www.cn.ca.

 

Consolidated Statement of Income - unaudited

Three months ended

Nine months ended

September 30

September 30

In millions, except per share data

2014

2013

2014

2013

Revenues

$

3,118

$

2,698

$

8,927

$

7,830

Operating expenses

Labor and fringe benefits

580

521

1,727

1,588

Purchased services and material

378

318

1,156

987

Fuel

446

390

1,398

1,197

Depreciation and amortization 

258

241

771

726

Equipment rents

83

68

244

204

Casualty and other

87

76

267

222

Total operating expenses

1,832

1,614

5,563

4,924

Operating income

1,286

1,084

3,364

2,906

Interest expense

(94)

(89)

(277)

(266)

Other income (loss) (Note 3)

(2)

5

94

75

Income before income taxes

1,190

1,000

3,181

2,715

Income tax expense (Note 7)

(337)

(295)

(858)

(738)

Net income

$

853

$

705

$

2,323

$

1,977

Earnings per share (Note 10)

Basic

$

1.04

$

0.84

$

2.83

$

2.34

Diluted

$

1.04

$

0.84

$

2.81

$

2.33

Weighted-average number of shares (Note 10)

Basic

817.0

839.3

822.2

846.2

Diluted

820.9

842.2

825.8

849.2

See accompanying notes to unaudited consolidated financial statements.

Consolidated Statement of Comprehensive Income - unaudited

Three months ended

Nine months ended

September 30

September 30

In millions

2014

2013

2014

2013

Net income

$

853

$

705

$

2,323

$

1,977

Other comprehensive income (loss) (Note 11)

Net gain (loss) on foreign currency translation

44

(11)

39

24

Net change in pension and other postretirement benefit plans

32

57

95

173

Amortization of gain on treasury lock

(1)

-

(1)

-

Other comprehensive income before income taxes

75

46

133

197

Income tax recovery (expense)

32

(32)

18

(20)

Other comprehensive income

107

14

151

177

Comprehensive income

$

960

$

719

$

2,474

$

2,154

See accompanying notes to unaudited consolidated financial statements.

Consolidated Balance Sheet - unaudited

September 30

December 31

September 30

In millions

2014

2013

2013

Assets

Current assets

Cash and cash equivalents

$

176

$

214

$

182

Restricted cash and cash equivalents (Note 4)

467

448

529

Accounts receivable (Note 4)

939

815

868

Material and supplies

372

274

317

Deferred and receivable income taxes

72

137

74

Other

82

89

67

Total current assets

2,108

1,977

2,037

Properties 

27,410

26,227

25,383

Intangible and other assets

2,155

1,959

377

Total assets

$

31,673

$

30,163

$

27,797

Liabilities and shareholders' equity

Current liabilities

Accounts payable and other

$

1,718

$

1,477

$

1,499

Current portion of long-term debt (Note 4)

485

1,021

1,488

Total current liabilities

2,203

2,498

2,987

Deferred income taxes 

6,920

6,537

5,884

Pension and other postretirement benefits, net of current portion

554

541

589

Other liabilities and deferred credits

893

815

760

Long-term debt

7,356

6,819

6,010

Shareholders' equity

Common shares

3,965

4,015

4,036

Accumulated other comprehensive loss (Note 11)

(1,699)

(1,850)

(3,080)

Retained earnings

11,481

10,788

10,611

Total shareholders' equity

13,747

12,953

11,567

Total liabilities and shareholders' equity

$

31,673

$

30,163

$

27,797

See accompanying notes to unaudited consolidated financial statements.

Consolidated Statement of Changes in Shareholders' Equity - unaudited

Three months ended

Nine months ended

September 30

September 30

In millions

2014

2013

2014

2013

Common shares (1)

Balance, beginning of period

$

3,975

$

4,063

$

4,015

$

4,108

Stock options exercised and other

13

8

31

35

Share repurchase programs (Note 4)

(23)

(35)

(81)

(107)

Balance, end of period

$

3,965

$

4,036

$

3,965

$

4,036

Accumulated other comprehensive loss (Note 11)

Balance, beginning of period

$

(1,806)

$

(3,094)

$

(1,850)

$

(3,257)

Other comprehensive income

107

14

151

177

Balance, end of period

$

(1,699)

$

(3,080)

$

(1,699)

$

(3,080)

Retained earnings

Balance, beginning of period

$

11,174

$

10,416

$

10,788

$

10,167

Net income

853

705

2,323

1,977

Share repurchase programs (Note 4)

(342)

(330)

(1,014)

(988)

Dividends

(204)

(180)

(616)

(545)

Balance, end of period

$

11,481

$

10,611

$

11,481

$

10,611

See accompanying notes to unaudited consolidated financial statements.

(1)

During the three and nine months ended September 30, 2014, the Company issued 0.4 million and 0.9 million common shares, respectively, as a result of stock options exercised and repurchased 4.9 million and 16.8 million common shares, respectively, under its current share repurchase program. At September 30, 2014, the Company had 814.7 million common shares outstanding.

During the three and nine months ended September 30, 2013, the Company issued 0.1 million and 1.2 million common shares, respectively, as a result of stock options exercised and repurchased 7.1 million and 22.1 million common shares, respectively, under its previous share repurchase program. At September 30, 2013, the Company had 835.9 million common shares outstanding.

Consolidated Statement of Cash Flows - unaudited

Three months ended

Nine months ended

September 30

September 30

In millions

2014

2013

2014

2013

Operating activities

Net income

$

853

$

705

$

2,323

$

1,977

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

258

241

771

726

Deferred income taxes

67

13

215

169

Gain on disposal of property (Note 3)

-

-

(80)

(69)

Changes in operating assets and liabilities:

Accounts receivable

26

(3)

(73)

(23)

Material and supplies

(11)

11

(92)

(84)

Accounts payable and other

100

57

196

(146)

Other current assets

13

17

24

28

Pensions and other, net

22

25

(38)

(128)

Net cash provided by operating activities

1,328

1,066

3,246

2,450

Investing activities

Property additions

(620)

(539)

(1,350)

(1,185)

Disposal of property (Note 3)

76

-

173

52

Change in restricted cash and cash equivalents

1

(32)

(19)

(8)

Other, net

(9)

(8)

(24)

(10)

Net cash used in investing activities

(552)

(579)

(1,220)

(1,151)

Financing activities

Issuance of debt, excluding commercial paper (Note 4)

-

210

347

715

Repayment of debt, excluding commercial paper

(222)

(104)

(795)

(1,000)

Net issuance of commercial paper

64

58

73

609

Issuance of common shares due to exercise of stock options

and related excesstax benefits realized

11

5

24

28

Repurchase of common shares (Note 4)

(383)

(383)

(1,095)

(1,095)

Dividends paid

(204)

(180)

(616)

(545)

Net cash used in financing activities

(734)

(394)

(2,062)

(1,288)

Effect of foreign exchange fluctuations on USdollar-denominated cash and cash equivalents

7

2

(2)

16

Net increase (decrease) in cash and cash equivalents

49

95

(38)

27

Cash and cash equivalents, beginning of period

127

87

214

155

Cash and cash equivalents, end of period

$

176

$

182

$

176

$

182

Supplemental cash flow information

Net cash receipts from customers and other

$

3,213

$

2,633

$

8,945

$

7,798

Net cash payments for:

Employee services, suppliers and other expenses

(1,561)

(1,256)

(4,757)

(4,169)

Interest

(87)

(85)

(297)

(259)

Personal injury and other claims

(14)

(16)

(38)

(44)

Pensions (Note 6)

(6)

(11)

(106)

(221)

Income taxes

(217)

(199)

(501)

(655)

Net cash provided by operating activities

$

1,328

$

1,066

$

3,246

$

2,450

See accompanying notes to unaudited consolidated financial statements.

Notes to Unaudited Consolidated Financial Statements

1 - Basis of presentationIn management's opinion, the accompanying unaudited Interim Consolidated Financial Statements and Notes thereto, expressed in Canadian dollars, and prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial statements, contain all adjustments (consisting of normal recurring accruals) necessary to present fairly Canadian National Railway Company's ("CN" or the "Company") financial position as at September 30, 2014, December 31, 2013 and September 30, 2013, and its results of operations, changes in shareholders' equity and cash flows for the three and nine months ended September 30, 2014 and 2013.

To be consistent with the basis of presentation used in preparing the Company's 2013 Annual Consolidated Financial Statements, these unaudited Interim Consolidated Financial Statements and Notes thereto reflect the fourth quarter 2013 common stock split and net basis disclosure of commercial paper as described below.

On October 22, 2013, the Board of Directors of the Company approved a two-for-one common stock split in the form of a stock dividend of one additional common share of CN for each share outstanding, paid on November 29, 2013 to shareholders of record on November 15, 2013. At the effective date of the stock split, all equity-based benefit plans and share repurchase programs were adjusted to reflect the issuance of such additional shares. All share and per share data presented herein reflect the impact of the stock split.

Beginning with the fourth quarter of 2013, the Company revised the Consolidated Statement of Cash Flows to present on a net basis the issuances and repayments of commercial paper, all of which have a maturity of less than 90 days and which were previously reported on a gross basis.

These unaudited Interim Consolidated Financial Statements and Notes thereto have been prepared using accounting policies consistent with those used in preparing the Company's 2013 Annual Consolidated Financial Statements. While management believes that the disclosures presented are adequate to make the information not misleading, these unaudited Interim Consolidated Financial Statements and Notes thereto should be read in conjunction with the Company's 2013 Annual Consolidated Financial Statements and Notes thereto.

2 - Recent accounting pronouncementOn May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which establishes principles for reporting the nature, amount, timing and uncertainty of revenues and cash flows arising from an entity's contracts with customers. The core principle of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual and interim reporting periods beginning after December 15, 2016 and will replace most existing revenue recognition guidance within U.S. GAAP. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its Consolidated Financial Statements, related disclosures, as well as which transition method to apply.

3 - Disposal of property2014GuelphOn September 4, 2014, the Company closed a transaction with Metrolinx to sell a segment of the Guelph subdivision located between Georgetown and Kitchener, Ontario, together with the rail fixtures and certain passenger agreements (collectively the "Guelph"), for cash proceeds of $76 million before transaction costs. The Company did not meet all the conditions to record the sale under the full accrual method for real estate transactions as it continues to have substantial continuing involvement on the Guelph. The sale is expected to be recognized in 2018, when the Company will have relinquished substantially all of the risks and rewards of ownership on the Guelph.

Deux-MontagnesOn February 28, 2014, the Company closed a transaction with Agence Métropolitaine de Transport to sell the Deux-Montagnes subdivision between Saint-Eustache and Montreal, Quebec, including the Mont-Royal tunnel, together with the rail fixtures (collectively the "Deux-Montagnes"), for cash proceeds of $97 million before transaction costs. Under the agreement, the Company obtained the perpetual right to operate freight trains over the Deux-Montagnes at its then current level of operating activity, with the possibility of increasing its operating activity for additional consideration. The transaction resulted in a gain on disposal of $80 million ($72 million after-tax) that was recorded in Other income under the full accrual method of accounting for real estate transactions.

2013Exchange of easementsOn June 8, 2013, the Company entered into an agreement with another Class I railroad to exchange perpetual railroad operating easements including the track and roadway assets on specific rail lines (collectively the "exchange of easements") without monetary consideration. The Company has accounted for the exchange of easements at fair value pursuant to FASB Accounting Standards Codification (ASC) 845, Nonmonetary Transactions. The transaction resulted in a gain on exchange of easements of $29 million ($18 million after-tax) that was recorded in Other income.

Lakeshore WestOn March 19, 2013, the Company entered into an agreement with Metrolinx to sell a segment of the Oakville subdivision in Oakville and Burlington, Ontario, together with the rail fixtures and certain passenger agreements (collectively the "Lakeshore West"), for cash proceeds of $52 million before transaction costs. Under the agreement, the Company obtained the perpetual right to operate freight trains over the Lakeshore West at its then current level of operating activity, with the possibility of increasing its operating activity for additional consideration. The transaction resulted in a gain on disposal of $40 million ($36 million after-tax) that was recorded in Other income under the full accrual method of accounting for real estate transactions.

4 - Financing activitiesShelf prospectus and registration statementOn February 11, 2014, under its current shelf prospectus and registration statement which expires January 2016, the Company issued $250 million 2.75% Notes due 2021 in the Canadian capital markets, which resulted in net proceeds of $247 million, intended for general corporate purposes, including the redemption and refinancing of outstanding indebtedness and share repurchases.

Revolving credit facilityThe Company has an $800 million revolving credit facility agreement with a consortium of lenders. The agreement, which contains customary terms and conditions, allows for an increase in the facility amount, up to a maximum of $1.3 billion, as well as the option to extend the term by an additional year at each anniversary date, subject to the consent of individual lenders. The Company exercised such option and on March 14, 2014, the expiry date of the agreement was extended by one year to May 5, 2019. The Company plans to use the credit facility for working capital and general corporate purposes, including backstopping its commercial paper program. As at September 30, 2014 and December 31, 2013, the Company had no outstanding borrowings under its revolving credit facility and there were no draws during the nine months ended September 30, 2014.

Commercial paperThe Company has a commercial paper program, which is backed by its revolving credit facility, enabling it to issue commercial paper up to a maximum aggregate principal amount of $800 million, or the US dollar equivalent. As at September 30, 2014, the Company had total borrowings of $350 million ($273 million as at December 31, 2013) presented in Current portion of long-term debt on the Consolidated Balance Sheet at a weighted-average interest rate of 1.12% (1.14% as at December 31, 2013).

Accounts receivable securitization programThe Company has an agreement to sell an undivided co-ownership interest in a revolving pool of accounts receivable to unrelated trusts for maximum cash proceeds of $450 million. On July 23, 2014, the expiry date of the agreement was extended by one year to February 1, 2017.

The Company accounts for the proceeds of its accounts receivable securitization program as a secured borrowing under ASC 860, Transfers and Servicing. As such, as at September 30, 2014, the Company recorded $50 million ($250 million as at December 31, 2013) of proceeds received under the accounts receivable securitization program in the Current portion of long-term debt on the Consolidated Balance Sheet at a weighted-average interest rate of 1.23% (1.18% as at December 31, 2013) which is secured by and limited to $56 million ($281 million as at December 31, 2013) of accounts receivable.

Bilateral letter of credit facilities and Restricted cash and cash equivalentsThe Company has a series of bilateral letter of credit facility agreements with various banks to support its requirements to post letters of credit in the ordinary course of business. On March 14, 2014, the expiry date of these agreements was extended by one year to April 28, 2017. Under these agreements, the Company has the option from time to time to pledge collateral in the form of cash or cash equivalents, for a minimum term of one month, equal to at least the face value of the letters of credit issued. As at September 30, 2014, the Company had letters of credit drawn of $493 million ($481 million as at December 31, 2013) from a total committed amount of $514 million ($503 million as at December 31, 2013) by the various banks. As at September 30, 2014, cash and cash equivalents of $467 million ($448 million as at December 31, 2013) were pledged as collateral and recorded as Restricted cash and cash equivalents on the Consolidated Balance Sheet.

Share repurchase programsOn October 22, 2013, the Board of Directors of the Company had approved a share repurchase program which allowed for the repurchase of up to 30.0 million common shares between October 29, 2013 and October 23, 2014, pursuant to a normal course issuer bid at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. The Company repurchased a total of 22.3 million common shares for $1.4 billion under this share repurchase program.

The following table provides the information related to the share repurchase programs for the three and nine months ended September 30, 2014 and 2013:

Three months ended September 30

Nine months ended September 30

In millions, except per share data

2014

2013

2014

2013

Number of common shares repurchased (1)

4.9

7.1

16.8

22.1

Weighted-average price per share (2)

$

75.55

$

51.17

$

65.40

$

49.51

Amount of repurchase

$

365

$

365

$

1,095

$

1,095

(1)

 Includes common shares purchased in the first quarters of 2014 and 2013 pursuant to private agreements between the Company and arm's length third-party sellers.

(2)

 Includes brokerage fees.

See Note 12 ‚Äď Subsequent event for additional information on the Company's new share repurchase program approved on October 21, 2014.

5 - Stock plansThe Company has various stock-based incentive plans for eligible employees. A description of the Company's major plans is provided in Note 10 ‚Äď Stock plans to the Company's 2013 Annual Consolidated Financial Statements. The following table provides total stock-based compensation expense for awards under all plans, as well as the related tax benefit recognized in income, for the three and nine months ended September 30, 2014 and 2013:

Three months ended September 30

Nine months ended September 30

In millions

2014

2013

2014

2013

Cash settled awards

Share Unit Plan (1)

$

40

$

17

$

85

$

38

Voluntary Incentive Deferral Plan (VIDP)

19

4

40

17

Total cash settled awards

59

21

125

55

Stock option awards

2

3

7

7

Total stock-based compensation expense

$

61

$

24

$

132

$

62

Tax benefit recognized in income

$

16

$

7

$

35

$

15

(1)

The nine months ended September 30, 2013 includes the reversal of approximately $20 million of stock-based compensation expense related to the forfeiture of performance share units by former executives.

Cash settled awardsShare Unit PlanFollowing approval by the Board of Directors in January 2014, the Company granted 0.8 million performance share units (PSUs), previously known as restricted share units to designated management employees entitling them to receive payout in cash based on the Company's share price. The PSUs granted are generally scheduled for payout after three years ("plan period") and vest conditionally upon the attainment of a target relating to return on invested capital over the plan period.

Payout is conditional upon the attainment of a minimum share price calculated using the average of the last three months of the plan period. In addition, commencing at various dates, for senior and executive management employees ("executive employees"), payout on PSUs is also conditional on compliance with the conditions of their benefit plans or award agreements, including but not limited to non-compete, non-solicitation, and non-disclosure of confidential information conditions. Current or former executive employees who breach such conditions of their benefit plans or award agreements will forfeit the PSU payout. Should the Company reasonably determine that a current or former executive employee may have violated the conditions of their benefit plans or award agreements; the Company may at its discretion change the manner of vesting of the PSUs to suspend payout on any PSUs pending resolution of such matter.

The following table provides the 2014 activity for all cash settled awards:

PSUs

VIDP

In millions

Nonvested

Vested

Nonvested

Vested

Outstanding at December 31, 2013

1.7

0.9

-

2.3

Granted (Payout)

0.8

(0.9)

-

(0.1)

Outstanding at September 30, 2014

2.5

-

-

2.2

The following table provides valuation and expense information for all cash settled awards:

In millions, unless otherwise indicated

PSUs (1)

VIDP (2)

Total

Year of grant

2014

2013

2012

2011

2010

2009

Stock-based compensation expense (recovery) recognized over requisite service period

Nine months ended September 30, 2014

$

22

$

30

$

35

$

(2)

$

-

$

-

$

40

$

125

Nine months ended September 30, 2013 (3)

N/A

$

12

$

22

$

17

$

(4)

$

(9)

$

17

$

55

Liability outstanding

September 30, 2014

$

23

$

65

$

96

$

-

$

-

$

-

$

178

$

362

December 31, 2013

N/A

$

34

$

61

$

80

$

-

$

-

$

145

$

320

Fair value per unit

September 30, 2014 ($)

$

71.29

$

78.27

$

79.26

N/A

N/A

N/A

$

79.51

N/A

Fair value of awards vested during the period

Nine months ended September 30, 2014

$

-

$

-

$

-

$

-

N/A

N/A

$

1

$

1

Nine months ended September 30, 2013

N/A

$

-

$

-

$

-

$

-

N/A

$

1

$

1

Nonvested awards at September 30, 2014

Unrecognized compensation cost

$

30

$

23

$

5

$

-

N/A

N/A

$

2

$

60

Remaining recognition period (years)

2.3

1.3

0.3

N/A

N/A

N/A

N/A (4)

N/A

Assumptions (5)

Stock price ($)

$

79.51

$

79.51

$

79.51

N/A

N/A

N/A

$

79.51

N/A

Expected stock price volatility (6)

14%

13%

13%

N/A

N/A

N/A

N/A

N/A

Expected term (years) (7)

2.3

1.3

0.3

N/A

N/A

N/A

N/A

N/A

Risk-free interest rate (8)

1.13%

1.03%

0.92%

N/A

N/A

N/A

N/A

N/A

Dividend rate ($) (9)

$

1.00

$

1.00

$

1.00

N/A

N/A

N/A

N/A

N/A

(1)

Compensation cost is based on the fair value of the awards at period-end using the lattice-based valuation model that uses the assumptions as presented herein.

(2)

Compensation cost is based on intrinsic value.

(3)

Includes the reversal of approximately $20 million of stock-based compensation expense related to the forfeiture of PSUs by former executives.

(4)

The remaining recognition period has not been quantified as it relates solely to the 25% Company grant and the dividends earned thereon, representing a minimal number of units.

(5)

Assumptions used to determine fair value are at September 30, 2014.

(6)

Based on the historical volatility of the Company's stock over a period commensurate with the expected term of the award.

(7)

Represents the remaining period of time that awards are expected to be outstanding.

(8)

Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards.

(9)

Based on the annualized dividend rate.

Stock option awardsFollowing approval by the Board of Directors in January 2014, the Company granted 1.0 million conventional stock options to designated senior management employees. The stock option plan allows eligible employees to acquire common shares of the Company upon vesting at a price equal to the market value of the common shares at the date of grant. The options issued by the Company are conventional options that vest over a period of time. The right to exercise options generally accrues over a period of four years of continuous employment. Options are not generally exercisable during the first 12 months after the date of grant and expire after 10 years. At September 30, 2014, 19.2 million common shares remained authorized for future issuances under this plan. The total number of options outstanding at September 30, 2014 was 7.8 million.

The following table provides the activity of stock option awards during 2014, and for options outstanding and exercisable at September 30, 2014, the weighted-average exercise price and the weighted-average years to expiration. The table also provides the aggregate intrinsic value for in-the-money stock options, which represents the value that would have been received by option holders had they exercised their options on September 30, 2014 at the Company's closing stock price of $79.51 on the Toronto Stock Exchange.

Options outstanding

Number

Weighted-average

Weighted-average

Aggregate

of options

exercise price

years to expiration

intrinsic value

In millions

In millions

Outstanding at December 31, 2013 (1)

7.7

$

30.97

Granted

1.0

$

58.74

Exercised

(0.9)

$

23.17

Outstanding at September 30, 2014 (1)

7.8

$

36.19

5.8

$

335

Exercisable at September 30, 2014 (1)

5.2

$

29.40

4.6

$

262

(1)

Stock options with a US dollar exercise price have been translated to Canadian dollars using the foreign exchange rate in effect at the balance sheet date.

The following table provides valuation and expense information for all stock option awards:

In millions, unless otherwise indicated

Year of grant

2014

2013

2012

2011

2010

2009

Total

Stock-based compensation expense recognized over requisite service period (1)

Nine months ended September 30, 2014

$

4

$

1

$

1

$

1

$

-

$

-

$

7

Nine months ended September 30, 2013

N/A

$

4

$

1

$

1

$

1

$

-

$

7

Fair value per unit

At grant date ($)

$

11.09

$

8.52

$

7.74

$

7.83

$

6.55

$

6.30

N/A

Fair value of awards vested during the period

Nine months ended September 30, 2014

$

-

$

2

$

2

$

3

$

2

$

-

$

9

Nine months ended September 30, 2013

N/A

$

-

$

2

$

3

$

2

$

4

$

11

Nonvested awards at September 30, 2014

Unrecognized compensation cost

$

5

$

2

$

1

$

1

$

-

$

-

$

9

Remaining recognition period (years)

3.3

2.3

1.3

0.3

-

-

N/A

Assumptions

Grant price ($)

$

58.74

$

47.47

$

38.35

$

34.47

$

27.38

$

21.07

N/A

Expected stock price volatility (2)

23%

23%

26%

26%

28%

39%

N/A

Expected term (years) (3)

5.4

5.4

5.4

5.3

5.4

5.3

N/A

Risk-free interest rate (4)

1.51%

1.41%

1.33%

2.53%

2.44%

1.97%

N/A

Dividend rate ($) (5)

$

1.00

$

0.86

$

0.75

$

0.65

$

0.54

$

0.51

N/A

(1)

Compensation cost is based on the grant date fair value using the Black-Scholes option-pricing model that uses the assumptions at the grant date.

(2)

Based on the average of the historical volatility of the Company's stock over a period commensurate with the expected term of the award and the implied volatility from traded options on the Company's stock.

(3)

Represents the period of time that awards are expected to be outstanding. The Company uses historical data to estimate option exercise and employee termination, and groups of employees that have similar historical exercise behavior are considered separately.

(4)

Based on the implied yield available on zero-coupon government issues with an equivalent term commensurate with the expected term of the awards.

(5)

Based on the annualized dividend rate.

6 - Pensions and other postretirement benefitsThe Company has various retirement benefit plans under which substantially all of its employees are entitled to benefits at retirement age, generally based on compensation and length of service and/or contributions. Senior and executive management employees ("executive employees") subject to certain minimum service and age requirements, are also eligible for an additional retirement benefit under their Special Retirement Stipend Agreements (SRS), the Supplemental Executive Retirement Plan (SERP) or the Defined Contribution Supplemental Executive Retirement Plan (DC SERP). Current or former executive employees who breach the non-compete, non-solicitation and non-disclosure of confidential information conditions of the SRS, SERP or DC SERP plans will forfeit the retirement benefit under these plans. Should the Company reasonably determine that a current or former executive employee may have violated the conditions of their SRS, SERP, or DC SERP plan, the Company may at its discretion withhold or suspend payout of the retirement benefit pending resolution of such matter.

For the three and nine months ended September 30, 2014 and 2013, the components of net periodic benefit cost (income) for pensions and other postretirement benefits were as follows:

Components of net periodic benefit cost (income) for pensions

Three months ended September 30

Nine months ended September 30

In millions

2014

2013

2014

2013

Service cost

$

33

$

39

$

99

$

117

Interest cost

178

165

533

494

Settlement gain

-

-

-

(1)

Expected return on plan assets

(245)

(240)

(734)

(719)

Amortization of prior service cost

1

1

3

3

Amortization of net actuarial loss

31

57

93

170

Net periodic benefit cost (income)

$

(2)

$

22

$

(6)

$

64

Components of net periodic benefit cost for other postretirement benefits

Three months ended September 30

Nine months ended September 30

In millions

2014

2013

2014

2013

Service cost

$

1

$

1

$

2

$

2

Interest cost

2

3

8

8

Amortization of prior service cost

1

-

2

1

Amortization of net actuarial gain

(1)

(1)

(3)

(1)

Net periodic benefit cost

$

3

$

3

$

9

$

10

Company contributions to its various pension plans are made in accordance with the applicable legislation in Canada and the United States (U.S.) and are determined by actuarial valuations. Actuarial valuations are generally required on an annual basis both in Canada and the U.S. The latest actuarial valuations for funding purposes for the Company's Canadian pension plans, based on a valuation date of December 31, 2013, were filed in June 2014 and identified a going-concern surplus of approximately $1.6 billion and a solvency deficit of approximately $1.7 billion calculated using the three-year average of the Company's hypothetical wind-up ratio in accordance with the Pension Benefit Standards Regulations, 1985. Under Canadian legislation, the solvency deficit is required to be funded through special solvency payments, for which each annual amount is equal to one fifth of the solvency deficit, and is re-established at each valuation date.

Pension contributions made in the first nine months of 2014 and 2013 of $106 million and $221 million, respectively, mainly represent contributions to the Company's main pension plan, the CN Pension Plan. These pension contributions are for the current service cost as determined under the Company's current actuarial valuations for funding purposes. The Company expects to make total cash contributions in 2014 of approximately $130 million for all of the Company's pension plans. Voluntary contributions can be treated as a prepayment against the Company's required special solvency deficit payments. As at December 31, 2013, the Company had approximately $470 million of accumulated prepayments available to offset future required solvency deficit payments. The Company applied approximately $250 million of such prepayments during the first nine months of 2014 and will apply approximately $75 million for the remainder of the year.

Additional information relating to the pension plans is provided in Note 11 ‚Äď Pensions and other postretirement benefits to the Company's 2013 Annual Consolidated Financial Statements.

7 - Income taxesThe Company recorded income tax expense of $337 million and $858 million for the three and nine months ended September 30, 2014, respectively, compared to $295 million and $738 million, respectively, for the same periods in 2013.

Included in the 2014 figure was an income tax recovery of $18 million resulting from a change in estimate of the deferred income tax liability related to properties, which was recorded in the first quarter.

Included in the 2013 figures was a net income tax recovery of $7 million consisting of a $19 million and a $5 million income tax expense resulting from the enactment of higher provincial corporate income tax rates, which were recorded in the third and second quarter respectively; a $15 million income tax recovery resulting from the recognition of U.S. state income tax losses, which was recorded in the second quarter; and a $16 million income tax recovery resulting from a revision of the apportionment of U.S. state income taxes which was recorded in the first quarter.

8 - Major commitments and contingenciesCommitmentsAs at September 30, 2014, the Company had commitments to acquire railroad ties, rail, freight cars, locomotives, and other equipment and services, as well as outstanding information technology service contracts and licenses, at an aggregate cost of $966 million ($482 million as at December 31, 2013). The Company also has estimated remaining commitments of approximately $283 million (US$252 million), in relation to the U.S. federal government legislative requirement to implement Positive Train Control (PTC) by December 31, 2015.

In addition, the Company has estimated remaining commitments, through to December 31, 2016, of approximately $66 million (US$59 million), in relation to the acquisition of the principal lines of the former Elgin, Joliet and Eastern Railway Company. These commitments are for railroad infrastructure improvements, grade separation projects as well as commitments under a series of agreements with individual communities and a comprehensive voluntary mitigation program established to address surrounding municipalities' concerns.

The Company also has agreements with fuel suppliers which allow but do not require the Company to purchase approximately all of its estimated remaining 2014 volume, approximately 80% of its anticipated 2015 volume, 70% of its anticipated 2016 volume and 20% of its anticipated 2017 volume at market prices prevailing on the date of the purchase.

ContingenciesIn the normal course of business, the Company becomes involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on behalf of various purported classes of claimants and claims relating to employee and third-party personal injuries, occupational disease and property damage, arising out of harm to individuals or property allegedly caused by, but not limited to, derailments or other accidents.

CanadaEmployee injuries are governed by the workers' compensation legislation in each province whereby employees may be awarded either a lump sum or a future stream of payments depending on the nature and severity of the injury. As such, the provision for employee injury claims is discounted. In the provinces where the Company is self-insured, costs related to employee work-related injuries are accounted for based on actuarially developed estimates of the ultimate cost associated with such injuries, including compensation, health care and third-party administration costs. A comprehensive actuarial study is generally performed at least on a triennial basis. For all other legal actions, the Company maintains, and regularly updates on a case-by-case basis, provisions for such items when the expected loss is both probable and can be reasonably estimated based on currently available information.

United StatesPersonal injury claims by the Company's employees, including claims alleging occupational disease and work-related injuries, are subject to the provisions of the Federal Employers' Liability Act (FELA). Employees are compensated under FELA for damages assessed based on a finding of fault through the U.S. jury system or through individual settlements. As such, the provision is undiscounted. With limited exceptions where claims are evaluated on a case-by-case basis, the Company follows an actuarial-based approach and accrues the expected cost for personal injury, including asserted and unasserted occupational disease claims, and property damage claims, based on actuarial estimates of their ultimate cost. A comprehensive actuarial study is performed annually.

For employee work-related injuries, including asserted occupational disease claims, and third-party claims, including grade crossing, trespasser and property damage claims, the actuarial valuation considers, among other factors, the Company's historical patterns of claims filings and payments. For unasserted occupational disease claims, the actuarial study includes the projection of the Company's experience into the future considering the potentially exposed population. The Company adjusts its liability based upon management's assessment and the results of the study. On an ongoing basis, management reviews and compares the assumptions inherent in the latest actuarial study with the current claim experience and, if required, adjustments to the liability are recorded.

As at September 30, 2014, the Company had aggregate reserves for personal injury and other claims of $318 million, of which $49 million was recorded as a current liability ($316 million as at December 31, 2013, of which $45 million was recorded as a current liability).

Although the Company considers such provisions to be adequate for all its outstanding and pending claims, the final outcome with respect to actions outstanding or pending at September 30, 2014, or with respect to future claims, cannot be reasonably determined. When establishing provisions for contingent liabilities the Company considers, where a probable loss estimate cannot be made with reasonable certainty, a range of potential probable losses for each such matter, and records the amount it considers the most reasonable estimate within the range. However, when no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued. For matters where a loss is reasonably possible but not probable, a range of potential losses 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. Based on information currently available, the Company believes that the eventual outcome of the actions against the Company will not, individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position. However, due to the inherent inability to predict with certainty unforeseeable future developments, there can be no assurance that the ultimate resolution of these actions will not have a material adverse effect on the Company's results of operations, financial position or liquidity in a particular quarter or fiscal year.

Environmental mattersThe Company's operations are subject to numerous federal, provincial, state, municipal and local environmental laws and regulations in Canada and the U.S. concerning, among other things, emissions into the air; discharges into waters; the generation, handling, storage, transportation, treatment and disposal of waste, hazardous substances, and other materials; decommissioning of underground and aboveground storage tanks; and soil and groundwater contamination. A risk of environmental liability is inherent in railroad and related transportation operations; real estate ownership, operation or control; and other commercial activities of the Company with respect to both current and past operations.

Known existing environmental concernsThe Company has identified approximately 260 sites at which it is or may be liable for remediation costs, in some cases along with other potentially responsible parties, associated with alleged contamination and is subject to environmental clean-up and enforcement actions, including those imposed by the United States Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), also known as the Superfund law, or analogous state laws. CERCLA and similar state laws, in addition to other similar Canadian and U.S. laws, generally impose joint and several liability for clean-up and enforcement costs on current and former owners and operators of a site, as well as those whose waste is disposed of at the site, without regard to fault or the legality of the original conduct. The Company has been notified that it is a potentially responsible party for study and clean-up costs at approximately 10 sites governed by the Superfund law (and analogous state laws) for which investigation and remediation payments are or will be made or are yet to be determined and, in many instances, is one of several potentially responsible parties.

The ultimate cost of addressing these known contaminated sites cannot be definitely established given that the estimated environmental liability for any given site may vary depending on the nature and extent of the contamination; the nature of anticipated response actions, taking into account the available clean-up techniques; evolving regulatory standards governing environmental liability; and the number of potentially responsible parties and their financial viability. As a result, liabilities are recorded based on the results of a four-phase assessment conducted on a site-by-site basis. A liability is initially recorded when environmental assessments occur, remedial efforts are probable, and when the costs, based on a specific plan of action in terms of the technology to be used and the extent of the corrective action required, can be reasonably estimated. The Company estimates the costs related to a particular site using cost scenarios established by external consultants based on the extent of contamination and expected costs for remedial efforts. In the case of multiple parties, the Company accrues its allocable share of liability taking into account the Company's alleged responsibility, the number of potentially responsible parties and their ability to pay their respective share of the liability. Adjustments to initial estimates are recorded as additional information becomes available.

The Company's provision for specific environmental sites is undiscounted and includes costs for remediation and restoration of sites, as well as monitoring costs. Environmental expenses, which are classified as Casualty and other in the Consolidated Statement of Income, include amounts for newly identified sites or contaminants as well as adjustments to initial estimates. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.                             

As at September 30, 2014, the Company had aggregate accruals for environmental costs of $118 million, of which $43 million was recorded as a current liability ($119 million as at December 31, 2013, of which $41 million was recorded as a current liability). The Company anticipates that the majority of the liability at September 30, 2014 will be paid out over the next five years. However, some costs may be paid out over a longer period. Based on the information currently available, the Company considers its provisions to be adequate.

Unknown existing environmental concernsWhile the Company believes that it has identified the costs likely to be incurred for environmental matters in the next several years based on known information, the discovery of new facts, future changes in laws, the possibility of releases of hazardous materials into the environment and the Company's ongoing efforts to identify potential environmental liabilities that may be associated with its properties may result in the identification of additional environmental liabilities and related costs. The magnitude of such additional liabilities and the costs of complying with future environmental laws and containing or remediating contamination cannot be reasonably estimated due to many factors, including:

(a)

the lack of specific technical information available with respect to many sites;

(b)

the absence of any government authority, third-party orders, or claims with respect to particular sites;

(c)

the potential for new or changed laws and regulations and for development of new remediation technologies and uncertainty regarding the timing of the work with respect to particular sites; and

(d)

the determination of the Company's liability in proportion to other potentially responsible parties and the ability to recover costs from any third parties with respect to particular sites.

Therefore, the likelihood of any such costs being incurred or whether such costs would be material to the Company cannot be determined at this time. There can thus be no assurance that liabilities or costs related to environmental matters will not be incurred in the future, or will not have a material adverse effect on the Company's financial position or results of operations in a particular quarter or fiscal year, or that the Company's liquidity will not be adversely impacted by such liabilities or costs, although management believes, based on current information, that the costs to address environmental matters will not have a material adverse effect on the Company's financial position or liquidity. Costs related to any unknown existing or future contamination will be accrued in the period in which they become probable and reasonably estimable.

Guarantees and indemnificationsIn the normal course of business, the Company, including certain of its subsidiaries, enters into agreements that may involve providing guarantees or indemnifications to third parties and others, which may extend beyond the term of the agreements. These include, but are not limited to, residual value guarantees on operating leases, standby letters of credit, surety and other bonds, and indemnifications that are customary for the type of transaction or for the railway business.

The Company is required to recognize a liability for the fair value of the obligation undertaken in issuing certain guarantees on the date the guarantee is issued or modified. In addition, where the Company expects to make a payment in respect of a guarantee, a liability will be recognized to the extent that one has not yet been recognized.

Guarantee of residual values of operating leasesThe Company has guaranteed a portion of the residual values of certain of its assets under operating leases with expiry dates between 2014 and 2022, for the benefit of the lessor. If the fair value of the assets at the end of their respective lease term is less than the fair value, as estimated at the inception of the lease, then the Company must, under certain conditions, compensate the lessor for the shortfall. As at September 30, 2014, the maximum exposure in respect of these guarantees was $187 million. There are no recourse provisions to recover any amounts from third parties.

Other guaranteesAs at September 30, 2014, the Company, including certain of its subsidiaries, had granted $493 million of irrevocable standby letters of credit and $95 million of surety and other bonds, issued by highly rated financial institutions, to third parties to indemnify them in the event the Company does not perform its contractual obligations. As at September 30, 2014, the maximum potential liability under these guarantee instruments was $588 million, of which $525 million related to workers' compensation and other employee benefit liabilities and $63 million related to other liabilities. The letters of credit were drawn on the Company's bilateral letter of credit facilities. The Company had not recorded a liability as at September 30, 2014 with respect to these guarantee instruments as they related to the Company's future performance and the Company did not expect to make any payments under these guarantee instruments. The majority of the guarantee instruments mature at various dates between 2014 and 2016.

General indemnificationsIn the normal course of business, the Company has provided indemnifications, customary for the type of transaction or for the railway business, in various agreements with third parties, including indemnification provisions where the Company would be required to indemnify third parties and others. Indemnifications are found in various types of contracts with third parties which include, but are not limited to:

(a)

contracts granting the Company the right to use or enter upon property owned by third parties such as leases, easements, trackage rights and sidetrack agreements;

(b)

contracts granting rights to others to use the Company's property, such as leases, licenses and easements;

(c)

contracts for the sale of assets;

(d) 

contracts for the acquisition of services;

(e)

financing agreements;

(f) 

trust indentures, fiscal agency agreements, underwriting agreements or similar agreements relating to debt or equity securities of the Company and engagement agreements with financial advisors;

(g)

transfer agent and registrar agreements in respect of the Company's securities;

(h)

trust and other agreements relating to pension plans and other plans, including those establishing trust funds to secure payment to certain officers and senior employees of special retirement compensation arrangements;

(i)

pension transfer agreements;

(j) 

master agreements with financial institutions governing derivative transactions;

(k) 

settlement agreements with insurance companies or other third parties whereby such insurer or third-party has been indemnified for any present or future claims relating to insurance policies, incidents or events covered by the settlement agreements; and

(l) 

acquisition agreements.

To the extent of any actual claims under these agreements, the Company maintains provisions for such items, which it considers to be adequate. Due to the nature of the indemnification clauses, the maximum exposure for future payments may be material. However, such exposure cannot be reasonably determined.

During the period, the Company entered into various indemnification contracts with third parties for which the maximum exposure for future payments cannot be reasonably determined. As a result, no liability was recorded. There are no recourse provisions to recover any amounts from third parties.

9 - Financial instrumentsFor financial assets and liabilities measured at fair value on a recurring basis, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is believed to be consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1:

Quoted prices for identical instruments in active markets.

Level 2:

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:

Significant inputs to the valuation model are unobservable.

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which the carrying amounts are included in the Consolidated Balance Sheet under the following captions:

Cash and cash equivalents, Restricted cash and cash equivalents, Accounts receivable, Other current assets, Accounts payable and otherThe carrying amounts approximate fair value because of the short maturity of these instruments. Cash and cash equivalents and Restricted cash and cash equivalents include highly liquid investments purchased three months or less from maturity and are classified as Level 1. Accounts receivable, Other current assets, and Accounts payable and other are classified as Level 2 as they may not be priced using quoted prices, but rather determined from market observable information.

Intangible and other assetsIncluded in Intangible and other assets are equity investments for which the carrying value approximates the fair value, with the exception of certain cost investments for which the fair value is estimated based on the Company's proportionate share of the underlying net assets. Investments are classified as Level 3 as their fair value is based on significant unobservable inputs.

DebtThe fair value of the Company's debt is estimated based on the quoted market prices for the same or similar debt instruments, as well as discounted cash flows using current interest rates for debt with similar terms, company rating, and remaining maturity. The Company's debt is classified as Level 2.

The following table provides the carrying amounts and estimated fair values of the Company's financial instruments as at September 30, 2014 and December 31, 2013 for which the carrying values on the Consolidated Balance Sheet are different from their fair values:

In millions

September 30, 2014

December 31, 2013

Carrying

Fair

Carrying

Fair

amount

value

amount

value

Financial assets

Investments

$

58

$

175

$

57

$

164

Financial liabilities

Total debt

$

7,841

$

8,988

$

7,840

$

8,683

10 - Earnings per share

The following table provides a reconciliation between basic and diluted earnings per share:

Three months ended September 30

Nine months ended September 30

In millions, except per share data

2014

2013

2014

2013

Net income

$

853

$

705

$

2,323

$

1,977

Weighted-average shares outstanding

817.0

839.3

822.2

846.2

Effect of stock options

3.9

2.9

3.6

3.0

Weighted-average diluted shares outstanding

820.9

842.2

825.8

849.2

Basic earnings per share

$

1.04

$

0.84

$

2.83

$

2.34

Diluted earnings per share

$

1.04

$

0.84

$

2.81

$

2.33

Basic earnings per share are calculated based on the weighted-average number of common shares outstanding over each period. Diluted earnings per share are calculated based on the weighted-average diluted shares outstanding using the treasury stock method, which assumes that any proceeds received from the exercise of in-the-money stock options would be used to purchase common shares at the average market price for the period.

11 ‚Äď Accumulated other comprehensive loss

The components of Accumulated other comprehensive loss are as follows:

In millions

Foreign currency translation adjustments

        Pension and other postretirement benefit plans

Derivative instruments

Total  before tax

Income tax recovery (expense)

Total net of tax

Balance at June 30, 2014

$

(538)

$

(1,452)

$

8

$

(1,982)

$

176

$

(1,806)

Other comprehensive income (loss)

before reclassifications:

Unrealized foreign exchange gain ontranslation of net investment in foreign operations

349

349

-

349

Unrealized foreign exchange loss on translation of US dollar-denominated long-term debt designated as a hedge of the net investment in U.S. subsidiaries

(305)

(305)

41

(264)

Amounts reclassified from Accumulated

other comprehensive loss:

Amortization of net actuarial loss

30

30

(1)

(9)

(2)

21

Amortization of prior service cost

2

2

(1)

-

(2)

2

Amortization of gain on treasury lock

(1)

(3)

(1)

-

(1)

Other comprehensive income (loss)

44

32

(1)

75

32

107

Balance at September 30, 2014

$

(494)

$

(1,420)

$

7

$

(1,907)

$

208

$

(1,699)

In millions

Foreign currency translation adjustments

        Pension and other postretirement benefit plans

Derivative instruments

Total  before tax

Income tax recovery (expense)

Total net of tax

Balance at December 31, 2013

$

(533)

$

(1,515)

$

8

$

(2,040)

$

190

$

(1,850)

Other comprehensive income (loss)

before reclassifications:

Unrealized foreign exchange gain on translation of net investment in foreign operations

368

368

-

368

Unrealized foreign exchange loss on translation of US dollar-denominated long-term debt designated as a hedge of the net investment in U.S. subsidiaries

(329)

(329)

42

(287)

Amounts reclassified from Accumulated

other comprehensive loss:

Amortization of net actuarial loss

90

90

(1)

(24)

(2)

66

Amortization of prior service cost

5

5

(1)

-

(2)

5

Amortization of gain on treasury lock

(1)

 (3)

(1)

-

(1)

Other comprehensive income (loss)

39

95

(1)

133

18

151

Balance at September 30, 2014

$

(494)

$

(1,420)

$

7

$

(1,907)

$

208

$

(1,699)

(1)

Reclassified to Labor and fringe benefits on the Consolidated Statement of Income and included in components of net periodic benefit cost. See Note 6 - Pensions and other postretirement benefits.

(2)

Included in Income tax expense on the Consolidated Statement of Income.

(3)

Related to treasury lock transactions settled in prior years, which are being amortized over the terms of the related debt to Interest expense on the Consolidated Statement of Income.

In millions

Foreign currency translation adjustments

       Pension and other postretirement benefit plans

Derivative instruments

Total   before tax

Income tax recovery (expense)

Total  net of tax

Balance at June 30, 2013

$

(544)

$

(3,174)

$

8

$

(3,710)

$

616

$

(3,094)

Other comprehensive income (loss)

before reclassifications:

Unrealized foreign exchange loss on translation of net investment in foreign operations

(134)

(134)

-

(134)

Unrealized foreign exchange gain on translation of US dollar-denominated long-term debt designated as a hedge of the net investment in U.S. subsidiaries

123

123

(17)

106

Amounts reclassified from Accumulated

other comprehensive loss:

Amortization of net actuarial loss

56

56

(1)

(15)

(2)

41

Amortization of prior service cost

1

1

(1)

-

(2)

1

Other comprehensive income (loss)

(11)

57

-

46

(32)

14

Balance at September 30, 2013

$

(555)

$

(3,117)

$

8

$

(3,664)

$

584

$

(3,080)

In millions

Foreign currency translation adjustments

       Pension and other postretirement benefit plans

Derivative instruments

Total   before tax

Income tax recovery (expense)

Total net of tax

Balance at December 31, 2012

$

(579)

$

(3,290)

$

8

$

(3,861)

$

604

$

(3,257)

Other comprehensive income (loss)

before reclassifications:

Unrealized foreign exchange gain on translation of net investment in foreign operations

221

221

-

221

Unrealized foreign exchange loss on translation of US dollar-denominated long-term debt designated as a hedge of the net investment in U.S. subsidiaries

(197)

(197)

25

(172)

Amounts reclassified from Accumulated

other comprehensive loss:

Amortization of net actuarial loss

169

169

(1)

(44)

(2)

125

Amortization of prior service cost

4

4

(1)

(1)

(2)

3

Other comprehensive income (loss)

24

173

-

197

(20)

177

Balance at September 30, 2013

$

(555)

$

(3,117)

$

8

$

(3,664)

$

584

$

(3,080)

(1)

Reclassified to Labor and fringe benefits on the Consolidated Statement of Income and included in components of net periodic benefit cost. See Note 6 - Pensions and other postretirement benefits.

(2)

Included in Income tax expense on the Consolidated Statement of Income.

12 - Subsequent eventShare repurchase programOn October 21, 2014, the Board of Directors of the Company approved a new share repurchase program, which allows for the repurchase of up to 28.0 million common shares between October 24, 2014 and October 23, 2015, pursuant to a normal course issuer bid at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange.

Selected Railroad Statistics - unaudited

Three months ended September 30

Nine months ended September 30

2014

2013

2014

2013

Statistical operating data

Rail freight revenues ($ millions) (1)

2,920

2,519

8,440

7,367

Gross ton miles (GTM) (millions)

115,348

100,321

333,067

298,169

Revenue ton miles (RTM) (millions)

58,946

52,188

172,361

155,466

Carloads (thousands)

1,475

1,333

4,177

3,880

Route miles (includes Canada and the U.S.)

19,600

19,900

19,600

19,900

Employees (end of period)

25,032

23,664

25,032

23,664

Employees (average for the period)

24,915

23,756

24,412

23,706

Productivity

Operating ratio (%)

58.8

59.8

62.3

62.9

Rail freight revenue per RTM (cents) (1)

4.95

4.83

4.90

4.74

Rail freight revenue per carload ($) (1)

1,980

1,890

2,021

1,899

Operating expenses per GTM (cents)

1.59

1.61

1.67

1.65

Labor and fringe benefits expense per GTM (cents)

0.50

0.52

0.52

0.53

GTMs per average number of employees (thousands)

4,630

4,223

13,644

12,578

Diesel fuel consumed (US gallons in millions)

108.1

96.8

327.3

302.0

Average fuel price ($/US gallon)

3.62

3.52

3.80

3.52

GTMs per US gallon of fuel consumed

1,067

1,036

1,018

987

Safety indicators

Injury frequency rate (per 200,000 person hours) (2)

2.17

1.72

1.91

1.52

Accident rate (per million train miles) (2)

3.25

1.37

2.69

2.04

Financial ratio

Debt-to-total capitalization ratio (% at end of period) (3)

36.3

39.3

36.3

39.3

Statistical operating data, productivity measures and safety indicators are based on estimated data available at such time and are subject to change as more complete information becomes available, as such certain of the comparative data have been restated.

(1)

In 2014, certain Other revenues were reclassified to the commodity groups within rail freight revenues. This change has no impact on the Company's previously reported results of operations as Total revenues remains unchanged. The 2013 comparative figures have been reclassified in order to be consistent with the 2014 presentation.

(2)

Based on Federal Railroad Administration (FRA) reporting criteria.

(3)

Debt-to-total capitalization ratio is calculated as total long-term debt plus current portion of long-term debt, divided by the sum of total debt plus total shareholders' equity.

Supplementary Information - unaudited

Three months ended September 30

Nine months ended September 30

2014

2013

% Change

Fav(Unfav)

% Change atconstantcurrency

Fav (Unfav)

(2)

2014

2013

% ChangeFav (Unfav)

% Change atconstantcurrency

Fav (Unfav)(2)

Revenues (millions of dollars) (1)

Petroleum and chemicals

594

489

21%

18%

1,726

1,431

21%

15%

Metals and minerals

388

332

17%

13%

1,066

929

15%

9%

Forest products

393

365

8%

4%

1,125

1,064

6%

1%

Coal

185

191

(3%)

(6%)

568

553

3%

(1%)

Grain and fertilizers

469

363

29%

26%

1,426

1,162

23%

19%

Intermodal

731

642

14%

12%

2,068

1,808

14%

12%

Automotive

160

137

17%

13%

461

420

10%

5%

Total rail freight revenues

2,920

2,519

16%

13%

8,440

7,367

15%

10%

Other revenues

198

179

11%

7%

487

463

5%

1%

Total revenues

3,118

2,698

16%

13%

8,927

7,830

14%

10%

Revenue ton miles (millions)

Petroleum and chemicals

13,576

11,033

23%

23%

39,234

32,428

21%

21%

Metals and minerals

6,664

5,825

14%

14%

17,691

16,022

10%

10%

Forest products

7,581

7,508

1%

1%

21,718

22,317

(3%)

(3%)

Coal

5,289

6,057

(13%)

(13%)

16,316

17,342

(6%)

(6%)

Grain and fertilizers

12,116

9,105

33%

33%

37,502

30,556

23%

23%

Intermodal

12,868

11,986

7%

7%

37,577

34,722

8%

8%

Automotive

852

674

26%

26%

2,323

2,079

12%

12%

Total revenue ton miles

58,946

52,188

13%

13%

172,361

155,466

11%

11%

Rail freight revenue / RTM (cents) (1)

Petroleum and chemicals

4.38

4.43

(1%)

(4%)

4.40

4.41

-

(5%)

Metals and minerals

5.82

5.70

2%

(1%)

6.03

5.80

4%

(1%)

Forest products

5.18

4.86

7%

3%

5.18

4.77

9%

4%

Coal

3.50

3.15

11%

8%

3.48

3.19

9%

5%

Grain and fertilizers

3.87

3.99

(3%)

(5%)

3.80

3.80

-

(3%)

Intermodal

5.68

5.36

6%

4%

5.50

5.21

6%

4%

Automotive

18.78

20.33

(8%)

(11%)

19.85

20.20

(2%)

(6%)

Total rail freight revenue per RTM

4.95

4.83

2%

-

4.90

4.74

3%

-

Carloads (thousands)

Petroleum and chemicals

168

152

11%

11%

489

452

8%

8%

Metals and minerals

295

285

4%

4%

769

803

(4%)

(4%)

Forest products

111

114

(3%)

(3%)

324

338

(4%)

(4%)

Coal

126

109

16%

16%

392

316

24%

24%

Grain and fertilizers

153

126

21%

21%

465

401

16%

16%

Intermodal

563

493

14%

14%

1,567

1,402

12%

12%

Automotive

59

54

9%

9%

171

168

2%

2%

Total carloads

1,475

1,333

11%

11%

4,177

3,880

8%

8%

Rail freight revenue / carload (dollars) (1)

Petroleum and chemicals

3,536

3,217

10%

7%

3,530

3,166

11%

7%

Metals and minerals

1,315

1,165

13%

9%

1,386

1,157

20%

14%

Forest products

3,541

3,202

11%

7%

3,472

3,148

10%

5%

Coal

1,468

1,752

(16%)

(18%)

1,449

1,750

(17%)

(20%)

Grain and fertilizers

3,065

2,881

6%

4%

3,067

2,898

6%

2%

Intermodal

1,298

1,302

-

(2%)

1,320

1,290

2%

-

Automotive

2,712

2,537

7%

4%

2,696

2,500

8%

3%

Total rail freight revenue per carload

1,980

1,890

5%

2%

2,021

1,899

6%

3%

Statistical data and related productivity measures are based on estimated data available at such time and are subject to change as more complete information becomes available.

(1)

In 2014, certain Other revenues were reclassified to the commodity groups within rail freight revenues. This change has no impact on the Company's previously reported results of operations as Total revenues remains unchanged. The 2013 comparative figures have been reclassified in order to be consistent with the 2014 presentation.

(2)

See supplementary schedule entitled Non-GAAP Measures for an explanation of this non-GAAP measure.

Non-GAAP Measures 

Adjusted performance measuresFor the three and nine months ended September 30, 2014, the Company reported adjusted net income of $853 million, or $1.04 per diluted share and $2,251 million, or $2.72 per diluted share, respectively. The adjusted figures for the nine months ended September 30, 2014 exclude a gain on disposal of the Deux-Montagnes subdivision, including the Mont-Royal tunnel, together with the rail fixtures, of $80 million, or $72 million after-tax ($0.09 per diluted share).

For the three and nine months ended September 30, 2013, the Company reported adjusted net income of $724 million, or $0.86 per diluted share and $1,947 million, or $2.30 per diluted share, respectively. The adjusted figures for the three and nine months ended September 30, 2013 exclude an income tax expense of $19 million ($0.02 per diluted share) resulting from the enactment of higher provincial corporate income tax rates. The adjusted figures for the nine months ended September 30, 2013 also exclude a gain on exchange of perpetual railroad operating easements, including the track and roadway assets on specific rail lines, of $29 million, or $18 million after-tax ($0.02 per diluted share); an income tax expense of $5 million ($0.01 per diluted share) resulting from the enactment of higher provincial corporate income tax rates and a gain on disposal of a segment of the Oakville subdivision, together with the rail fixtures and certain passenger agreements, of $40 million, or $36 million after-tax ($0.04 per diluted share).

Management believes that adjusted net income and adjusted earnings per share are useful measures of performance that can facilitate period-to-period comparisons, as they exclude items that do not necessarily arise as part of the normal day-to-day operations of the Company and could distort the analysis of trends in business performance. The exclusion of such items in adjusted net income and adjusted earnings per share does not, however, imply that such items are necessarily non-recurring. These adjusted measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. The reader is advised to read all information provided in the Company's 2014 unaudited Interim Consolidated Financial Statements and Notes thereto. The following tables provide a reconciliation of net income and earnings per share, as reported for the three and nine months ended September 30, 2014 and 2013, to the adjusted performance measures presented herein.

Three months ended September 30, 2014

Nine months ended September 30, 2014

In millions, except per share data

Reported

Adjustments

Adjusted

Reported

Adjustments

Adjusted

Revenues

$

3,118

$

-

$

3,118

$

8,927

$

-

$

8,927

Operating expenses

1,832

-

1,832

5,563

-

5,563

Operating income

1,286

-

1,286

3,364

-

3,364

Interest expense

(94)

-

(94)

(277)

-

(277)

Other income (loss)

(2)

-

(2)

94

(80)

14

Income before income taxes

1,190

-

1,190

3,181

(80)

3,101

Income tax expense

(337)

-

(337)

(858)

8

(850)

Net income

$

853

$

-

$

853

$

2,323

$

(72)

$

2,251

Operating ratio

58.8%

58.8%

62.3%

62.3%

Effective tax rate

28.3%

28.3%

27.0%

27.4%

Basic earnings per share

$

1.04

$

-

$

1.04

$

2.83

$

(0.09)

$

2.74

Diluted earnings per share

$

1.04

$

-

$

1.04

$

2.81

$

(0.09)

$

2.72

Three months ended September 30, 2013

Nine months ended September 30, 2013

In millions, except per share data

Reported

Adjustments

Adjusted

Reported

Adjustments

Adjusted

Revenues

$

2,698

$

-

$

2,698

$

7,830

$

-

$

7,830

Operating expenses

1,614

-

1,614

4,924

-

4,924

Operating income

1,084

-

1,084

2,906

-

2,906

Interest expense

(89)

-

(89)

(266)

-

(266)

Other income

5

-

5

75

(69)

6

Income before income taxes

1,000

-

1,000

2,715

(69)

2,646

Income tax expense

(295)

19

(276)

(738)

39

(699)

Net income

$

705

$

19

$

724

$

1,977

$

(30)

$

1,947

Operating ratio

59.8%

59.8%

62.9%

62.9%

Effective tax rate

29.5%

27.6%

27.2%

26.4%

Basic earnings per share

$

0.84

$

0.02

$

0.86

$

2.34

$

(0.03)

$

2.31

Diluted earnings per share

$

0.84

$

0.02

$

0.86

$

2.33

$

(0.03)

$

2.30

Constant currencyAlthough CN conducts its business and reports its earnings in Canadian dollars, a large portion of revenues and expenses is denominated in US dollars. As such, the Company's results are affected by exchange rate fluctuations.

Financial results at "constant currency" allow results to be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Measures at constant currency are considered non-GAAP measures and do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. Financial results at constant currency are obtained by translating the current period results denominated in US dollars at the foreign exchange rates of the comparable period of the prior year. The average foreign exchange rates were $1.09 per US$1.00, for both the three and nine months ended September 30, 2014, and $1.04 and $1.02 per US$1.00, respectively, for the three and nine months ended September 30, 2013.

On a constant currency basis, the Company's net income for the three and nine months ended September 30, 2014 would have been lower by $22 million, or $0.03 per diluted share and $76 million, or $0.09 per diluted share, respectively. The following table presents a reconciliation of 2014 net income as reported to net income on a constant currency basis:

Three months ended

September 30, 2014

Nine months ended

September 30, 2014

In millions

Net income, as reported

$

853

$

2,323

Impact due to the weakening Canadian dollar included in net income

(18)

(70)

Decrease due to the weakening Canadian dollar on additional year-over-year US$ net income

(4)

(6)

Impact of foreign exchange using constant currency rates

(22)

(76)

Net income, on a constant currency basis 

$

831

$

2,247

Free cash flowFree cash flow does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. The Company believes that free cash flow is a useful measure of performance as it demonstrates the Company's ability to generate cash for debt obligations and for discretionary uses such as payment of dividends and strategic opportunities.

The Company defines its free cash flow measure as the difference between net cash provided by operating activities and net cash used in investing activities; adjusted for changes in restricted cash and cash equivalents and the impact of major acquisitions, if any.

Three months ended September 30

Nine months ended September 30

In millions                  

2014

2013

2014

2013

Net cash provided by operating activities

$

1,328

$

1,066

$

3,246

$

2,450

Net cash used in investing activities

(552)

(579)

(1,220)

(1,151)

Net cash provided before financing activities

776

487

2,026

1,299

Adjustment:

Change in restricted cash and cash equivalents

(1)

32

19

8

Free cash flow

$

775

$

519

$

2,045

$

1,307

 

SOURCE CN


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