Canadian National Railway Q3 2026 net income rises 6%

CN continues to expect mid-to-high single-digit adjusted diluted EPS growth in 2026 and is tracking toward the upper end of that range.

Rhea-AI Filing Summary

Canadian National Railway Company (CNI) reported third-quarter 2026 revenue of C$4.771 billion, up 15% year over year, and net income of C$1.209 billion, up 6%. Diluted EPS was C$2.00, up 9%; adjusted diluted EPS, a non-GAAP measure, was C$2.16, up 18%. Operating income was C$1.730 billion. The operating ratio rose 230 basis points to 63.7%, while the adjusted operating ratio was 61.0%, an improvement of 40 basis points.

Free cash flow for the first nine months of 2026 was C$2.918 billion, up 25%. In the third quarter, CN repurchased approximately 3.9 million shares for C$676 million. The board approved a fourth-quarter dividend of C$0.9150 per common share, payable December 30, 2026, to shareholders of record at the close of business on December 9.

CN recorded a C$118 million impairment for software components in dispatching and back-office IT projects it discontinued before completion. For 2026, CN continues to assume low single-digit RTM growth and expects mid-to-high single-digit adjusted diluted EPS growth, currently tracking toward the upper end of that range. It remains on track to invest approximately C$2.8 billion in its capital program, net of amounts reimbursed by customers.

4 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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How the balance works

Positive

• Moderate pointThird-quarter revenue rose 15% to C$4.771 billion.
• Moderate pointNet income increased 6% to C$1.209 billion year over year.
• Moderate pointAdjusted diluted EPS increased 18% to C$2.16.
• Moderate pointNine-month free cash flow increased 25% to C$2.918 billion.

Negative

• Moderate pointOperating ratio rose 230 basis points to 63.7% in the quarter.
• Moderate pointFuel expense was C$662 million, versus C$418 million in Q3 2025.
• Minor pointCN recorded a C$118 million impairment for discontinued IT project components.

Filing Explained

CN has recognized C$121 million in headquarters lease assets and liabilities; contractual rent commencement is scheduled for January 1, 2028.

This 6-K furnishes CN’s third-quarter report and says definitive agreements to sell portions of the Bogalusa, Central and McComb subdivisions were signed on October 2, 2026. The sale is not complete: the assets had a carrying amount of C$130 million at September 30, 2026, and closing remains subject to STB authorization and other customary conditions; any resulting gain is not expected to be significant.

Separately, CN recognized C$121 million in right-of-use assets and lease liabilities for floors it controls in its new headquarters, about 60% of the expected total. The remaining floors are expected to be delivered over the next three to six months; the lease term is approximately 20 years, with contractual rent commencement on January 1, 2028.

Key Figures

Revenue: C$4.771 billion Net income: C$1.209 billion Diluted EPS: C$2.00 +5 more

8 metrics

Revenue C$4.771 billion Third quarter 2026; up 15% year over year

Net income C$1.209 billion Third quarter 2026; up 6% year over year

Diluted EPS C$2.00 Third quarter 2026; up 9% year over year

Adjusted diluted EPS C$2.16 Third quarter 2026; non-GAAP measure; up 18% year over year

Operating ratio 63.7% Third quarter 2026; increased 230 basis points

Free cash flow C$2.918 billion First nine months of 2026; up 25% year over year

IT project impairment C$118 million Third quarter 2026; discontinued software components

Share repurchases C$676 million Approximately 3.9 million shares repurchased in Q3 2026

Key Terms

Operating ratio, Adjusted diluted earnings per share, Free cash flow, Revenue ton miles (RTMs), +1 more

5 terms

Operating ratio financial

"operating expenses as a percentage of revenues"

A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.

Adjusted diluted earnings per share financial

"Adjusted diluted earnings per share of C$2.16"

Adjusted diluted earnings per share is the company’s net profit per share after accounting for potential extra shares (from options or convertible securities) and removing one‑time or unusual items so the number reflects ongoing business results. Think of it like timing a runner’s steady pace after excluding a few unexpected stops; it gives investors a clearer view of sustainable profit available to each share. Investors use it to compare companies and judge underlying profitability and valuation without short‑term distortions.

Free cash flow financial

"free cash flow of C$2,918 million"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

Revenue ton miles (RTMs) technical

"Revenue ton miles (RTMs) (millions)"

Revenue ton miles (RTMs) measure how much freight a carrier moves by counting one ton transported one mile when that movement generates revenue. Investors watch RTMs to gauge cargo demand and how efficiently a company uses its transport capacity — like multiplying the number of packages on a truck by the distance driven — because rising RTMs typically indicate stronger sales volumes and better potential for higher revenue and profits.

Adjusted debt-to-adjusted EBITDA multiple financial

"adjusted debt-to-adjusted EBITDA multiple of 2.61 times"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did CNI perform in Q3 2026?

CN reported revenue of C$4.771 billion and net income of C$1.209 billion for Q3 2026. Diluted EPS was C$2.00, while adjusted diluted EPS was C$2.16.

What dividend did CNI declare for Q4 2026?

CN approved a quarterly dividend of C$0.9150 per common share, payable December 30, 2026, to shareholders of record at the close of business on December 9, 2026.

What was CN's average share repurchase price in Q3 2026?

CN's third-quarter repurchases had a weighted-average price of C$176.61 per share. The price includes brokerage fees and tax on share repurchases; the reported C$676 million repurchase amount includes settlements in subsequent periods.

What grain-crop assumption did CNI make for 2026/2027?

CN now assumes the 2026/2027 grain crops in Canada and the U.S. will be above their respective five-year averages. Its January 30, 2026 assumption was that those crops would be in line with their respective five-year averages.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 07:35 AM EDT Accepted by SEC EDGAR 10/30/2026 - 07:35 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-02413

Canadian National Railway Company

(Translation of registrant's name into English)

935 de la Gauchetiere Street West

Montreal, Quebec

Canada H3B 2M9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F Form 40-F X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Canadian National Railway Company

Date:

October 30, 2026

By:

/s/ Jessica Syms

Name:

Jessica Syms

Title:

Assistant Vice-President, Corporate Secretary and General Counsel

Canadian National Railway Company

Table of Content

Exhibit Number			Description of Exhibit
Ex 99.1			Earnings News Release
Ex 99.2			Unaudited Interim Consolidated Financial Statements and Notes Thereto
Ex 99.3			Management's Discussion and Analysis
Ex 99.4			CEO and CFO Certificates

PRESS RELEASE

CN Delivers Strong Third Quarter Performance

•Delivered diluted earnings per share (EPS) of C$2.00, an increase of 9% and adjusted diluted EPS of C$2.16, an increase of 18%, or 17% at constant currency (1)

•Generated free cash flow of C$2,918 million, an increase of 25% for the first nine months of 2026 (consisting of net cash provided by operating activities of C$4,780 million and net cash used in investing activities of C$1,862 million)(1)

•Realized record third quarter fuel efficiency performance and on track for annual record

•Repurchased approximately 3.9 million shares for C$676 million

MONTREAL, October 30, 2026 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the third quarter ended September 30, 2026.

"I am very proud of CN’s dedicated railroaders for delivering another strong quarter. Their relentless focus on safely executing the plan across our unique network continues to strengthen service, enhance productivity, and support our customers’ success. Together with our disciplined financial management, these rigorous efforts position CN to deliver profitable growth, continue to create long-term value for our shareholders, and capitalize on the opportunities ahead."

–Tracy Robinson, President and Chief Executive Officer, CN

Third-Quarter 2026 Results Highlights

CN's commercial momentum and service performance were supported by a 4% increase in gross ton miles (GTMs) to 116,264 (millions) and a 4% increase in RTMs to 59,383 (millions). The Company delivered diluted EPS of C$2.00, an increase of 9%, and adjusted diluted EPS of C$2.16, an increase of 18%, or C$2.14 on an adjusted basis at constant currency, an increase of 17%. (1)

The quarter’s operating performance reflects CN’s commitment to strong service execution, enabling its ability to meet customer demand in key markets including grain and energy, while continuing to advance operational improvements through Fast Track.

Quarterly Financial Results Highlights

Third-quarter 2026 compared to third-quarter 2025

•Revenues of C$4,771 million, an increase of C$606 million, or 15%.

•Operating income of C$1,730 million, an increase of C$124 million, or 8%, and adjusted operating income of C$1,862 million, an increase of C$256 million, or 16%. (1)

•Operating ratio, defined as operating expenses as a percentage of revenues, of 63.7%, an increase of 230 basis points, and adjusted operating ratio of 61.0%, an improvement of 40 basis points. (1)

•Net income of C$1,209 million, an increase of C$70 million, or 6%, and adjusted net income of C$1,307 million, an increase of C$168 million, or 15%. (1)

•Diluted EPS of C$2.00, an increase of 9% and adjusted diluted EPS of C$2.16, an increase of 18%, or C$2.14 on an adjusted basis at constant currency, an increase of 17%. (1)

•Free cash flow for the first nine months of 2026 was C$2,918 million, an increase of C$577 million, or 25%. (1)

•Adjusted EBITDA reported for the twelve months ended September 30, 2026 of C$9,080 million, an increase of 5%. (1)

•Adjusted debt-to-adjusted EBITDA of 2.61 times as at and for the twelve months ended September 30, 2026. (1)

•Repurchased approximately 3.9 million shares in the third quarter of 2026 for C$676 million.

CN | 2026 Quarterly Review – Third Quarter 1

PRESS RELEASE

Quarterly Operating Performance Highlights *

Third-quarter 2026 compared to third-quarter 2025

•GTMs increased 4% to 116,264 (millions).

•RTMs increased 4% to 59,383 (millions).

•Through dwell increased by 1% to 7.1 (entire railroad, hours).

•Car velocity decreased by 2% to 207 (car miles per day).

•Through network train speed decreased by 2% to 19.1 (mph).

•Fuel efficiency of 0.814 (US gallons of locomotive fuel consumed per 1,000 GTMs), was 2% more efficient.

•Train length remained flat at 8,083 (feet).

•GTMs per average number of employees increased 7% to 4,888 (thousands).

•Operating expenses per GTM increased 14% to 2.62 (cents).

* Statistical operating data and key operating measures are unaudited and based on estimated data available at such time and are subject to change as more complete information becomes available.

Dividends

CN's Board of Directors has approved a fourth-quarter 2026 dividend on the Company’s common shares outstanding. A quarterly dividend of ninety-one and a half cents (C$0.9150) per common share will be paid on December 30, 2026, to shareholders of record at the close of business on December 9, 2026.

2026 financial guidance (1)(2)

The Company continues to assume to deliver low single-digit RTM growth in 2026. The Company continues to expect adjusted diluted EPS growth in the mid-to-high single-digit range and is currently tracking more towards the upper end of this range.

In 2026, CN is still on track to invest approximately C$2.8 billion in its capital program, net of amounts reimbursed by customers. The Company also expects to continue improving its free cash flow conversion throughout 2026.

CONFERENCE CALL DETAILS

CN's senior officers will review the results and the railway's outlook in a conference call starting at 8:30 a.m. Eastern Time on October 30, 2026. Tracy Robinson, CN President and Chief Executive Officer, will lead the call. Parties wishing to participate via telephone may dial 1-800-715-9871 (Canada/U.S.), or 1-647-932-3411 (International), using 5186426 as the passcode. Participants are advised to dial in 10 minutes prior to the call.

(1) Non-GAAP Measures

CN reports its financial results in accordance with United States generally accepted accounting principles (GAAP). CN may also use non-GAAP measures in this news release that do not have any standardized meaning prescribed by GAAP. These non-GAAP measures may not be comparable to similar measures presented by other companies. For further details of these non-GAAP measures, including a reconciliation to the most directly comparable GAAP financial measures, refer to the attached supplementary schedule, Non-GAAP Measures.

CN's outlook, guidance or targets (2) exclude certain adjustments, which are expected to be comparable to adjustments made in prior years. However, management cannot individually quantify on a forward-looking basis the impact of these adjustments, which could be significant, are difficult to predict and may be highly variable. As a result, CN does not provide a corresponding GAAP measure for, or reconciliation to, its outlook, guidance or targets.

(2) Forward-Looking Statements

Certain statements included in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to CN. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as "believes," "expects," "anticipates," "assumes," "outlook," "plans," "targets," "goals," or other similar words.

2026 key assumptions

CN has made a number of economic and market assumptions in preparing its 2026 outlook. The 2025/2026 grain crops in Canada and the U.S. were above their respective five-year averages. The Company now assumes that the 2026/2027 grain crops in Canada and the U.S. will be above their respective five-year averages (compared to its January 30, 2026 assumption that the 2026/2027 grain crops in Canada and the U.S. will be in line with their respective five-year averages). CN continues to assume low single-digit RTM growth. CN continues to assume that for the balance of 2026, the value of the Canadian dollar in U.S. currency will be $0.71 and the average price of crude oil (West Texas Intermediate) will be in the range of US$80 - US$110 per barrel. The Company notes there is a heightened demand risk as a result of volatile macroeconomic conditions, geopolitical conflicts and global trade tensions.

2 CN | 2026 Quarterly Review – Third Quarter

PRESS RELEASE

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts or tensions; trade restrictions, trade barriers, or the imposition of tariffs or other changes to international trade arrangements; 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 and other regulatory claims or proceedings; increases in maintenance and operating costs; security threats; reliance on technology, including the use of artificial intelligence, and related cybersecurity risk; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis (MD&A) in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN.

The achievement of CN’s climate goals is subject to several risks and uncertainties, including those disclosed in the MD&A in CN’s annual and interim reports. There can be no certainty that the Company will achieve any or all of these goals within the stated timeframe, or that achieving any of these goals will meet all of the expectations of its stakeholders or applicable legal requirements.

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement. Information contained on, or accessible through, our website is not incorporated by reference into this news release.

This earnings news release, as well as additional information, including the Financial Statements, Notes thereto and MD&A, is contained in CN’s Quarterly Review available on the Company's website at www.cn.ca/financial-results and on SEDAR+ at www.sedarplus.ca as well as on the U.S. Securities and Exchange Commission's website at www.sec.gov through EDGAR.

About CN

CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.

- 30 -

Contacts:
Media			Investment Community
Ashley Michnowski			Jamie Lockwood
Senior Manager			Vice-President, Investor Relations
Media Relations			and Special Projects
(438) 596-4329			(514) 399-0052
media@cn.ca			investor.relations@cn.ca

CN | 2026 Quarterly Review – Third Quarter 3

SELECTED RAILROAD STATISTICS – UNAUDITED

			Three months ended September 30									Nine months ended September 30
			2026			2025						2026			2025
Financial measures
Key financial performance indicators (1)
Total revenues ($ millions)			4,771			4,165						13,903			12,840
Freight revenues ($ millions)			4,574			3,991						13,400			12,369
Operating income ($ millions)			1,730			1,606						5,060			4,854
Adjusted operating income ($ millions) (2)(3)			1,862			1,606						5,226			4,854
Net income ($ millions)			1,209			1,139						3,604			3,472
Adjusted net income ($ millions) (2)(3)			1,307			1,139						3,670			3,472
Diluted earnings per share ($)			2.00			1.83						5.93			5.54
Adjusted diluted earnings per share ($) (2)(3)			2.16			1.83						6.03			5.54
Net cash provided by operating activities ($ millions)			1,904			1,913						4,780			4,822
Net cash used in investing activities ($ millions)			828			1,120						1,862			2,481
Free cash flow ($ millions) (2)(4)			1,076			793						2,918			2,341
Gross property additions ($ millions)			805			1,105						1,939			2,429
Share repurchases ($ millions)			676			1,041						1,999			1,448
Dividends per share ($)			0.9150			0.8875						2.7450			2.6625
Financial ratio
Operating ratio (%) (5)			63.7			61.4						63.6			62.2
Adjusted operating ratio (%) (2)(3)			61.0			61.4						62.4			62.2
Operational measures (6)
Statistical operating data
Gross ton miles (GTMs) (millions)			116,264			111,901						355,735			344,079
Revenue ton miles (RTMs) (millions)			59,383			57,188						183,467			176,452
Carloads (thousands)			1,364			1,368						4,109			4,095
Route miles (includes Canada and the U.S., end of period)			18,900			18,900						18,900			18,900
Employees (end of period)			23,822			24,237						23,822			24,237
Employees (average for the period)			23,784			24,408						23,685			24,679
Key operating measures
Freight revenue per RTM (cents)			7.70			6.98						7.30			7.01
Freight revenue per carload ($)			3,353			2,917						3,261			3,021
GTMs per average number of employees (thousands)			4,888			4,585						15,019			13,942
Operating expenses per GTM (cents)			2.62			2.29						2.49			2.32
Labor and fringe benefits expense per GTM (cents)			0.75			0.73						0.75			0.75
Diesel fuel consumed (US gallons in millions)			94.6			93.2						301.4			300.0
Average fuel price ($ per US gallon)			6.09			3.82						5.24			3.93
Fuel efficiency (US gallons of locomotive fuel consumed per 1,000 GTMs)			0.814			0.833						0.847			0.872
Train weight (tons)			9,370			9,225						9,357			9,141
Train length (feet)			8,083			8,049						8,013			7,923
Car velocity (car miles per day)			207			211						206			204
Through dwell (entire railroad, hours)			7.1			7.0						7.2			7.2
Through network train speed (miles per hour)			19.1			19.5						18.9			18.7
Locomotive utilization (trailing GTMs per total horsepower)			200			191						200			188
Safety indicators (7)
Injury frequency rate (per 200,000 person hours)			0.80			1.18						0.97			1.04
Accident rate (per million train miles)			1.51			1.92						2.09			1.84

(1)Amounts expressed in Canadian dollars and prepared in accordance with United States generally accepted accounting principles (GAAP), unless otherwise noted.

(2)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

(3)See the supplementary schedule entitled Non-GAAP Measures – Adjusted performance measures for an explanation of these non-GAAP measures.

(4)See the supplementary schedule entitled Non-GAAP Measures – Free cash flow for an explanation of this non-GAAP measure.

(5)Operating ratio is defined as operating expenses as a percentage of revenues.

(6)Statistical operating data, key operating measures and safety indicators are unaudited and based on estimated data available at such time and are subject to change as more complete information becomes available. Definitions of gross ton miles, revenue ton miles, freight revenue per RTM, fuel efficiency, train weight, train length, car velocity, through dwell and through network train speed are included within the Company’s Management’s Discussion and Analysis. Definitions of all other indicators are provided on CN's website, www.cn.ca/glossary.

(7)Based on Federal Railroad Administration (FRA) reporting criteria.

4 CN | 2026 Quarterly Review – Third Quarter

SUPPLEMENTARY INFORMATION – UNAUDITED

						Three months ended September 30																		Nine months ended September 30
						2026			2025			% Change Fav (Unfav)			% Change at constant currency (1) Fav (Unfav)																		2026			2025			% Change Fav (Unfav)			% Change at constant currency (1) Fav (Unfav)
Revenues ($ millions) (2)
Petroleum and chemicals						1,000			854			17		%	16		%																2,869			2,577			11		%	12		%
Metals and minerals						561			477			18		%	16		%																1,557			1,496			4		%	5		%
Forest products						495			451			10		%	8		%																1,424			1,406			1		%	2		%
Coal						246			237			4		%	3		%																708			725			(2		%)	(2		%)
Grain and fertilizers						923			775			19		%	18		%																2,952			2,560			15		%	16		%
Intermodal						1,065			980			9		%	8		%																3,114			2,928			6		%	7		%
Automotive						284			217			31		%	29		%																776			677			15		%	15		%
Total freight revenues						4,574			3,991			15		%	14		%																13,400			12,369			8		%	9		%
Other revenues						197			174			13		%	12		%																503			471			7		%	7		%
Total revenues						4,771			4,165			15		%	14		%																13,903			12,840			8		%	9		%
Revenue ton miles (RTMs) (millions) (3)
Petroleum and chemicals						12,260			11,662			5		%	5		%																36,818			34,238			8		%	8		%
Metals and minerals						7,311			6,871			6		%	6		%																20,397			20,697			(1		%)	(1		%)
Forest products						4,978			5,159			(4		%)	(4		%)																15,106			15,659			(4		%)	(4		%)
Coal						4,888			5,131			(5		%)	(5		%)																14,793			15,635			(5		%)	(5		%)
Grain and fertilizers						16,333			14,562			12		%	12		%																54,227			48,325			12		%	12		%
Intermodal						12,680			13,027			(3		%)	(3		%)																39,473			39,469			—		%	—		%
Automotive						933			776			20		%	20		%																2,653			2,429			9		%	9		%
Total RTMs						59,383			57,188			4		%	4		%																183,467			176,452			4		%	4		%
Freight revenue / RTM (cents) (2)(3)
Petroleum and chemicals						8.16			7.32			11		%	10		%																7.79			7.53			3		%	4		%
Metals and minerals						7.67			6.94			11		%	9		%																7.63			7.23			6		%	6		%
Forest products						9.94			8.74			14		%	12		%																9.43			8.98			5		%	6		%
Coal						5.03			4.62			9		%	8		%																4.79			4.64			3		%	3		%
Grain and fertilizers						5.65			5.32			6		%	5		%																5.44			5.30			3		%	3		%
Intermodal						8.40			7.52			12		%	11		%																7.89			7.42			6		%	7		%
Automotive						30.44			27.96			9		%	8		%																29.25			27.87			5		%	5		%
Total freight revenue / RTM						7.70			6.98			10		%	9		%																7.30			7.01			4		%	5		%
Carloads (thousands) (3)
Petroleum and chemicals						171			162			6		%	6		%																511			479			7		%	7		%
Metals and minerals						236			225			5		%	5		%																684			677			1		%	1		%
Forest products						69			68			1		%	1		%																206			212			(3		%)	(3		%)
Coal						109			122			(11		%)	(11		%)																327			355			(8		%)	(8		%)
Grain and fertilizers						181			163			11		%	11		%																570			518			10		%	10		%
Intermodal						542			576			(6		%)	(6		%)																1,649			1,695			(3		%)	(3		%)
Automotive						56			52			8		%	8		%																162			159			2		%	2		%
Total carloads						1,364			1,368			—		%	—		%																4,109			4,095			—		%	—		%
Freight revenue / carload ($) (2)(3)
Petroleum and chemicals						5,848			5,272			11		%	10		%																5,614			5,380			4		%	5		%
Metals and minerals						2,377			2,120			12		%	11		%																2,276			2,210			3		%	4		%
Forest products						7,174			6,632			8		%	7		%																6,913			6,632			4		%	5		%
Coal						2,257			1,943			16		%	15		%																2,165			2,042			6		%	6		%
Grain and fertilizers						5,099			4,755			7		%	6		%																5,179			4,942			5		%	5		%
Intermodal						1,965			1,701			16		%	15		%																1,888			1,727			9		%	10		%
Automotive						5,071			4,173			22		%	20		%																4,790			4,258			12		%	13		%
Total freight revenue / carload						3,353			2,917			15		%	14		%																3,261			3,021			8		%	8		%

(1)This non-GAAP measure does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. See the supplementary schedule entitled Non-GAAP Measures – Constant currency for an explanation of this non-GAAP measure.

(2)Amounts expressed in Canadian dollars.

(3)Statistical operating data and related key operating measures are unaudited and based on estimated data available at such time and are subject to change as more complete information becomes available.

CN | 2026 Quarterly Review – Third Quarter 5

NON-GAAP MEASURES – UNAUDITED

In this supplementary schedule, the "Company" or "CN" refers to Canadian National Railway Company, together with its wholly-owned subsidiaries. Financial information included in this schedule is expressed in Canadian dollars, unless otherwise noted.

CN reports its financial results in accordance with United States generally accepted accounting principles (GAAP). The Company also uses non-GAAP measures that do not have any standardized meaning prescribed by GAAP, including adjusted performance measures, free cash flow, constant currency and adjusted debt-to-adjusted EBITDA multiple. These non-GAAP measures may not be comparable to similar measures presented by other companies. From management's perspective, these non-GAAP measures are useful measures of performance and provide investors with supplementary information to assess the Company's results of operations and liquidity. These non-GAAP measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP.

Adjusted performance measures

Adjusted net income, adjusted diluted earnings per share, adjusted operating income, adjusted operating expenses and adjusted operating ratio are non-GAAP measures that are used to set performance goals and to measure CN's performance and may include the following adjustments:

i.operating expense adjustments: workforce reduction program, advisory costs related to rail consolidation matters, depreciation expense on the deployment of a replacement system, advisory fees related to shareholder matters, asset impairments and held-for-sale recoveries, business acquisition-related costs;

ii.non-operating expense adjustments: business acquisition-related financing fees, merger termination income, gains and losses on disposal of property; and

iii.the effect of changes in tax laws including rate enactments and changes in tax positions affecting prior years.

These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

For the three and nine months ended September 30, 2026, the Company's adjusted net income was $1,307 million, or $2.16 per diluted share, and $3,670 million, or $6.03 per diluted share, respectively. The adjusted figures for the three and nine months ended September 30, 2026 exclude:

•asset impairments related to CN's decision to discontinue the development of certain components of its dispatching and back office information technology projects before completion of $118 million, or $87 million after tax ($0.14 per diluted share) recorded in the third quarter in Asset impairments within the Consolidated Statements of Income, representing the full carrying amount of the affected software components, which had no alternative use and were no longer expected to provide future economic benefits;

•advisory costs related to the analysis and advocacy for the U.S. Surface Transportation Board (STB) review of the impacts to fair competition pertaining to the potential merger between Union Pacific and Norfolk Southern, including participation in ongoing merger-related regulatory proceedings, discovery activities and efforts to secure competitive access conditions, of $14 million, or $11 million after-tax ($0.02 per diluted share) and $48 million, or $36 million after-tax ($0.05 per diluted share), respectively, recorded in Purchased services and material within the Consolidated Statements of Income; and

•the sale of a portion of the Newmarket subdivision located in Washago and Sundridge, Ontario, Canada, together with rail fixtures, for cash proceeds of $84 million, which resulted in a gain of $66 million, or $57 million after-tax ($0.09 per diluted share) recorded in the first quarter in Other income within the Consolidated Statements of Income.

For the three and nine months ended September 30, 2025, the Company's net income was $1,139 million, or $1.83 per diluted share, and $3,472 million, or $5.54 per diluted share, respectively. There were no adjustments in the third quarter and the first nine months of 2025.

Adjusted net income is defined as Net income in accordance with GAAP adjusted for certain significant items. Management believes that adjusted net income provides additional insight to management and investors into the Company's operations and underlying business trends as well as facilitates period-to-period comparisons, as it excludes certain significant items that are not reflective of CN's underlying business operations and could distort the analysis of trends in business performance. Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average diluted shares outstanding. This measure helps management and investors evaluate the Company's profitability on a per-share basis, facilitating the assessment of period-over-period performance by removing the impact of significant, non-recurring items.

6 CN | 2026 Quarterly Review – Third Quarter

NON-GAAP MEASURES – UNAUDITED

The following table provides a reconciliation of Net income and Earnings per share in accordance with GAAP, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP adjusted performance measures presented herein:

			Three months ended September 30						Nine months ended September 30
In millions, except per share data			2026			2025			2026			2025
Net income			$	1,209		$	1,139		$	3,604		$	3,472
Adjustments:
Operating expense adjustments:
Asset impairments			118			—			118			—
Advisory costs related to rail consolidation matters			14			—			48			—
Non-operating expense adjustment:
Gain on disposal of property			—			—			(66)			—
Tax adjustment:
Tax effect of adjustments (1)			(34)			—			(34)			—
Total adjustments			$	98		$	—		$	66		$	—
Adjusted net income			$	1,307		$	1,139		$	3,670		$	3,472
Diluted earnings per share			$	2.00		$	1.83		$	5.93		$	5.54
Impact of adjustments, per share			0.16			—			0.10			—
Adjusted diluted earnings per share			$	2.16		$	1.83		$	6.03		$	5.54

(1)The tax impact of adjustments is based on the nature of the item for tax purposes and related tax rates in the applicable jurisdiction.

Adjusted operating income is defined as Operating income in accordance with GAAP adjusted for certain significant operating expense items that are not reflective of CN's underlying business operations. This measure helps management and investors assess the Company's core operating results by excluding items that may distort the analysis of ongoing business performance. Adjusted operating expenses is defined as Operating expenses in accordance with GAAP adjusted for certain significant operating expense items that are not reflective of CN's underlying business operations. This measure provides management and investors with a view of ongoing costs which exclude unusual or non-recurring items, enabling more accurate assessment of cost management and resource allocation across reporting periods. Adjusted operating ratio is defined as adjusted operating expenses as a percentage of revenues. For management and investors, the adjusted operating ratio serves as a key performance indicator of cost management and overall operational effectiveness, as it demonstrates how effectively management controls costs relative to total revenue by excluding unusual or non-recurring items.

The following table provides a reconciliation of Operating income, Operating expenses and operating ratio, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP adjusted performance measures presented herein:

			Three months ended September 30						Nine months ended September 30
In millions, except percentages			2026			2025			2026			2025
Operating income			$	1,730		$	1,606		$	5,060		$	4,854
Adjustments:
Asset impairments			118			—			118			—
Advisory costs related to rail consolidation matters			14			—			48			—
Total adjustments			$	132		$	—		$	166		$	—
Adjusted operating income			$	1,862		$	1,606		$	5,226		$	4,854
Operating expenses			$	3,041		$	2,559		$	8,843		$	7,986
Total adjustments			(132)			—			(166)			—
Adjusted operating expenses			$	2,909		$	2,559		$	8,677		$	7,986
Operating ratio			63.7		%	61.4		%	63.6		%	62.2		%
Impact of adjustments			(2.7)		%	—		%	(1.2)		%	—		%
Adjusted operating ratio			61.0		%	61.4		%	62.4		%	62.2		%

CN | 2026 Quarterly Review – Third Quarter 7

NON-GAAP MEASURES – UNAUDITED

Free cash flow

Free cash flow is a useful measure of liquidity as it demonstrates the Company's ability to generate cash for debt obligations and for discretionary uses such as payment of dividends, share repurchases, 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 the impact of (i) business acquisitions and combinations; and (ii) merger transaction-related payments, cash receipts and cash income taxes, which are items that are not indicative of operating trends. Free 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 following table provides a reconciliation of net cash provided by operating activities in accordance with GAAP, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP free cash flow presented herein:

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Net cash provided by operating activities			$	1,904		$	1,913		$	4,780		$	4,822
Net cash used in investing activities			(828)			(1,120)			(1,862)			(2,481)
Free cash flow			$	1,076		$	793		$	2,918		$	2,341

Constant currency

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 weighted average foreign exchange rates used to translate transactions denominated in US dollars of the comparable period of the prior year.

The weighted average foreign exchange rates were $1.399 and $1.385 per US$1.00 for the three and nine months ended September 30, 2026, respectively and $1.378 and $1.400 per US$1.00 for the three and nine months ended September 30, 2025, respectively. On a constant currency basis, the Company's net income for the three and nine months ended September 30, 2026 would have been lower by $10 million ($0.02 per diluted share) and higher by $16 million ($0.03 per diluted share), respectively.

8 CN | 2026 Quarterly Review – Third Quarter

NON-GAAP MEASURES – UNAUDITED

The following table provides a reconciliation of the impact of constant currency and related percentage change at constant currency on the financial results, as reported for the three and nine months ended September 30, 2026:

			Three months ended September 30												Nine months ended September 30
In millions, except per share data			2026			Constant currency impact			2025			% Change at constant currency Fav (Unfav)			2026			Constant currency impact			2025			% Change at constant currency Fav (Unfav)
Revenues
Petroleum and chemicals			$	1,000		$	(9)		$	854		16		%	$	2,869		$	16		$	2,577		12		%
Metals and minerals			561			(6)			477			16		%	1,557			11			1,496			5		%
Forest products			495			(6)			451			8		%	1,424			10			1,406			2		%
Coal			246			(2)			237			3		%	708			2			725			(2		%)
Grain and fertilizers			923			(7)			775			18		%	2,952			17			2,560			16		%
Intermodal			1,065			(4)			980			8		%	3,114			7			2,928			7		%
Automotive			284			(3)			217			29		%	776			4			677			15		%
Total freight revenues			4,574			(37)			3,991			14		%	13,400			67			12,369			9		%
Other revenues			197			(2)			174			12		%	503			1			471			7		%
Total revenues			4,771			(39)			4,165			14		%	13,903			68			12,840			9		%
Operating expenses
Labor and fringe benefits			871			(5)			815			(6		%)	2,674			11			2,597			(3		%)
Purchased services and material			628			(3)			562			(11		%)	1,892			3			1,715			(10		%)
Fuel			662			(10)			418			(56		%)	1,804			16			1,349			(35		%)
Depreciation and amortization			496			(4)			500			2		%	1,466			5			1,482			1		%
Equipment rents			108			(1)			103			(4		%)	326			3			326			(1		%)
Other			158			(1)			161			2		%	563			3			517			(9		%)
Asset impairments			118			—			—			—		%	118			—			—			—		%
Total operating expenses			3,041			(24)			2,559			(18		%)	8,843			41			7,986			(11		%)
Operating income			1,730			(15)			1,606			7		%	5,060			27			4,854			5		%
Interest expense			(245)			3			(227)			(7		%)	(720)			(5)			(679)			(7		%)
Other components of net periodic benefit income			133			—			125			6		%	399			—			376			6		%
Other income			3			—			3			—		%	83			—			44			89		%
Income before income taxes			1,621			(12)			1,507			7		%	4,822			22			4,595			5		%
Income tax expense			(412)			2			(368)			(11		%)	(1,218)			(6)			(1,123)			(9		%)
Net income			$	1,209		$	(10)		$	1,139		5		%	$	3,604		$	16		$	3,472		4		%
Diluted earnings per share			$	2.00		$	(0.02)		$	1.83		8		%	$	5.93		$	0.03		$	5.54		8		%
Adjusted net income (1)			$	1,307		$	(10)		$	1,139		14		%	$	3,670		$	16		$	3,472		6		%
Adjusted diluted earnings per share (1)			$	2.16		$	(0.02)		$	1.83		17		%	$	6.03		$	0.03		$	5.54		9		%

(1)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. See the section of this MD&A entitled Adjusted performance measures for an explanation and reconciliation of these non-GAAP measures. Adjusted net income at constant currency and adjusted diluted EPS 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. For the three months ended September 30, 2026, the Adjusted net income at constant currency was $1,297 million, calculated as adjusted net income of $1,307 million, adjusted for the impact of fluctuations in foreign currency exchange rates of $10 million. For the nine months ended September 30, 2026, the Adjusted net income at constant currency was $3,686 million, calculated as adjusted net income of $3,670 million, adjusted for the impact of fluctuations in foreign currency exchange rates of $16 million. For the three months ended September 30, 2026, the Adjusted diluted EPS at constant currency was $2.14, calculated as adjusted diluted EPS of $2.16, adjusted for the impact of fluctuations in foreign currency exchange rates of $0.02 per diluted share. For the nine months ended September 30, 2026, the Adjusted diluted EPS at constant currency was $6.06, calculated as adjusted diluted EPS of $6.03, adjusted for the impact of fluctuations in foreign currency exchange rates of $0.03 per diluted share.

CN | 2026 Quarterly Review – Third Quarter 9

NON-GAAP MEASURES – UNAUDITED

Adjusted debt-to-adjusted EBITDA multiple

Management believes that the adjusted debt-to-adjusted EBITDA multiple is a useful credit measure because it reflects the Company's ability to service its debt and other long-term obligations. The Company calculates the adjusted debt-to-adjusted EBITDA multiple as adjusted debt divided by the last twelve months of adjusted EBITDA. Adjusted debt is defined as the sum of Long-term debt and Current portion of long-term debt as reported on the Company’s Consolidated Balance Sheets as well as Operating lease liabilities, including current portion and pension plans in deficiency recognized on the Company's Consolidated Balance Sheets due to the debt-like nature of their contractual and financial obligations. Adjusted EBITDA is calculated as Net income excluding Interest expense, Income tax expense, Depreciation and amortization, operating lease cost, Other components of net periodic benefit income, Other income (loss), and other significant items that are not reflective of CN's underlying business operations and which could distort the analysis of trends in business performance. Adjusted debt and adjusted EBITDA are non-GAAP measures used to compute the adjusted debt-to-adjusted EBITDA multiple. These measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

The following table provides a reconciliation of debt and Net income in accordance with GAAP, reported as at and for the twelve months ended September 30, 2026 and 2025, to the adjusted measures presented herein, which have been used to calculate the non-GAAP adjusted debt-to-adjusted EBITDA multiple:

In millions, unless otherwise indicated			As at and for the twelve months ended September 30,			2026			2025
Debt (1)						$	22,812		$	21,120
Adjustments:
Operating lease liabilities, including current portion (2)						534			452
Pension plans in deficiency (3)						333			341
Adjusted debt						$	23,679		$	21,913
Net income						$	4,852		$	4,618
Interest expense						954			910
Income tax expense						1,639			1,485
Depreciation and amortization						1,922			1,971
Operating lease cost (4)						150			159
Other components of net periodic benefit income						(525)			(489)
Other income						(127)			(42)
Adjustments:
Workforce reduction program (5)						34			—
Advisory costs related to rail consolidation matters (6)						63			—
Asset impairments (7)						118			—
Adjusted EBITDA						$	9,080		$	8,612
Adjusted debt-to-adjusted EBITDA multiple (times)						2.61			2.54

(1)Represents the aggregate of Current portion of long-term debt and Long-term debt as disclosed on the Consolidated Balance Sheets.

(2)Represents the present value of operating lease payments.

(3)Represents the total funded deficit of all defined benefit pension plans with a projected benefit obligation in excess of plan assets.

(4)Represents the operating lease costs recorded in Purchased services and material and Equipment rents within the Consolidated Statements of Income.

(5)Relates to employee termination benefits and severance costs related to a workforce reduction program, recorded in the fourth quarter of 2025 in Labor and fringe benefits within the Consolidated Statements of Income.

(6)Represents advisory costs related to the analysis and advocacy for the STB review of the impacts to fair competition pertaining to the potential merger between Union Pacific and Norfolk Southern recorded in Purchased services and material within the Consolidated Statements of Income.

(7)Represents an impairment related to the discontinued development of portions of certain components of its dispatching and back office information technology projects before completion recorded in Asset impairments within the Consolidated Statements of Income. See Note 6 - Properties to the Company's unaudited Interim Consolidated Financial Statements for additional information.

10 CN | 2026 Quarterly Review – Third Quarter

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Contents
Consolidated Statements of Income - unaudited			12
Consolidated Statements of Comprehensive Income - unaudited			12
Consolidated Balance Sheets - unaudited			13
Consolidated Statements of Changes in Shareholders' Equity - unaudited			14
Consolidated Statements of Cash Flows - unaudited			16
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
Note 1 - Basis of presentation			17
Note 2 - Recent accounting pronouncements			17
Note 3 - Acquisition			18
Note 4 - Revenues			19
Note 5 - Assets held for sale			19
Note 6 - Properties			20
Note 7 - Pensions and other postretirement benefits			20
Note 8 - Other income			20
Note 9 - Earnings per share			21
Note 10 - Financing activities			21
Note 11 - Leases			23
Note 12 - Stock-based compensation			23
Note 13 - Accumulated other comprehensive loss			25
Note 14 - Major commitments and contingencies			27
Note 15 - Financial instruments			28
Note 16 - Segmented information			30

CN | 2026 Quarterly Review – Third Quarter 11

CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

						Three months ended September 30						Nine months ended September 30
In millions, except per share data						2026			2025			2026			2025
Revenues (Note 4)						$	4,771		$	4,165		$	13,903		$	12,840
Operating expenses
Labor and fringe benefits						871			815			2,674			2,597
Purchased services and material						628			562			1,892			1,715
Fuel						662			418			1,804			1,349
Depreciation and amortization						496			500			1,466			1,482
Equipment rents						108			103			326			326
Other						158			161			563			517
Asset impairments (Note 6)						118			—			118			—
Total operating expenses						3,041			2,559			8,843			7,986
Operating income						1,730			1,606			5,060			4,854
Interest expense						(245)			(227)			(720)			(679)
Other components of net periodic benefit income (Note 7)						133			125			399			376
Other income						3			3			83			44
Income before income taxes						1,621			1,507			4,822			4,595
Income tax expense						(412)			(368)			(1,218)			(1,123)
Net income						$	1,209		$	1,139		$	3,604		$	3,472
Earnings per share (Note 9)
Basic						$	2.00		$	1.83		$	5.94		$	5.55
Diluted						$	2.00		$	1.83		$	5.93		$	5.54
Weighted-average number of shares (Note 9)
Basic						603.7			621.9			607.2			625.7
Diluted						605.2			622.4			608.2			626.2
Dividends declared per share						$	0.9150		$	0.8875		$	2.7450		$	2.6625

See accompanying notes to Interim Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

						Three months ended September 30						Nine months ended September 30
In millions						2026			2025			2026			2025
Net income						$	1,209		$	1,139		$	3,604		$	3,472
Other comprehensive income (loss) (Note 13)
Net gain (loss) on foreign currency translation						17			137			230			(208)
Net change in pension and other postretirement benefit plans (Note 7)						11			13			32			36
Derivative instruments (Note 15)						(1)			(3)			(17)			—
Other comprehensive income (loss) before income taxes						27			147			245			(172)
Income tax recovery (expense)						—			31			51			(59)
Other comprehensive income (loss)						27			178			296			(231)
Comprehensive income						$	1,236		$	1,317		$	3,900		$	3,241

See accompanying notes to Interim Consolidated Financial Statements.

12 CN | 2026 Quarterly Review – Third Quarter

CONSOLIDATED BALANCE SHEETS – UNAUDITED

						September 30			December 31
In millions			As at			2026			2025
Assets
Current assets
Cash and cash equivalents						$	743		$	350
Restricted cash and cash equivalents						14			13
Accounts receivable						1,371			1,117
Material and supplies						872			734
Other current assets						471			257
Total current assets						3,471			2,471
Properties						50,168			49,148
Operating lease right-of-use assets						543			440
Pension asset						5,734			5,362
Deferred income tax assets						598			611
Intangible assets, goodwill and other						537			523
Total assets						$	61,051		$	58,555
Liabilities and shareholders' equity
Current liabilities
Accounts payable and other						$	2,931		$	2,790
Current portion of long-term debt						1,308			906
Total current liabilities						4,239			3,696
Deferred income tax liabilities						11,525			11,223
Other liabilities and deferred credits						945			999
Pension and other postretirement benefits						456			453
Long-term debt						21,504			20,300
Operating lease liabilities						430			316
Total liabilities						39,099			36,987
Shareholders' equity
Common shares						3,477			3,454
Common shares in Share Trusts						(155)			(152)
Additional paid-in capital						457			415
Accumulated other comprehensive loss (Note 13)						(771)			(1,067)
Retained earnings						18,944			18,918
Total shareholders' equity						21,952			21,568
Total liabilities and shareholders' equity						$	61,051		$	58,555

See accompanying notes to Interim Consolidated Financial Statements.

CN | 2026 Quarterly Review – Third Quarter 13

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED

			Number of common shares						Common shares			Common shares in Share Trusts			Additional paid-in capital			Accumulated other comprehensive loss			Retained earnings						Total shareholders' equity
In millions			Outstanding			Share Trusts
Balance at June 30, 2026			604.9			1.1			$	3,474		$	(153)		$	434		$	(798)		$	18,944					$	21,901
Net income																					1,209						1,209
Stock options exercised			0.2						26						(4)												22
Settlement of equity settled awards			0.1			(0.1)						9			(8)						(2)						(1)
Stock-based compensation and other															35						(2)						33
Repurchase of common shares (Note 10)			(3.9)						(23)												(653)						(676)
Share purchases by Share Trusts			(0.1)			0.1						(11)															(11)
Other comprehensive income (Note 13)																		27									27
Dividends																					(552)						(552)
Balance at September 30, 2026			601.2			1.1			$	3,477		$	(155)		$	457		$	(771)		$	18,944					$	21,952

			Number of common shares						Common shares			Common shares in Share Trusts			Additional paid-in capital			Accumulated other comprehensive loss			Retained earnings						Total shareholders' equity
In millions			Outstanding			Share Trusts
Balance at December 31, 2025			613.3			1.1			$	3,454		$	(152)		$	415		$	(1,067)		$	18,918					$	21,568
Net income																					3,604						3,604
Stock options exercised			0.7						96						(13)												83
Settlement of equity settled awards			0.2			(0.2)						28			(58)						17						(13)
Stock-based compensation and other															113						(5)						108
Repurchase of common shares (Note 10)			(12.8)						(73)												(1,926)						(1,999)
Share purchases by Share Trusts			(0.2)			0.2						(31)															(31)
Other comprehensive income (Note 13)																		296									296
Dividends																					(1,664)						(1,664)
Balance at September 30, 2026			601.2			1.1			$	3,477		$	(155)		$	457		$	(771)		$	18,944					$	21,952

See accompanying notes to Interim Consolidated Financial Statements.

14 CN | 2026 Quarterly Review – Third Quarter

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED

			Number of common shares						Common shares			Common shares in Share Trusts			Additional paid-in capital			Accumulated other comprehensive loss			Retained earnings						Total shareholders' equity
In millions			Outstanding			Share Trusts
Balance at June 30, 2025			625.4			0.9			$	3,510		$	(134)		$	389		$	(1,429)		$	19,200					$	21,536
Net income																					1,139						1,139
Stock options exercised			0.1						2						—												2
Settlement of equity settled awards			—			—						8			(9)						(2)						(3)
Stock-based compensation and other															24						(1)						23
Repurchase of common shares (Note 10)			(7.7)						(44)												(997)						(1,041)
Share purchases by Share Trusts			(0.1)			0.1						(11)															(11)
Other comprehensive income (Note 13)																		178									178
Dividends																					(550)						(550)
Balance at September 30, 2025			617.7			1.0			$	3,468		$	(137)		$	404		$	(1,251)		$	18,789					$	21,273

			Number of common shares						Common shares			Common shares in Share Trusts			Additional paid-in capital			Accumulated other comprehensive loss			Retained earnings						Total shareholders' equity
In millions			Outstanding			Share Trusts
Balance at December 31, 2024			627.9			0.9			$	3,474		$	(129)		$	372		$	(1,020)		$	18,354					$	21,051
Net income																					3,472						3,472
Stock options exercised			0.4						53						(7)												46
Settlement of equity settled awards			0.1			(0.1)						24			(54)						19						(11)
Stock-based compensation and other															93						(4)						89
Repurchase of common shares (Note 10)			(10.5)						(59)												(1,389)						(1,448)
Share purchases by Share Trusts			(0.2)			0.2						(32)															(32)
Other comprehensive loss (Note 13)																		(231)									(231)
Dividends																					(1,663)						(1,663)
Balance at September 30, 2025			617.7			1.0			$	3,468		$	(137)		$	404		$	(1,251)		$	18,789					$	21,273

See accompanying notes to Interim Consolidated Financial Statements.

CN | 2026 Quarterly Review – Third Quarter 15

CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Operating activities
Net income			$	1,209		$	1,139		$	3,604		$	3,472
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			496			500			1,466			1,482
Pension income and funding			(114)			(101)			(330)			(305)
Deferred income taxes			83			92			221			190
Asset impairments (Note 6)			118			—			118			—
Gain on disposal of property (Note 8)			—			—			(66)			—
Changes in operating assets and liabilities:
Accounts receivable			(57)			(83)			(247)			(40)
Material and supplies			(19)			43			(139)			(67)
Other current assets			56			12			47			(113)
Accounts payable and other			80			233			18			71
Other operating activities, net			52			78			88			132
Net cash provided by operating activities			1,904			1,913			4,780			4,822
Investing activities
Property additions			(805)			(1,105)			(1,939)			(2,429)
Disposal of property (Note 8)			—			—			84			—
Other investing activities, net			(23)			(15)			(7)			(52)
Net cash used in investing activities			(828)			(1,120)			(1,862)			(2,481)
Financing activities
Issuance of debt (Note 10)			—			—			1,016			995
Repayment of debt			(196)			(371)			(926)			(420)
Change in commercial paper, net (Note 10)			780			719			965			26
Settlement of derivative instruments			(17)			33			18			17
Issuance of common shares for stock options exercised			22			2			83			46
Withholding taxes remitted on the net settlement of equity settled awards (Note 12)			—			(2)			(8)			(7)
Repurchase of common shares			(637)			(1,028)			(1,974)			(1,472)
Purchase of common shares for settlement of equity settled awards			(1)			(1)			(5)			(4)
Purchase of common shares by Share Trusts			(11)			(11)			(31)			(32)
Dividends paid			(552)			(550)			(1,664)			(1,663)
Net cash used in financing activities			(612)			(1,209)			(2,526)			(2,514)
Effect of foreign exchange fluctuations on cash, cash equivalents, restricted cash and restricted cash equivalents			(1)			2			2			(2)
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents			463			(414)			394			(175)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period			294			640			363			401
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period			$	757		$	226		$	757		$	226
Cash and cash equivalents, end of period			$	743		$	214		$	743		$	214
Restricted cash and cash equivalents, end of period			14			12			14			12
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period			$	757		$	226		$	757		$	226
Supplemental cash flow information
Interest paid			$	(276)		$	(279)		$	(779)		$	(763)
Income taxes paid			$	(397)		$	(231)		$	(1,059)		$	(708)

See accompanying notes to Interim Consolidated Financial Statements.

16 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1 – Basis of presentation

In these notes, the "Company" or "CN" refers to Canadian National Railway Company, together with its wholly-owned subsidiaries. The accompanying unaudited Interim Consolidated Financial Statements ("Interim Consolidated Financial Statements"), expressed in Canadian dollars, have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial statements. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Interim operating results are not necessarily indicative of the results that may be expected for the full year.

These Interim Consolidated Financial Statements have been prepared using accounting policies consistent with those used in preparing CN's 2025 Annual Consolidated Financial Statements and should be read in conjunction with such statements and Notes thereto.

2 – Recent accounting pronouncements

The following recent Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB) have an effective date after December 31, 2025 and have not been adopted by the Company:

ASU 2025-10 — Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities

This ASU introduces comprehensive accounting guidance for government grants received by business entities by expanding Topic 832 beyond disclosure-only requirements to include recognition, measurement, presentation, and disclosure. The main provisions establish that government grants should not be recognized until it is probable that the Company will comply with the conditions attached to the grant and that the grant will be received. The ASU also provides guidance on accounting for grants related to income and grants related to assets, including acceptable presentation approaches, and introduces enhanced disclosure requirements intended to improve transparency and comparability of government grant information.

The amendments in this ASU are effective for annual periods beginning after December 15, 2028, including interim periods within these fiscal years. Early adoption is permitted. The amendments in this ASU may be adopted using a prospective, modified retrospective, or full retrospective transition approach, depending on the nature of the grants and the transition method elected.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and disclosures.

ASU 2025-06 – Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40)

This ASU modernizes the accounting for internal-use software by removing references to prescriptive and sequential software development stages. The main provisions establish that capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed and used as intended. The ASU also introduces enhanced disclosure requirements that align internal-use software disclosures to property, plant and equipment. It also consolidates guidance for website development by integrating it into the framework for internal-use software.

The amendments in this ASU are effective for annual periods beginning after December 15, 2027, including interim periods within these fiscal years. Early adoption is permitted. The amendments in this ASU must be adopted either prospectively, retrospectively or using a modified transition approach based on project status and prior capitalization.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and disclosures.

ASU 2024-03 – Disaggregation of Income Statement Expenses (Subtopic 220-40)

This ASU aims to provide stakeholders a clearer understanding of an entity's expenses and enhance their ability to assess performance, forecast expenses and evaluate the entity's potential for future cash flows. The ASU amends the rules on income statement expense disclosures and requires public business entities to disaggregate and disclose, in tabular format in the notes to financial statements, specified categories of expenses contained within certain income statement expense line items; to integrate certain amounts that were already required to be disclosed under current GAAP with the new disaggregation requirements and to qualitatively disclose descriptions of the amounts

CN | 2026 Quarterly Review – Third Quarter 17

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

remaining that were not separately disaggregated. The ASU also requires public business entities to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of those selling expenses. This ASU does not change or remove the current disclosure requirements of expense line items on the face of the Consolidated Statements of Income.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either prospectively to Consolidated Financial Statements issued for reporting periods following the effective date, or retrospectively to any or all prior periods presented in the Consolidated Financial Statements.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements disclosures.

Other recently issued ASUs required to be applied on or after September 30, 2026 have been evaluated by the Company and are not expected to have a significant impact on the Company's Consolidated Financial Statements.

3 – Acquisition

Iowa Northern Railway Company

On January 14, 2025, the U.S. Surface Transportation Board (STB) issued a final decision approving CN’s application to acquire control of the Iowa Northern Railway Company (IANR), subject to certain conditions. The Company assumed control of IANR on March 1, 2025 (Control Date) and began consolidating IANR on that date, accounting for the acquisition as a business combination achieved in stages. The Company derecognized its previously held equity method investment in IANR of $320 million as of March 1, 2025 and remeasured the investment at its Control Date fair value of $344 million resulting in a net remeasurement gain of $24 million recorded in Other income in the Consolidated Statements of Income. The fair value of the previously held equity interest in IANR was determined through use of a discounted cash flow approach, which incorporated the Company’s best estimates of various assumptions including, but not limited to, discount rates and terminal growth rates and multiples.

The Company's Consolidated Balance Sheet includes the assets and liabilities of IANR as of the Control Date, and since that time, IANR’s results of operations have been included in the Company's results of operations. The Company has not provided pro forma information relating to the pre-control date period as the acquisition was not material.

The following table summarizes the final purchase price allocation with the fair value at the Control Date of the previously held equity interest in IANR, as well as the amounts recognized for the identifiable assets acquired and liabilities assumed on the Control Date:

In millions			March 1, 2025
Consideration
Fair value of previously held equity method investment (1)			$	344
Recognized amounts of identifiable assets acquired and liabilities assumed (1)
Current assets			$	10
Properties			426
Other non-current assets			10
Current liabilities			(20)
Deferred income tax liabilities			(90)
Other non-current liabilities			(23)
Total identifiable net assets (2)			$	313
Goodwill (3)			$	31

(1)The Company’s fair value of the previously held equity interest in IANR and the purchase price allocation was finalized in the fourth quarter of 2025.

(2)Includes operating lease right-of-use assets and liabilities. There were no identifiable intangible assets.

(3)The goodwill acquired through the business combination is mainly attributable to the premium of an established business operation. The goodwill is not deductible for tax purposes.

18 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The final fair values of Properties were determined using valuation techniques including the market approach and the cost approach. The significant assumptions used to determine the final fair value of Properties were mostly related to a selection of comparable assets and inflation.

4 – Revenues

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Freight revenues
Petroleum and chemicals			$	1,000		$	854		$	2,869		$	2,577
Metals and minerals			561			477			1,557			1,496
Forest products			495			451			1,424			1,406
Coal			246			237			708			725
Grain and fertilizers			923			775			2,952			2,560
Intermodal			1,065			980			3,114			2,928
Automotive			284			217			776			677
Total freight revenues			4,574			3,991			13,400			12,369
Other revenues			197			174			503			471
Total revenues (1)			$	4,771		$	4,165		$	13,903		$	12,840
Revenues by geographic area
Canada			$	3,301		$	2,887		$	9,731		$	8,946
United States (U.S.)			1,470			1,278			4,172			3,894
Total revenues (1)			$	4,771		$	4,165		$	13,903		$	12,840

(1)As at September 30, 2026, the Company had remaining performance obligations related to freight in-transit, for which revenues of $107 million ($96 million as at September 30, 2025) are expected to be recognized in the next quarterly period.

Contract liabilities

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Beginning balance			$	543		$	317		$	527		$	191
Revenue recognized included in the beginning balance			(15)			(9)			(17)			(13)
Increase due to consideration received, net of revenue recognized			12			76			30			206
Ending balance			$	540		$	384		$	540		$	384
Current portion - Ending balance			$	63		$	8		$	63		$	8

5 – Assets held for sale

During the third quarter of 2026, CN committed to a plan to sell portions of the Bogalusa, Central, and McComb subdivisions located in Louisiana and Mississippi to prospective buyers that intend to continue operating the rail lines. The related track and roadway assets met the criteria for classification as held for sale and were classified within Other current assets in the Consolidated Balance Sheets.

Based on the proposed contractual selling prices net of estimated transaction costs, no impairment was recognized. As at September 30, 2026, the carrying amount of the assets classified as held for sale was $130 million. On October 2, 2026, CN entered into definitive agreements with a short-line operator for the sale. Completion of the transaction is subject to regulatory authorization by the STB and other customary closing conditions, and any resulting gain on disposal is not expected to be significant.

CN | 2026 Quarterly Review – Third Quarter 19

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

6 – Properties

Properties, including internal-use software development costs, and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be fully recoverable. During the third quarter of 2026, CN decided to discontinue the development of certain components of its dispatching and back office information technology projects before completion. The affected software components had no alternative use and were no longer expected to provide future economic benefits. Accordingly, CN recognized an impairment of $118 million ($87 million after-tax), representing the full carrying amount of the affected software components, in Asset impairments within the Consolidated Statements of Income.

7 – Pensions and other postretirement benefits

The 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. Additional information relating to the retirement benefit plans is provided in Note 17 – Pensions and other postretirement benefits to the Company's 2025 Annual Consolidated Financial Statements.

			Three months ended September 30												Nine months ended September 30
			Pensions						Other postretirement benefits						Pensions						Other postretirement benefits
In millions			2026			2025			2026			2025			2026			2025			2026			2025
Current service cost			$	16		$	21		$	1		$	1		$	49		$	63		$	1		$	1
Other components of net periodic benefit income:
Interest cost			143			150			1			2			428			453			4			5
Expected return on plan assets			(288)			(290)			—			—			(863)			(870)			—			—
Amortization of prior service credit			—			—			(1)			(1)			—			—			(3)			(3)
Amortization of net actuarial loss (gain)			13			15			(1)			(1)			39			43			(4)			(4)
Total Other components of net periodic benefit income			(132)			(125)			(1)			—			(396)			(374)			(3)			(2)
Net periodic benefit income (1)			$	(116)		$	(104)		$	—		$	1		$	(347)		$	(311)		$	(2)		$	(1)

(1)In the second quarters of 2026 and 2025, the Company revised its estimate of full year net periodic benefit income for pensions to reflect updated plan demographic information and the resulting impacts were not significant.

Pension contributions

Pension contributions for all plans for the nine months ended September 30, 2026 and 2025 were $45 million and $57 million, respectively. Based on the results of the Company's actuarial valuations for funding purposes as at December 31, 2025, the CN Pension Plan remained fully funded and at a level such that the Company continues to be prohibited from making contributions to the defined benefit component of the CN Pension Plan in 2026. As such, total cash contributions of approximately $60 million are expected to be made in 2026 for all pension plans other than the defined benefit component of the CN Pension Plan.

8 – Other income

Other income includes gains and losses on the disposal of land and property, foreign exchange gains and losses related to foreign exchange forward contracts and the re-measurement of foreign currency denominated monetary assets and liabilities, and other items.

Disposal of property

On February 27, 2026, the Company recorded the sale of a portion of the Newmarket subdivision located in Washago and Sundridge, Ontario, Canada, together with rail fixtures, for cash proceeds of $84 million, which resulted in a gain of $66 million ($57 million after tax).

20 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

9 – Earnings per share

			Three months ended September 30						Nine months ended September 30
In millions, except per share data			2026			2025			2026			2025
Net income			$	1,209		$	1,139		$	3,604		$	3,472
Weighted-average basic shares outstanding			603.7			621.9			607.2			625.7
Dilutive effect of stock-based compensation			1.5			0.5			1.0			0.5
Weighted-average diluted shares outstanding			605.2			622.4			608.2			626.2
Basic earnings per share			$	2.00		$	1.83		$	5.94		$	5.55
Diluted earnings per share			$	2.00		$	1.83		$	5.93		$	5.54
Units excluded from the calculation as their inclusion would not have a dilutive effect
Stock options			0.4			2.5			1.2			2.1
Performance share units			0.3			0.7			0.5			0.7

10 – Financing activities

For details on the Company's available financing sources, see Note 15 – Debt to the Company's 2025 Annual Consolidated Financial Statements. For the nine months ended September 30, 2026, the following changes occurred:

Notes and debentures

For the nine months ended September 30, 2026, the Company issued and repaid the following:

•On September 15, 2026, the Company redeemed the US$125 million ($174 million) 7.70% Notes, issued by its wholly owned subsidiary Illinois Central Railroad Company, due 2096 for US$129 million ($179 million), and derecognized the remaining debt issuance costs, which resulted in a total loss of US$5 million ($7 million) that was recorded in Other income within the Consolidated Statements of Income;

•On May 12, 2026, issuance of US$300 million ($410 million) 4.35% Notes due 2029 and US$450 million ($615 million) 4.95% Notes due 2036 in the U.S. capital markets, which resulted in total net proceeds of $1,016 million; and

•On March 1, 2026, repayment of US$500 million ($682 million) 2.75% Notes due 2026 upon maturity.

For the nine months ended September 30, 2025, the Company issued and repaid the following:

•On September 22, 2025, repayment of $350 million 2.80% Notes due 2025 upon maturity; and

•On June 10, 2025, issuance of $500 million 3.50% Notes due 2030 and $500 million 4.20% Notes due 2035 in the Canadian capital markets, which resulted in total net proceeds of $995 million.

Revolving credit facilities

On March 31, 2026, the Company increased its existing unsecured revolving credit agreement from $2.5 billion to $3.0 billion. The Company's revolving credit facility agreement was also amended to extend the respective tenors by one additional year each and to remove its sustainability linked loan structure whereby its applicable margins were adjusted up or down based on the Company's performance under certain sustainability goals. The amended unsecured credit facility of $3.0 billion consists of tranches of $1.75 billion and $1.25 billion that are now maturing on March 31, 2029 and March 31, 2031, respectively. The unsecured revolving credit facility of $1.0 billion that was maturing on March 17, 2027 has been terminated as of March 31, 2026. The $3.0 billion revolving credit facility provides borrowings at various benchmark interest rates, such as the Secured Overnight Financing Rate (SOFR) and the Canadian Overnight Repo Rate Average (CORRA), plus applicable margins, based on CN's credit ratings. The revolving credit facility agreement has a financial covenant, which limits debt as a percentage of total capitalization. The Company is in compliance as at September 30, 2026.

As at September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under its revolving credit facility and there were no draws during the nine months ended September 30, 2026.

CN | 2026 Quarterly Review – Third Quarter 21

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Equipment loans

During the first nine months of 2026, the Company repaid $66 million of its equipment loans. As at September 30, 2026 and December 31, 2025, the Company had outstanding borrowings of $1,285 million and $1,329 million, respectively, at a weighted-average interest rate of 4.00% and 3.85%, respectively, and had no further amounts available to be drawn under these facilities.

Commercial paper

The Company has a commercial paper program in Canada and in the U.S. Both programs are backstopped by the Company's revolving credit facility. As of May 6, 2026, the maximum aggregate principal amount of commercial paper that can be issued was increased from $2.5 billion to $3.0 billion, or the equivalent amount in US dollars, on a combined basis. As at September 30, 2026 and December 31, 2025, the Company had total commercial paper borrowings of US$850 million ($1,210 million) and US$90 million ($124 million) respectively, at a weighted-average interest rate of 3.98% and 3.79%, respectively, presented in Current portion of long-term debt on the Consolidated Balance Sheets.

						Three months ended September 30						Nine months ended September 30
In millions						2026			2025			2026			2025
Commercial paper with maturities less than 90 days
Issuance						$	6,285		$	6,979		$	16,422		$	18,236
Repayment						(5,505)			(6,260)			(15,453)			(17,986)
Change in commercial paper with maturities less than 90 days, net						$	780		$	719		$	969		$	250
Commercial paper with maturities of 90 days or greater
Issuance						$	—		$	—		$	98		$	—
Repayment						—			—			(102)			(224)
Change in commercial paper with maturities of 90 days or greater, net						$	—		$	—		$	(4)		$	(224)
Change in commercial paper, net						$	780		$	719		$	965		$	26

Accounts receivable securitization program

As at September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under the accounts receivable securitization program and there were no draws during the nine months ended September 30, 2026.

Bilateral letter of credit facilities

On March 31, 2026, the Company extended the maturity date of its committed bilateral letter of credit facility agreements to April 28, 2029.

As at September 30, 2026, the Company had outstanding letters of credit of $323 million ($321 million as at December 31, 2025) under the committed facilities and $151 million ($153 million as at December 31, 2025) under the uncommitted facilities.

Repurchase of common shares

The Company may repurchase its common shares pursuant to a Normal Course Issuer Bid (NCIB) at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. Under its current NCIB, the Company may repurchase up to 24.0 million common shares between February 4, 2026 and February 3, 2027. As at September 30, 2026, the Company had repurchased 11.1 million common shares for $1,751 million under its current NCIB.

As at September 30, 2026, the Company had accrued a liability of $37 million for the two percent tax on net share repurchases made in the first nine months of 2026 ($39 million as at December 31, 2025), which was accounted for as a direct cost of common share repurchases and recorded in Shareholders’ equity. The accrued tax obligation for the 2025 net share repurchases was paid in the first quarter of 2026.

The Company repurchased 16.0 million common shares under its previous NCIB, including 1.7 million common shares in the first quarter of 2026, which allowed for the repurchase of up to 20.0 million common shares between February 4, 2025 and February 3, 2026.

22 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

			Three months ended September 30						Nine months ended September 30
In millions, except per share data			2026			2025			2026			2025
Number of common shares repurchased			3.9			7.7			12.8			10.5
Weighted-average price per share (1)			$	176.61		$	134.77		$	157.23		$	137.91
Amount of repurchase (1)(2)			$	676		$	1,041		$	1,999		$	1,448

(1)Includes brokerage fees and tax on share repurchases.

(2)Includes settlements in subsequent periods.

11 – Leases

The Company entered into an operating lease for its new office headquarters for a term of approximately 20 years, providing for phased access to floors prior to the contractual rent commencement date of January 1, 2028. Lease commencement is determined as control is obtained on a floor‑by‑floor basis, and operating right‑of‑use (ROU) assets and lease liabilities are recognized accordingly. During the second and third quarters of 2026, the Company recognized ROU assets and lease liabilities for floors under the Company’s control in the amount of $121 million, representing approximately 60 percent of the expected total. The remaining floors are expected to be delivered over the next three to six months and are not currently included in the Company’s financial statements.

12 – Stock-based compensation

The Company has various stock-based compensation plans for eligible employees. A description of the major plans is provided in Note 19 – Stock-based compensation to the Company's 2025 Annual Consolidated Financial Statements.

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Share Units Plan (1)			$	21		$	13		$	68		$	50
Voluntary Incentive Deferral Plan (2)			—			—			—			—
Stock Option Plan			4			2			10			9
Employee Share Investment Plan			7			8			22			23
Total stock-based compensation expense			$	32		$	23		$	100		$	82
Income tax impacts of stock-based compensation
Tax benefit recognized in income			$	8		$	7		$	26		$	21
Net excess tax benefit (deficiency) recognized in income			$	—		$	—		$	(4)		$	(6)

(1)Performance share unit (PSU) awards and restricted share unit (RSU) awards are granted under the Share Units Plan. PSU-ROIC awards and PSU-TSR awards settle depending on the level of attainment of a target return on invested capital (ROIC) performance condition, and on the level of attainment of a target total shareholder return (TSR) market condition, respectively, as defined by the award agreement, over the plan period of three years. RSU awards settle depending on continued employment over the applicable plan period, and are not subject to market or performance conditions.

(2)Deferred share unit (DSU) awards are granted under the Voluntary Incentive Deferral Plan.

CN | 2026 Quarterly Review – Third Quarter 23

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Share Units Plan

			PSUs-ROIC (1)						PSUs-TSR (2)						RSUs (3)
			Units			Weighted-average grant date fair value			Units			Weighted-average grant date fair value			Units			Weighted-average grant date fair value
			In millions						In millions						In millions
Outstanding at December 31, 2025			0.4			$	153.18		0.3			$	198.61		0.5			$	148.51
Granted (4)			0.2			$	131.21		0.1			$	145.18		0.2			$	131.07
Settled			—			$	—		—			$	—		(0.1)			$	144.44
Forfeited			—			$	139.63		—			$	184.16		—			$	144.37
Outstanding at September 30, 2026			0.6			$	147.16		0.4			$	182.17		0.6			$	142.86

(1)The grant date fair value of equity-settled PSU-ROIC awards granted in 2026 of $22 million is valued based on the closing price of the Company's stock on the date of the grant. As at September 30, 2026, total unrecognized compensation cost related to all outstanding awards was $34 million and is expected to be recognized over a weighted-average period of 1.6 years.

(2)The grant date fair value of equity-settled PSU-TSR awards granted in 2026 of $17 million is calculated using a Monte Carlo simulation model. As at September 30, 2026, total unrecognized compensation cost related to all outstanding awards was $20 million and is expected to be recognized over a weighted-average period of 1.4 years.

(3)The grant date fair value of equity-settled RSU awards granted in 2026 of $32 million is valued based on the closing price of the Company's stock on the date of the grant. As at September 30, 2026, total unrecognized compensation cost related to all outstanding awards was $31 million and is expected to be recognized over a weighted-average period of 1.7 years.

(4)Units granted in lieu of dividends have not been quantified as they relate to a nominal number of units.

Voluntary Incentive Deferral Plan

			DSUs (1)
			Units			Weighted-average grant date fair value
			In millions
Outstanding at December 31, 2025			0.3			$	121.72
Granted			—			$	151.19
Settled (2)			—			$	110.05
Outstanding at September 30, 2026 (3)			0.3			$	129.75

(1)The grant date fair value of equity settled DSU awards granted in 2026 of $5 million is valued based on the closing price of the Company's stock on the date of the grant. As at September 30, 2026, the aggregate intrinsic value of all equity settled DSU awards outstanding amounted to $45 million.

(2)For the nine months ended September 30, 2026, the Company purchased common shares for the settlement of equity settled DSUs, net of the remittance of the participants withholding tax obligation of $4 million.

(3)The total fair value of equity settled DSU awards vested, the number of units outstanding that were nonvested, unrecognized compensation cost and the remaining recognition period, have not been quantified as they relate to a nominal number of units.

Stock Option Plan

			Options outstanding
			Number of options			Weighted-average exercise price
			In millions
Outstanding at December 31, 2025 (1)			3.1			$	141.35
Granted (2)			0.5			$	131.28
Exercised			(0.7)			$	126.31
Forfeited			(0.1)			$	156.35
Outstanding at September 30, 2026 (1)(2)(3)			2.8			$	146.22
Exercisable at September 30, 2026 (1)(3)			1.5			$	145.17

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

(2)The grant date fair value of options granted in 2026 of $10 million ($21.74 per option) is calculated using the Black-Scholes option-pricing model. As at September 30, 2026, total unrecognized compensation cost related to all outstanding awards was $16 million and is expected to be recognized over a weighted-average period of 1.8 years.

(3)The weighted-average term to expiration of options outstanding was 6.3 years and the weighted-average term to expiration of exercisable stock options was 4.8 years. As at September 30, 2026, the aggregate intrinsic value of in-the-money stock options outstanding amounted to $66 million and the aggregate intrinsic value of stock options exercisable amounted to $39 million.

24 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Employee Share Investment Plan

			ESIP
			Number of shares			Weighted-average share price
			In millions
Unvested contributions at December 31, 2025			0.3			$	138.17
Company contributions			0.2			$	155.52
Forfeited			(0.1)			$	146.04
Vested (1)			(0.1)			$	140.11
Unvested contributions at September 30, 2026 (2)			0.3			$	150.58

(1)As at September 30, 2026, total fair value of units purchased with Company contributions that vested in 2026 was $22 million.

(2)As at September 30, 2026, total unrecognized compensation cost related to all outstanding awards was $17 million and is expected to be recognized over the next 12 months.

13 – Accumulated other comprehensive loss

The following tables present the changes in Accumulated other comprehensive loss by component for the three and nine months ended September 30, 2026 and 2025:

In millions			Foreign  currency  translation			Pension  and other postretirement benefit plans			Derivative instruments			Total  before tax			Income tax recovery (expense) (1)			Total  net of tax
Balance at June 30, 2026			$	144		$	(1,533)		$	61		$	(1,328)		$	530		$	(798)
Other comprehensive income (loss) before reclassifications:
Translation of net investment (2)			51									51			—			51
Translation of US dollar debt (3)			(34)									(34)			3			(31)
Derivative instruments (4)									9			9			(2)			7
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of net actuarial loss (5)						12						12			(3)			9
Amortization of prior service credit						(1)						(1)			1			—
Amortization of derivative instruments (6)									(10)			(10)			1			(9)
Other comprehensive income (loss)			17			11			(1)			27			—			27
Balance at September 30, 2026			$	161		$	(1,522)		$	60		$	(1,301)		$	530		$	(771)

In millions			Foreign  currency  translation			Pension  and other postretirement benefit plans			Derivative instruments			Total  before tax			Income tax recovery (expense) (1)			Total  net of tax
Balance at December 31, 2025			$	(69)		$	(1,554)		$	77		$	(1,546)		$	479		$	(1,067)
Other comprehensive income (loss) before reclassifications:
Translation of net investment (2)			653									653			—			653
Translation of US dollar debt (3)			(423)									(423)			56			(367)
Derivative instruments (4)									57			57			(9)			48
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of net actuarial loss (5)						35						35			(9)			26
Amortization of prior service credit						(3)						(3)			1			(2)
Amortization of derivative instruments (6)									(74)			(74)			12			(62)
Other comprehensive income (loss)			230			32			(17)			245			51			296
Balance at September 30, 2026			$	161		$	(1,522)		$	60		$	(1,301)		$	530		$	(771)

Footnotes to the tables follow on the next page.

CN | 2026 Quarterly Review – Third Quarter 25

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

In millions			Foreign  currency  translation			Pension  and other postretirement benefit plans			Derivative instruments			Total  before tax			Income tax recovery (expense) (1)			Total  net of tax
Balance at June 30, 2025			$	(128)		$	(1,955)		$	82		$	(2,001)		$	572		$	(1,429)
Other comprehensive income (loss) before reclassifications:
Translation of net investment (2)			385									385			—			385
Translation of US dollar debt (3)			(248)									(248)			33			(215)
Derivative instruments (4)									33			33			(5)			28
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of net actuarial loss (5)						14						14			(4)			10
Amortization of prior service credit						(1)						(1)			1			—
Amortization of derivative instruments (6)									(36)			(36)			6			(30)
Other comprehensive income (loss)			137			13			(3)			147			31			178
Balance at September 30, 2025			$	9		$	(1,942)		$	79		$	(1,854)		$	603		$	(1,251)

In millions			Foreign  currency  translation			Pension  and other postretirement benefit plans			Derivative instruments			Total  before tax			Income tax recovery (expense) (1)			Total  net of tax
Balance at December 31, 2024			$	217		$	(1,978)		$	79		$	(1,682)		$	662		$	(1,020)
Other comprehensive income (loss) before reclassifications:
Translation of net investment (2)			(586)									(586)			—			(586)
Translation of US dollar debt (3)			378									378			(51)			327
Derivative instruments (4)									(31)			(31)			3			(28)
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of net actuarial loss (5)						39						39			(9)			30
Amortization of prior service credit						(3)						(3)			1			(2)
Amortization of derivative instruments (6)									31			31			(3)			28
Other comprehensive income (loss)			(208)			36			—			(172)			(59)			(231)
Balance at September 30, 2025			$	9		$	(1,942)		$	79		$	(1,854)		$	603		$	(1,251)

(1)The Company releases stranded tax effects from Accumulated other comprehensive loss to Net income upon the liquidation or termination of the related item.

(2)Foreign exchange gain (loss) on translation of net investment in foreign operations.

(3)Foreign exchange gain (loss) on translation of US dollar-denominated debt designated as a hedge of the net investment in foreign operations. The Company designates US dollar-denominated debt of the parent company as a foreign currency hedge of its net investment in foreign operations. Accordingly, from the dates of designation, foreign exchange gains and losses on translation of the Company's US dollar-denominated debt are recorded in Accumulated other comprehensive loss, which minimizes the volatility of earnings resulting from the conversion of US dollar-denominated debt into Canadian dollars.

(4)Includes the cumulative gains in fair value of treasury locks for the three and nine months ended September 30, 2025 of $1 million and $2 million, respectively as well as the cumulative changes in fair values of cross-currency interest rate swaps. See Note 15 – Financial instruments.

(5)Total before tax reclassified to Other components of net periodic benefit income in the Consolidated Statements of Income and included in net periodic benefit income. See Note 7 – Pensions and other postretirement benefits for additional information.

(6)Includes the amortization of treasury locks for the three and nine months ended September 30, 2026 of $nil and $2 million ($1 million and $3 million as at September 30, 2025), respectively, as well as the amortization of cross-currency interest rate swaps related to foreign currency exposure and interest expense. See Note 15 - Financial instruments.

26 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

14 – Major commitments and contingencies

Purchase commitments

As at September 30, 2026, the Company had fixed and variable commitments to purchase engineering services, rail, information technology services and licenses, locomotives, railroad cars, wheels, rail ties, as well as other equipment and services with a total estimated cost of $2,927 million. Costs of variable commitments were estimated using forecasted prices and volumes.

Contingencies

In 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.

As at September 30, 2026, the Company had aggregate reserves for personal injury and other claims of $277 million, of which $98 million was recorded as a current liability ($310 million as at December 31, 2025, of which $71 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 as at September 30, 2026, 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 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.

Environmental matters

The Company's provision for specific environmental sites is undiscounted and includes costs for remediation and restoration of sites, as well as monitoring costs. Costs related to any unknown existing or future contamination will be accrued in the period in which they become probable and reasonably estimable. Additional information relating to the Company's environmental matters is provided in Note 21 – Major commitments and contingencies to the Company's 2025 Annual Consolidated Financial Statements.

Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), the Company through one of its subsidiaries was notified by the U.S. Environmental Protection Agency (EPA) on February 28, 2024 that the EPA considers it a potentially responsible party (PRP), along with at least five other previously notified parties, with respect to the Matthiessen & Hegeler Zinc Company Site (Site) in LaSalle, Illinois. The EPA also requested that the Company respond to certain information requests, which the Company did on June 30, 2024. The Company’s designation as a PRP is based on claims that the Company, or its predecessors, had land holdings historically that were leased to others for commercial or industrial uses that may allegedly have resulted in the disposal of hazardous substances onto the Site. Based on remedial investigations and feasibility studies previously conducted, the EPA issued a Record of Decision outlining the clean-up plan for the Site and certain off-Site areas. In the second quarter of 2025, CN received a special notice letter from the EPA which requested CN to respond with a good faith offer by August 4, 2025. The Company responded to the EPA on August 4, 2025 reiterating why it should not be considered a PRP for the Site and as at October 29, 2026, there have been no further developments. The Company has not accrued any obligation related to the remediation of the Site as it has not been able to confirm to what, if any, extent it contributed to the contamination, the extent and cost of remediation and the contribution of other potentially responsible parties and their ability to pay for their obligations.

For matters where a loss is reasonably possible but not probable, a range of potential 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.

CN | 2026 Quarterly Review – Third Quarter 27

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

As at September 30, 2026, the Company had aggregate accruals for environmental costs of $63 million, of which $41 million was recorded as a current liability ($64 million as at December 31, 2025, of which $38 million was recorded as a current liability). The Company anticipates that the liability at September 30, 2026 will be paid out over the next five years. Based on the information currently available, the Company considers its accruals to be adequate.

Guarantees and indemnifications

A description of the Company's guarantees and indemnifications is provided in Note 21 – Major commitments and contingencies to the Company's 2025 Annual Consolidated Financial Statements.

As at September 30, 2026, the Company had outstanding letters of credit of $323 million ($321 million as at December 31, 2025) under the committed bilateral letter of credit facilities and $151 million ($153 million as at December 31, 2025) under the uncommitted bilateral letter of credit facilities, and surety and other bonds of $140 million ($147 million as at December 31, 2025), all issued by financial institutions with investment grade credit ratings to third parties to indemnify them in the event the Company does not perform its contractual obligations.

As at September 30, 2026, the maximum potential liability under these guarantee instruments was $614 million ($621 million as at December 31, 2025), of which $571 million ($580 million as at December 31, 2025) related to other employee benefit liabilities and workers' compensation and $43 million ($41 million as at December 31, 2025) related to other liabilities. The guarantee instruments expire at various dates between 2026 and 2027.

As at September 30, 2026, the Company had not recorded a liability with respect to guarantees and indemnifications as the Company did not expect to make any payments under its guarantees and indemnifications.

15 – Financial instruments

Derivative financial instruments

The Company uses derivative financial instruments from time to time in the management of its foreign currency and interest rate exposures. The Company has limited involvement with derivative financial instruments in the management of its risks and does not hold or issue them for trading or speculative purposes.

Foreign currency risk

Foreign exchange forward contracts

As at September 30, 2026, the Company had outstanding foreign exchange forward contracts to purchase a notional value of US$1,292 million (US$477 million as at December 31, 2025). These outstanding contracts are at a weighted-average exchange rate of $1.38 per US$1.00 ($1.39 per US$1.00 as at December 31, 2025). The weighted-average term of the contracts is 106 days (110 days as at December 31, 2025). Changes in fair values of foreign exchange forward contracts, resulting from changes in foreign exchange rates, are recognized in Other income in the Consolidated Statements of Income as they occur.

For the three and nine months ended September 30, 2026, the Company recorded gains of $3 million and $109 million, respectively, related to foreign exchange forward contracts compared to a gain of $40 million and a loss of $7 million, respectively, for the same periods in 2025. These gains and losses were largely offset by the re-measurement of US dollar-denominated monetary assets and liabilities recorded in Other income.

As at September 30, 2026, the fair value of outstanding foreign exchange forward contracts included in Other current assets and Accounts payable and other was $45 million and $nil, respectively ($nil and $10 million as at December 31, 2025).

28 CN | 2026 Quarterly Review – Third Quarter

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Cross-currency interest rate swaps

On March 1, 2026, the US$500 million cross-currency interest rate swap (CCIRS) was settled in conjunction with the underlying bond settlement. As at September 30, 2026, the aggregate notional amount of CCIRS outstanding was US$1,275 million to hedge the US-to-Canadian dollar currency fluctuations on US dollar-denominated notes maturing on July 15, 2028, May 12, 2029, March 12, 2031 and October 15, 2031 for an aggregate principal amount of $1,780 million with a weighted average fixed annual interest rate of 4.67%.

These CCIRS were designated as qualifying hedging instruments and were accounted for as cash flow hedges, with their critical terms corresponding to the related US dollar-denominated notes.

The following table provides the fair value gain or (loss) recorded in Accumulated other comprehensive loss and the amounts amortized to Other income related to foreign currency exposure and to Interest expense as reported for the three and nine months ended September 30, 2026 and September 30, 2025.

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Change in fair value of CCIRS			$	9		$	32		$	57		$	(33)
Other income			$	5		$	31		$	60		$	(44)
Interest expense			$	5		$	4		$	12		$	10

The following table provides the cumulative change in fair value of outstanding CCIRS as at September 30, 2026 and December 31, 2025:

In millions			As at September 30, 2026			As at December 31, 2025
Other current assets			$	25		$	7
Intangible assets, goodwill and other			14			—
Accounts payable and other			—			(29)
Other liabilities and deferred credits			(11)			(30)
Total fair value of CCIRS			$	28		$	(52)

The cash flows related to these CCIRS that pertain to the periodic interest settlements are classified as operating activities and the cash flows that pertain to the principal balance are classified as financing activities.

Interest rate risk

Interest rate swaps

The Company had outstanding interest rate swaps (IRS) designated as qualifying hedging instruments and accounted for as fair value hedges. The swaps were designed to hedge the interest rate risk associated with market fluctuations attributable to the Canadian Overnight Repo Rate Average (CORRA) or the Secured Overnight Financing Rate (SOFR). The fair value gain or loss on the swaps as well as any offsetting loss or gain on the hedged notes attributable to the hedged risk are recorded in Interest expense.

The following table presents the notional value of U.S. dollar and Canadian dollar denominated debt instruments that are hedged through IRS for the equivalent notional value:

In millions						Maturity			US$ denominated amount						As at September 30, 2026			As at December 31, 2025
3.50%			5-year notes			June 10, 2030									500			500
4.20%			10-year notes			June 10, 2035									500			500
4.95%			10-year notes			May 12, 2036			US$			450			640			—
Total notional value															$	1,640		$	1,000

CN | 2026 Quarterly Review – Third Quarter 29

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table provides the cumulative change in fair value of outstanding IRS and the corresponding fair value hedging adjustment in Long-term debt as at September 30, 2026 and December 31, 2025:

In millions			As at September 30, 2026			As at December 31, 2025
Other current assets			$	2		$	5
Accounts payable and other			(6)			—
Other liabilities and deferred credits			(89)			(16)
Total fair value of IRS			$	(93)		$	(11)
Hedging adjustment gain (loss)			$	94		$	11

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Periodic net interest accruals for IRS recorded in Interest expense			$	1		—			$	4		—

Fair value of financial instruments

The financial instruments that the Company measures at fair value on a recurring basis in periods subsequent to initial recognition are categorized into the following levels of the fair value hierarchy based on the degree to which inputs are observable:

•Level 1: Inputs are quoted prices for identical instruments in active markets

•Level 2: Significant inputs (other than quoted prices included in Level 1) are observable

•Level 3: Significant inputs are unobservable

The carrying amounts of Cash and cash equivalents and Restricted cash and cash equivalents approximate fair value. These financial instruments include highly liquid investments purchased three months or less from maturity, for which the fair value is determined by reference to quoted prices in active markets.

The carrying amounts of Accounts receivable, Other current assets and Accounts payable and other approximate fair value due to their short maturity, unless otherwise specified. The fair value of derivative financial instruments, included in Other current assets and Accounts payable and other is classified as Level 2 and is used to manage the Company's exposure to foreign currency risk and interest rate risk. The fair value is measured by discounting future cash flows using a discount rate derived from market data for financial instruments subject to similar risks and maturities.

The carrying amount of the Company's debt does not approximate fair value. The fair value is estimated based on 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 classifies debt as Level 2. As at September 30, 2026, the Company's debt, excluding finance leases, had a carrying amount of $22,808 million ($21,201 million as at December 31, 2025) and a fair value of $20,498 million ($20,246 million as at December 31, 2025). The carrying amount of debt excluding finance leases exceeded the fair value due to market rates being higher than the stated coupon rates.

16 – Segmented information

For details relating to the Company's segmented information, see Note 23 - Segment information to the Company's 2025 Annual Consolidated Financial Statements.

Net income and diluted earnings per share (EPS), which are reported on the Company's Consolidated Statements of Income, are the profit measures reviewed by the Chief Operating Decision Maker (CODM), identified as the Company's President and Chief Executive Officer. These measures are used by the CODM to assess segment profitability, allocate resources across CN's network, benchmark performance against targets and industry standards, analyze trends for strategic planning and forecasting and communicating results to stakeholders.

Significant segment expenses regularly provided to the CODM and included within net income and EPS are the expense captions detailed in the Consolidated Statements of Income. The measure of segment assets is reported on the Consolidated Balance Sheets as Total assets. Segment property additions is reported on the Consolidated Statements of Cash Flows as Property additions.

30 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Contents
Forward-looking statements			32
Introduction			33
Quarterly highlights			33
2026 Business outlook and assumptions			35
Financial highlights			36
Results of operations			36
Non-GAAP measures			38
Revenues			41
Operating expenses			46
Other income and expense			47
Summary of quarterly financial data			48
Liquidity and capital resources			48
Off balance sheet arrangements			54
Outstanding share data			54
Financial instruments			54
Recent accounting pronouncements			56
Recent regulatory and other updates			57
Critical accounting estimates			58
Business risks			58
Controls and procedures			59

CN | 2026 Quarterly Review – Third Quarter 31

MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-looking statements

Certain statements included in this Management's Discussion and Analysis (MD&A) are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to CN. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as "believes," "expects," "anticipates," "assumes," "outlook," "plans," "targets," "goals," or other similar words.

Forward-looking statements include, but are not limited to, those set forth in the table below, which also presents key assumptions used in determining the forward-looking statements. See also the section of this MD&A entitled 2026 Business outlook and assumptions.

Forward-looking statements			Key assumptions
Statements relating to revenue growth opportunities, including those referring to general economic and business conditions			•North American and global economic growth in the short and long term •Long-term growth opportunities being less affected by current economic conditions •No material disruption of CN’s operations or of the economy’s supply chains as a result of pandemics or geopolitical conflicts and tensions •No further deterioration in the North American economy as a result of tariffs, trade barriers and trade actions taken by various governments and agencies globally
Statements relating to the Company's ability to meet debt repayments and future obligations in the foreseeable future, including income tax payments, and capital spending			•Adequate credit ratios •Investment-grade credit ratings •Access to capital markets •Adequate cash generated from operations and other sources of financing
Statements relating to pension contributions			•Adequate cash generated from operations and other sources of financing •Adequate long-term return on investment on pension plan assets •Level of funding as determined by actuarial valuations, particularly influenced by discount rates for funding purposes

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts or tensions; trade restrictions, trade barriers, or the imposition of tariffs or other changes to international trade arrangements; 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 and other regulatory claims or proceedings; increases in maintenance and operating costs; security threats; reliance on technology, including the use of artificial intelligence, and related cybersecurity risk; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the U.S., including its Annual Information Form and Form 40-F. See the section entitled Business risks of this MD&A and the Company's 2025 Annual MD&A for a description of major risk factors relating to CN.

CN has sustainability-related commitments and climate goals, and continues to assess the impact on its operations of related initiatives, plans and proposals that CN and other stakeholders (including government, regulatory and other bodies) are pursuing in relation to climate change and carbon emissions. The achievement of CN’s climate goals is subject to several risks and uncertainties, including those disclosed in the section entitled Business risks: Reputation of the Company's 2025 Annual MD&A. The achievement of these goals is also subject to circumstances outside of the Company’s control, including the availability and cost competitiveness of renewable fuels and the development and availability of new technologies, such as alternative propulsion locomotive technologies, and the cooperation of third parties such as suppliers, customers, supply chain partners and regulators. There can be no certainty that the Company will achieve any or all of these goals within the stated timeframe, or that achieving any of these goals will meet all of the expectations of its stakeholders or applicable legal

32 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

requirements. If the Company is unable to achieve its climate goals or satisfy the expectations of its stakeholders, its brand and reputation could be materially and adversely affected.

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement. Information contained on, or accessible through, our website is not incorporated by reference into this MD&A.

Introduction

This MD&A dated October 29, 2026, relates to the consolidated financial position and results of operations of Canadian National Railway Company, together with its wholly-owned subsidiaries, collectively "CN" or the "Company," and should be read in conjunction with the Company's September 30, 2026 Interim Consolidated Financial Statements and Notes thereto. It should also be read in conjunction with the Company's 2025 Annual Consolidated Financial Statements, and the 2025 Annual MD&A. All financial information reflected herein is expressed in Canadian dollars and prepared in accordance with United States generally accepted accounting principles (GAAP), unless otherwise noted.

CN's common shares are listed on the Toronto and New York stock exchanges. Additional information about CN filed with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (SEC), including the Company's 2025 Annual Information Form and Form 40-F, may be found online on SEDAR+ at www.sedarplus.ca, on the SEC's website at www.sec.gov through EDGAR, and on the Company's website at www.cn.ca in the Investors section. Printed copies of such documents may be obtained by contacting CN's Corporate Secretary's Office.

Quarterly highlights

Third quarter of 2026 compared to third quarter of 2025

Financial results

•Revenues of $4,771 million, an increase of $606 million, or 15%.

•Operating income of $1,730 million, an increase of $124 million, or 8% and adjusted operating income of $1,862 million, an increase of $256 million, or 16%. (1)(2)

•Operating ratio, defined as operating expenses as a percentage of revenues, of 63.7%, an increase of 2.3-points and adjusted operating ratio of 61.0%, an improvement of 0.4-points. (1)(2)

•Net income of $1,209 million, an increase of $70 million, or 6% and adjusted net income of $1,307 million, an increase of $168 million, or 15%. (1)(2)

•Diluted earnings per share (EPS) of $2.00, an increase of 9% and adjusted diluted EPS of $2.16, an increase of 18%. (1)(2)

•Net cash provided by operating activities of $1,904 million, in line with the same period in 2025, and net cash used in investing activities of $828 million, a decrease of $292 million, or 26%.

•Free cash flow of $1,076 million, an increase of $283 million, or 36%. (1)(3)

(1)This non-GAAP measure does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

(2)See the section of this MD&A entitled Non-GAAP measures for an explanation and reconciliation of these non-GAAP measures.

(3)See the section of this MD&A entitled Liquidity and capital resources – Free cash flow for an explanation and reconciliation of this non-GAAP measure.

CN | 2026 Quarterly Review – Third Quarter 33

MANAGEMENT'S DISCUSSION AND ANALYSIS

Operating performance (1)

•Through dwell increased by 1% to 7.1 (entire railroad, hours).

•Car velocity decreased by 2% to 207 (car miles per day).

•Through network train speed decreased by 2% to 19.1 (mph).

•Fuel efficiency of 0.814 (US gallons of locomotive fuel consumed per 1,000 gross ton miles (GTMs)), was 2% more efficient.

•Train length remained flat at 8,083 (feet).

•Revenue ton miles (RTMs) increased 4% to 59,383 (millions).

•Injury frequency rate decreased from 1.18 to 0.80 (per 200,000 person hours). (2)

•Accident rate decreased from 1.92 to 1.51 (per million train miles). (2)

(1)Statistical operating data, key operating measures and safety indicators are unaudited and based on estimated data available at such time and are subject to change as more complete information becomes available.

(2)Based on Federal Railroad Administration (FRA) reporting criteria.

Leadership changes

On October 29, 2026, CN announced that Ghislain Houle, Executive Vice-President and Chief Financial Officer, will retire from his role effective February 1, 2027. Jamie Lockwood, currently Vice-President, Investor Relations and Special Projects, has been selected to succeed Ghislain Houle as Executive Vice-President and Chief Financial Officer, effective February 1, 2027. Ghislain Houle will remain Executive Vice-President and Chief Financial Officer through January 31, 2027 and thereafter will serve as Strategic Advisor to the President and Chief Executive Officer until his retirement on March 31, 2027 to support a smooth transition.

Labor and Workforce negotiations

As at September 30, 2026, CN employed a total of 17,289 employees in Canada, of which 12,642, or 73%, were unionized employees, and 6,533 employees in the U.S., of which 5,468, or 84%, were unionized employees.

Canadian workforce

Teamsters Canada Rail Conference

On August 31, 2026, Teamsters Canada Rail Conference (TCRC) issued a Notice to Bargain for the renewal of its collective agreement with CN, which expires on December 31, 2026. The agreement covers approximately 6,000 conductors, conductor trainees, yard coordinators and locomotive engineers across CN's network in Canada. The parties commenced negotiations on September 14, 2026, and have scheduled additional bargaining sessions through December 2026.

United Steelworkers

On September 1, 2026, United Steelworkers (USW) issued a Notice to Bargain for the renewal of its collective agreement with CN, which expires on December 31, 2026. The agreement covers approximately 2,800 track workers across CN's network in Canada. The parties commenced negotiations on September 10, 2026, and have scheduled additional bargaining sessions through December 2026.

U.S. workforce

The general approach to labor negotiations by U.S. Class I railroads is to bargain on a collective national basis with the industry, which CN's subsidiaries Grand Trunk Western Railroad Company (GTW), companies owned by Illinois Central Corporation (ICC), Wisconsin Central Ltd. (WC), and Bessemer & Lake Erie Railroad Company (BLE) currently participate in for collective bargaining agreements covering all union-represented employees, with the exception of two employee groups working at Pittsburgh and Conneaut Dock Company (PCD). In the most recent national bargaining round, which closed in July 2026, agreements were reached and ratified with all twelve unions.

Recent Developments

Assets held for sale

During the third quarter of 2026, CN committed to a plan to sell portions of the Bogalusa, Central, and McComb subdivisions located in Louisiana and Mississippi to prospective buyers that intend to continue operating the rail lines. The related track and roadway assets met the criteria for classification as held for sale and were classified within Other current assets in the Consolidated Balance Sheets. Based on the proposed contractual selling prices net of estimated transaction costs, no impairment was recognized. As at September 30, 2026, the carrying amount of the assets classified as held for sale was $130 million. On October 2, 2026, CN entered into definitive agreements with a short-line operator for the sale. Completion of the transaction is subject to regulatory authorization by the U.S. Surface Transportation Board (STB) and other customary closing conditions, and any resulting gain on disposal is not expected to be significant.

34 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Network rights agreement between the Company and Union Pacific Corporation

On July 22, 2026, the Company and Union Pacific Corporation (UP) announced a Memorandum of Understanding concerning a commercial agreement to improve North American rail connectivity. Under the agreement, the Company would secure new rights over UP's network for moves between Canada and Mexico; UP would have expanded operating rights over CN's former Elgin, Joliet & Eastern Railway (EJ&E) corridor around Chicago. The rights are not conditional on the completion of the UP and NS merger and certain of these rights are subject to STB approval.

2026 Business outlook and assumptions

CN continues to assume low single-digit RTM growth. The 2025/2026 grain crops in Canada and the U.S. were above their respective five-year averages. The Company now assumes that the 2026/2027 grain crops in Canada and the U.S. will be above their respective five-year averages (compared to its January 30, 2026 assumption that the 2026/2027 grain crops in Canada and the U.S. will be in line with their respective five-year averages). The Company notes there is a heightened demand risk as a result of volatile macroeconomic conditions, geopolitical conflicts and global trade tensions.

In 2026, the Company continues to expect to invest approximately $2.8 billion in its capital program, net of amounts reimbursed by customers, to improve the safety, efficiency and integrity of its network. These investments are intended to also enable and support the growth of the Company and will be financed with cash generated from operations or with cash from financing activities.

The forward-looking statements discussed in this 2026 Business outlook and assumptions section are subject to risks and uncertainties that could cause actual results or performance to differ materially from those expressed or implied in such statements and are based on certain factors and assumptions which the Company considers reasonable, about events, developments, prospects and opportunities that may not materialize or that may be offset entirely or partially by other events and developments. In addition to the assumptions and expectations discussed in this section, reference should be made to the section of this MD&A entitled Forward-looking statements for assumptions and risk factors affecting such statements.

CN | 2026 Quarterly Review – Third Quarter 35

MANAGEMENT'S DISCUSSION AND ANALYSIS

Financial highlights

			Three months ended September 30									Nine months ended September 30
In millions, except percentages and per share data			2026			2025			% Change Fav (Unfav)			2026			2025			% Change Fav (Unfav)
Financial performance and liquidity
Revenues			$	4,771		$	4,165		15		%	$	13,903		$	12,840		8		%
Operating income			$	1,730		$	1,606		8		%	$	5,060		$	4,854		4		%
Adjusted operating income (1)(2)			$	1,862		$	1,606		16		%	$	5,226		$	4,854		8		%
Net income			$	1,209		$	1,139		6		%	$	3,604		$	3,472		4		%
Adjusted net income (1)(2)			$	1,307		$	1,139		15		%	$	3,670		$	3,472		6		%
Basic earnings per share			$	2.00		$	1.83		9		%	$	5.94		$	5.55		7		%
Diluted earnings per share			$	2.00		$	1.83		9		%	$	5.93		$	5.54		7		%
Adjusted diluted earnings per share (1)(2)			$	2.16		$	1.83		18		%	$	6.03		$	5.54		9		%
Dividends declared per share			$	0.9150		$	0.8875		3		%	$	2.7450		$	2.6625		3		%
Operating ratio (3)			63.7		%	61.4		%	(2.3)		pts	63.6		%	62.2		%	(1.4)		pts
Adjusted operating ratio (1)(2)			61.0		%	61.4		%	0.4		pts	62.4		%	62.2		%	(0.2)		pts
Net cash provided by operating activities			$	1,904		$	1,913		—		%	$	4,780		$	4,822		(1		%)
Net cash used in investing activities			$	828		$	1,120		26		%	$	1,862		$	2,481		25		%
Free cash flow (1)(4)			$	1,076		$	793		36		%	$	2,918		$	2,341		25		%
In millions, except percentages												As at September 30, 2026			As at December 31, 2025			% Change Fav (Unfav)
Financial position
Total assets												$	61,051		$	58,555		4		%
Total long-term liabilities (5)												$	34,860		$	33,291		(5		%)

(1)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

(2)See the section of this MD&A entitled Non-GAAP measures – Adjusted performance measures for an explanation of these non-GAAP measures.

(3)Operating ratio is defined as operating expenses as a percentage of revenues.

(4)See the section of this MD&A entitled Liquidity and capital resources – Free cash flow for an explanation of this non-GAAP measure.

(5)Total long-term liabilities is the difference between Total liabilities and Total current liabilities.

Results of operations

Third quarter and first nine months of 2026 compared to corresponding periods in 2025

Revenues for the third quarter of 2026 were $4,771 million compared to $4,165 million for the same period in 2025, an increase of $606 million, or 15%. The increase was mainly due to higher volumes and higher freight revenue per RTM:

•Volumes: increased mainly due to higher Canadian and U.S. grain exports, higher volumes of refined petroleum products, and higher volumes of metals; partly offset by lower exports of Canadian metallurgical coal and lower shipments of international intermodal.

•Freight revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

Revenues for the first nine months of 2026 were $13,903 million compared to $12,840 million for the same period in 2025, an increase of $1,063 million, or 8%. The increase was mainly due to higher volumes and higher freight revenue per RTM:

•Volumes: increased mainly due to higher Canadian and U.S. grain exports, higher volumes of refined petroleum products, higher volumes of metals and stronger domestic and export volumes of natural gas liquids; partly offset by lower exports of Canadian metallurgical and thermal coal and lower volumes of frac sand.

•Freight revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

36 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Operating expenses for the third quarter of 2026 were $3,041 million compared to $2,559 million for the same period in 2025. Operating expenses for the first nine months of 2026 were $8,843 million compared to $7,986 million for the same period in 2025. The increase of $482 million, or 19%, in the third quarter was mainly due to higher fuel prices, an asset impairment recorded in the third quarter of 2026, general wage increases and higher purchased services and material expense; partly offset by lower average headcount. The increase of $857 million, or 11%, in the first nine months of 2026 was mainly due to higher fuel prices, higher purchased services and material expense, an asset impairment recorded in the third quarter of 2026 and general wage increases; partly offset by lower average headcount, the positive translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

Operating income for the third quarter of 2026 increased by $124 million, or 8%, to $1,730 million when compared to the same period in 2025. Operating income for the first nine months of 2026 increased by $206 million, or 4%, to $5,060 million when compared to the same period in 2025. The operating ratio, defined as operating expenses as a percentage of revenues, was 63.7% in the third quarter of 2026 compared to 61.4% in the third quarter of 2025, a 2.3-point increase. The operating ratio for the first nine months of 2026 was 63.6% compared to 62.2% in 2025, a 1.4-point increase.

Net income for the third quarter of 2026 was $1,209 million, an increase of $70 million, or 6%, and diluted earnings per share increased by 9% to $2.00, when compared to the same period in 2025. Net income for the first nine months of 2026 was $3,604 million, an increase of $132 million, or 4%, and diluted earnings per share increased by 7% to $5.93, when compared to the same period in 2025.

Key operating metrics

			Three months ended September 30									Nine months ended September 30
			2026			2025			% Change Fav (Unfav)			2026			2025			% Change Fav (Unfav)
Gross ton miles (GTMs) (millions) (1)			116,264			111,901			4		%	355,735			344,079			3		%
Train weight (tons) (2)			9,370			9,225			2		%	9,357			9,141			2		%
Train length (feet) (3)			8,083			8,049			—		%	8,013			7,923			1		%
Through network train speed (miles per hour) (4)			19.1			19.5			(2		%)	18.9			18.7			1		%
Fuel efficiency (US gallons of locomotive fuel consumed per 1,000 GTMs) (5)			0.814			0.833			2		%	0.847			0.872			3		%
Through dwell (entire railroad, hours) (6)			7.1			7.0			(1		%)	7.2			7.2			—		%
Car velocity (car miles per day) (7)			207			211			(2		%)	206			204			1		%

(1)GTMs: The workload performed by system trains in hauling freight or equipment. GTMs are calculated by multiplying the trailing weight by the distance the train moved. A larger number is an indicator of more traffic (and thus more revenue) being moved.

(2)Train weight: An efficiency measurement on how much tonnage each mainline train handles on average as it crosses the network. Calculated as the total of GTMs and divided by total train miles, this measure provides insight on how well each train was maximized in terms of its capacity to move traffic.

(3)Train length: An efficiency measurement on average trailing length of each mainline train on the network. Calculated as the total of car foot miles (the sum of car length multiplied by miles travelled for each trailing car) divided by total train miles, this measure provides insight on how well each train was maximized in terms of its capacity to move traffic.

(4)Through network train speed: A measure of the line-haul movement from origin to destination, including time at terminals. The average speed is calculated by dividing train miles by total hours operated, excluding yard and local trains, passenger trains, maintenance of way trains, and foreign trains. This measure represents the fluidity of trains on the network, with a higher value also indicating a more fluid network.

(5)Fuel efficiency: This measure represents how efficient the Company is in the generation and utilization of locomotive horsepower in freight train operations, with a lower number indicating improved performance. Fuel efficiency is defined as US gallons of locomotive fuel consumed per 1,000 GTMs.

(6)Through dwell: The average time a car resides within terminal boundaries expressed in hours. The measurement begins with a customer release, received interchange, or train arrival event and ends with a customer placement (actual or constructive), delivered or offered in interchange, or train departure event. This excludes stored, bad ordered, maintenance of way cars, or cars with dwell greater than 10 days. This measure represents the efficiency of handling cars within the terminal, with a lower value indicating higher performance.

(7)Car velocity: The average miles per day traveled by loaded and empty cars (including all active cars whether private, foreign or CN owned) on company lines. This measure represents the fluidity of cars on the network, calculated by the sum of miles each car traveled divided by the sum of all of the cars’ active time, with a higher value indicating a smoother and more fluid operation.

The Company's continued focus on its scheduled operating plan resulted in strong operating metrics in the third quarter and first nine months of 2026 while handling higher-than-expected volumes.

CN | 2026 Quarterly Review – Third Quarter 37

MANAGEMENT'S DISCUSSION AND ANALYSIS

Non-GAAP measures

This MD&A makes reference to non-GAAP measures, including adjusted performance measures, constant currency, free cash flow and adjusted debt-to-adjusted EBITDA multiple that do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. From management's perspective, these non-GAAP measures are useful measures of performance and provide investors with supplementary information to assess the Company's results of operations and liquidity. These non-GAAP measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP.

For further details of these non-GAAP measures, including a reconciliation to the most directly comparable GAAP financial measures, refer to the sections of this MD&A entitled Non-GAAP measures: Adjusted performance measures and Constant currency, as well as the section entitled Liquidity and capital resources: Free cash flow and Adjusted debt-to-adjusted EBITDA multiple.

Adjusted performance measures

Adjusted net income, adjusted diluted earnings per share, adjusted operating income, adjusted operating expenses and adjusted operating ratio are non-GAAP measures that are used to set performance goals and to measure CN's performance and may include the following adjustments:

i.operating expense adjustments: workforce reduction program, advisory costs related to rail consolidation matters, depreciation expense on the deployment of a replacement system, advisory fees related to shareholder matters, asset impairments and held-for-sale recoveries, business acquisition-related costs;

ii.non-operating expense adjustments: business acquisition-related financing fees, merger termination income, gains and losses on disposal of property; and

iii.the effect of changes in tax laws including rate enactments and changes in tax positions affecting prior years.

These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

For the three and nine months ended September 30, 2026, the Company's adjusted net income was $1,307 million, or $2.16 per diluted share, and $3,670 million, or $6.03 per diluted share, respectively. The adjusted figures for the three and nine months ended September 30, 2026 exclude:

•asset impairments related to CN's decision to discontinue the development of certain components of its dispatching and back office information technology projects before completion of $118 million, or $87 million after tax ($0.14 per diluted share) recorded in the third quarter in Asset impairments within the Consolidated Statements of Income, representing the full carrying amount of the affected software components, which had no alternative use and were no longer expected to provide future economic benefits;

•advisory costs related to the analysis and advocacy for the U.S. Surface Transportation Board (STB) review of the impacts to fair competition pertaining to the potential merger between Union Pacific and Norfolk Southern, including participation in ongoing merger-related regulatory proceedings, discovery activities and efforts to secure competitive access conditions, of $14 million, or $11 million after-tax ($0.02 per diluted share) and $48 million, or $36 million after-tax ($0.05 per diluted share), respectively, recorded in Purchased services and material within the Consolidated Statements of Income; and

•the sale of a portion of the Newmarket subdivision located in Washago and Sundridge, Ontario, Canada, together with rail fixtures, for cash proceeds of $84 million, which resulted in a gain of $66 million, or $57 million after-tax ($0.09 per diluted share) recorded in the first quarter in Other income within the Consolidated Statements of Income.

For the three and nine months ended September 30, 2025, the Company's net income was $1,139 million, or $1.83 per diluted share, and $3,472 million, or $5.54 per diluted share, respectively. There were no adjustments in the third quarter and the first nine months of 2025.

Adjusted net income is defined as Net income in accordance with GAAP adjusted for certain significant items. Management believes that adjusted net income provides additional insight to management and investors into the Company's operations and underlying business trends as well as facilitates period-to-period comparisons, as it excludes certain significant items that are not reflective of CN's underlying business operations and could distort the analysis of trends in business performance. Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average diluted shares outstanding. This measure helps management and investors evaluate the Company's profitability on a per-share basis, facilitating the assessment of period-over-period performance by removing the impact of significant, non-recurring items.

38 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following table provides a reconciliation of Net income and Earnings per share in accordance with GAAP, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP adjusted performance measures presented herein:

			Three months ended September 30						Nine months ended September 30
In millions, except per share data			2026			2025			2026			2025
Net income			$	1,209		$	1,139		$	3,604		$	3,472
Adjustments:
Operating expense adjustments:
Asset impairments			118			—			118			—
Advisory costs related to rail consolidation matters			14			—			48			—
Non-operating expense adjustment:
Gain on disposal of property			—			—			(66)			—
Tax adjustment:
Tax effect of adjustments (1)			(34)			—			(34)			—
Total adjustments			$	98		$	—		$	66		$	—
Adjusted net income			$	1,307		$	1,139		$	3,670		$	3,472
Diluted earnings per share			$	2.00		$	1.83		$	5.93		$	5.54
Impact of adjustments, per share			0.16			—			0.10			—
Adjusted diluted earnings per share			$	2.16		$	1.83		$	6.03		$	5.54

(1)The tax impact of adjustments is based on the nature of the item for tax purposes and related tax rates in the applicable jurisdiction.

Adjusted operating income is defined as Operating income in accordance with GAAP adjusted for certain significant operating expense items that are not reflective of CN's underlying business operations. This measure helps management and investors assess the Company's core operating results by excluding items that may distort the analysis of ongoing business performance. Adjusted operating expenses is defined as Operating expenses in accordance with GAAP adjusted for certain significant operating expense items that are not reflective of CN's underlying business operations. This measure provides management and investors with a view of ongoing costs which exclude unusual or non-recurring items, enabling more accurate assessment of cost management and resource allocation across reporting periods. Adjusted operating ratio is defined as adjusted operating expenses as a percentage of revenues. For management and investors, the adjusted operating ratio serves as a key performance indicator of cost management and overall operational effectiveness, as it demonstrates how effectively management controls costs relative to total revenue by excluding unusual or non-recurring items.

The following table provides a reconciliation of Operating income, Operating expenses and operating ratio, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP adjusted performance measures presented herein:

			Three months ended September 30						Nine months ended September 30
In millions, except percentages			2026			2025			2026			2025
Operating income			$	1,730		$	1,606		$	5,060		$	4,854
Adjustments:
Asset impairments			$	118		$	—		$	118		$	—
Advisory costs related to rail consolidation matters			14			—			48			—
Total adjustments			$	132		$	—		$	166		$	—
Adjusted operating income			$	1,862		$	1,606		$	5,226		$	4,854
Operating expenses			$	3,041		$	2,559		$	8,843		$	7,986
Total adjustments			(132)			—			(166)			—
Adjusted operating expenses			$	2,909		$	2,559		$	8,677		$	7,986
Operating ratio			63.7		%	61.4		%	63.6		%	62.2		%
Impact of adjustments			(2.7)		%	—		%	(1.2)		%	—		%
Adjusted operating ratio			61.0		%	61.4		%	62.4		%	62.2		%

CN | 2026 Quarterly Review – Third Quarter 39

MANAGEMENT'S DISCUSSION AND ANALYSIS

Constant currency

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 weighted average foreign exchange rates used to translate transactions denominated in US dollars of the comparable period of the prior year.

The weighted average foreign exchange rates were $1.399 and $1.385 per US$1.00 for the three and nine months ended September 30, 2026, respectively and $1.378 and $1.400 per US$1.00 for the three and nine months ended September 30, 2025, respectively. On a constant currency basis, the Company's net income for the three and nine months ended September 30, 2026 would have been lower by $10 million ($0.02 per diluted share) and higher by $16 million ($0.03 per diluted share), respectively.

The following table provides a reconciliation of the impact of constant currency and related percentage change at constant currency on the financial results, as reported for the three and nine months ended September 30, 2026:

			Three months ended September 30												Nine months ended September 30
In millions, except per share data			2026			Constant currency impact			2025			% Change at constant currency Fav (Unfav)			2026			Constant currency impact			2025			% Change at constant currency Fav (Unfav)
Revenues
Petroleum and chemicals			$	1,000		$	(9)		$	854		16		%	$	2,869		$	16		$	2,577		12		%
Metals and minerals			561			(6)			477			16		%	1,557			11			1,496			5		%
Forest products			495			(6)			451			8		%	1,424			10			1,406			2		%
Coal			246			(2)			237			3		%	708			2			725			(2		%)
Grain and fertilizers			923			(7)			775			18		%	2,952			17			2,560			16		%
Intermodal			1,065			(4)			980			8		%	3,114			7			2,928			7		%
Automotive			284			(3)			217			29		%	776			4			677			15		%
Total freight revenues			4,574			(37)			3,991			14		%	13,400			67			12,369			9		%
Other revenues			197			(2)			174			12		%	503			1			471			7		%
Total revenues			4,771			(39)			4,165			14		%	13,903			68			12,840			9		%
Operating expenses
Labor and fringe benefits			871			(5)			815			(6		%)	2,674			11			2,597			(3		%)
Purchased services and material			628			(3)			562			(11		%)	1,892			3			1,715			(10		%)
Fuel			662			(10)			418			(56		%)	1,804			16			1,349			(35		%)
Depreciation and amortization			496			(4)			500			2		%	1,466			5			1,482			1		%
Equipment rents			108			(1)			103			(4		%)	326			3			326			(1		%)
Other			158			(1)			161			2		%	563			3			517			(9		%)
Asset impairments			118			—			—			—		%	118			—			—			—		%
Total operating expenses			3,041			(24)			2,559			(18		%)	8,843			41			7,986			(11		%)
Operating income			1,730			(15)			1,606			7		%	5,060			27			4,854			5		%
Interest expense			(245)			3			(227)			(7		%)	(720)			(5)			(679)			(7		%)
Other components of net periodic benefit income			133			—			125			6		%	399			—			376			6		%
Other income			3			—			3			—		%	83			—			44			89		%
Income before income taxes			1,621			(12)			1,507			7		%	4,822			22			4,595			5		%
Income tax expense			(412)			2			(368)			(11		%)	(1,218)			(6)			(1,123)			(9		%)
Net income			$	1,209		$	(10)		$	1,139		5		%	$	3,604		$	16		$	3,472		4		%
Diluted earnings per share			$	2.00		$	(0.02)		$	1.83		8		%	$	5.93		$	0.03		$	5.54		8		%
Adjusted net income (1)			$	1,307		$	(10)		$	1,139		14		%	$	3,670		$	16		$	3,472		6		%
Adjusted diluted earnings per share (1)			$	2.16		$	(0.02)		$	1.83		17		%	$	6.03		$	0.03		$	5.54		9		%

Footnote to the table follows on the following page.

40 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

(1)These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. See the section of this MD&A entitled Adjusted performance measures for an explanation and reconciliation of these non-GAAP measures. Adjusted net income at constant currency and adjusted diluted EPS 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. For the three months ended September 30, 2026, the Adjusted net income at constant currency was $1,297 million, calculated as adjusted net income of $1,307 million, adjusted for the impact of fluctuations in foreign currency exchange rates of $10 million. For the nine months ended September 30, 2026, the Adjusted net income at constant currency was $3,686 million, calculated as adjusted net income of $3,670 million, adjusted for the impact of fluctuations in foreign currency exchange rates of $16 million. For the three months ended September 30, 2026, the Adjusted diluted EPS at constant currency was $2.14, calculated as adjusted diluted EPS of $2.16, adjusted for the impact of fluctuations in foreign currency exchange rates of $0.02 per diluted share. For the nine months ended September 30, 2026, the Adjusted diluted EPS at constant currency was $6.06, calculated as adjusted diluted EPS of $6.03, adjusted for the impact of fluctuations in foreign currency exchange rates of $0.03 per diluted share.

Revenues

			Three months ended September 30															Nine months ended September 30
In millions, unless otherwise indicated			2026			2025			% Change			% Change at constant currency (1)						2026			2025			% Change			% Change at constant currency (1)
Freight revenues			$	4,574		$	3,991		15		%	14		%				$	13,400		$	12,369		8		%	9		%
Other revenues			197			174			13		%	12		%				503			471			7		%	7		%
Total revenues			$	4,771		$	4,165		15		%	14		%				$	13,903		$	12,840		8		%	9		%
Freight revenues
Petroleum and chemicals			$	1,000		$	854		17		%	16		%				$	2,869		$	2,577		11		%	12		%
Metals and minerals			561			477			18		%	16		%				1,557			1,496			4		%	5		%
Forest products			495			451			10		%	8		%				1,424			1,406			1		%	2		%
Coal			246			237			4		%	3		%				708			725			(2		%)	(2		%)
Grain and fertilizers			923			775			19		%	18		%				2,952			2,560			15		%	16		%
Intermodal			1,065			980			9		%	8		%				3,114			2,928			6		%	7		%
Automotive			284			217			31		%	29		%				776			677			15		%	15		%
Total freight revenues			$	4,574		$	3,991		15		%	14		%				$	13,400		$	12,369		8		%	9		%
Revenue ton miles (RTMs) (millions) (2)			59,383			57,188			4		%	4		%				183,467			176,452			4		%	4		%
Freight revenue/RTM (cents) (3)			7.70			6.98			10		%	9		%				7.30			7.01			4		%	5		%
Carloads (thousands)			1,364			1,368			—		%	—		%				4,109			4,095			—		%	—		%
Freight revenue/carload ($)			3,353			2,917			15		%	14		%				3,261			3,021			8		%	8		%

(1)This non-GAAP measure does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. See the section of this MD&A entitled Non-GAAP measures – Constant currency for an explanation of this non-GAAP measure.

(2)RTMs is a measure of volumes and is calculated by multiplying the weight in tons of the shipment lading being transported by the number of miles that the shipment is transported on company lines. CN uses RTMs as the primary measure of volumes as compared to carloads, since RTMs also takes into account the length of haul and weight in the movement.

(3)Freight revenue per RTM is an indicator of revenue yield and represents revenue earned for transporting one ton of freight over a distance of one mile.

Revenues for the third quarter of 2026 were $4,771 million compared to $4,165 million for the same period in 2025, an increase of $606 million, or 15%. The increase was mainly due to higher volumes and higher freight revenue per RTM:

•Volumes: increased mainly due to higher Canadian and U.S. grain exports, higher volumes of refined petroleum products, and higher volumes of metals; partly offset by lower exports of Canadian metallurgical coal and lower shipments of international intermodal.

•Freight revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

Revenues for the first nine months of 2026 were $13,903 million compared to $12,840 million for the same period in 2025, an increase of $1,063 million, or 8%. The increase was mainly due to higher volumes and higher freight revenue per RTM:

•Volumes: increased mainly due to higher Canadian and U.S. grain exports, higher volumes of refined petroleum products, higher volumes of metals and stronger domestic and export volumes of natural gas liquids; partly offset by lower exports of Canadian metallurgical and thermal coal and lower volumes of frac sand.

•Freight revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

CN | 2026 Quarterly Review – Third Quarter 41

MANAGEMENT'S DISCUSSION AND ANALYSIS

Fuel surcharge revenues increased by $343 million in the third quarter of 2026 and increased by $541 million in the first nine months of 2026 when compared to the same periods in 2025, mainly due to higher applicable fuel surcharge rates. The fuel surcharge revenues for the first nine months of 2025 include the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

Petroleum and chemicals

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	1,000		$	854		17		%	16		%				$	2,869		$	2,577		11		%	12		%
RTMs (millions)			12,260			11,662			5		%	5		%				36,818			34,238			8		%	8		%
Revenue/RTM (cents)			8.16			7.32			11		%	10		%				7.79			7.53			3		%	4		%
Carloads (thousands)			171			162			6		%	6		%				511			479			7		%	7		%
Revenue/carload ($)			5,848			5,272			11		%	10		%				5,614			5,380			4		%	5		%

Revenues for this commodity group increased by $146 million, or 17%, in the third quarter of 2026, when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher volumes of refined petroleum products, mainly in gas and diesel, driven by increased demand and the impact of prior year production disruptions and extended turnarounds at customer facilities.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

Revenues for this commodity group increased by $292 million, or 11%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher volumes of refined petroleum products, mainly in gas and diesel, driven by increased demand and the impact of prior year production disruptions and extended turnarounds at customer facilities, as well as higher domestic and export volumes of natural gas liquids.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the negative translation impact of a stronger Canadian dollar and the April 1, 2025 elimination of the Canadian federal carbon tax program.

Metals and minerals

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	561		$	477		18		%	16		%				$	1,557		$	1,496		4		%	5		%
RTMs (millions)			7,311			6,871			6		%	6		%				20,397			20,697			(1		%)	(1		%)
Revenue/RTM (cents)			7.67			6.94			11		%	9		%				7.63			7.23			6		%	6		%
Carloads (thousands)			236			225			5		%	5		%				684			677			1		%	1		%
Revenue/carload ($)			2,377			2,120			12		%	11		%				2,276			2,210			3		%	4		%

Revenues for this commodity group increased by $84 million, or 18%, in the third quarter of 2026, when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher volumes of metals.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

Revenues for this commodity group increased by $61 million, or 4%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher revenue per RTM; partly offset by lower volumes:

•Volumes: decreased mainly due to lower volumes of frac sand driven by increased utilization of locally sourced frac sand in parts of Western Canada and weaker market fundamentals; partly offset by higher volumes of metals.

42 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and a decrease in the average length of haul; partly offset by the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

Forest products

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	495		$	451		10		%	8		%				$	1,424		$	1,406		1		%	2		%
RTMs (millions)			4,978			5,159			(4		%)	(4		%)				15,106			15,659			(4		%)	(4		%)
Revenue/RTM (cents)			9.94			8.74			14		%	12		%				9.43			8.98			5		%	6		%
Carloads (thousands)			69			68			1		%	1		%				206			212			(3		%)	(3		%)
Revenue/carload ($)			7,174			6,632			8		%	7		%				6,913			6,632			4		%	5		%

Revenues for this commodity group increased by $44 million, or 10%, in the third quarter of 2026, when compared to the same period in 2025, mainly due to higher revenue per RTM; partly offset by lower volumes:

•Volumes: decreased mainly due to lower shipments of lumber and panels from ongoing unfavourable market conditions, including the impact of higher cross-border tariffs and duties.

•Revenue per RTM: increased mainly due to a significant decrease in the average length of haul, higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

RTMs decreased while carloads increased in the third quarter of 2026 when compared to the same period in 2025, mainly due to lower long-haul shipments of lumber and panels and higher short-haul shipments of pulp & paper.

Revenues for this commodity group increased by $18 million, or 1%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher revenue per RTM; partly offset by lower volumes:

•Volumes: decreased mainly due to lower shipments of lumber from ongoing unfavourable market conditions, including the impact of higher cross-border tariffs and duties.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

Coal

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	246		$	237		4		%	3		%				$	708		$	725		(2		%)	(2		%)
RTMs (millions)			4,888			5,131			(5		%)	(5		%)				14,793			15,635			(5		%)	(5		%)
Revenue/RTM (cents)			5.03			4.62			9		%	8		%				4.79			4.64			3		%	3		%
Carloads (thousands)			109			122			(11		%)	(11		%)				327			355			(8		%)	(8		%)
Revenue/carload ($)			2,257			1,943			16		%	15		%				2,165			2,042			6		%	6		%

Revenues for this commodity group increased by $9 million, or 4%, in the third quarter of 2026 when compared to the same period in 2025, mainly due to higher revenue per RTM; partly offset by lower volumes:

•Volumes: decreased mainly due to lower exports of Canadian metallurgical coal; partly offset by higher exports of U.S. thermal coal.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar; partly offset by a significant increase in the average length of haul.

Carloads decreased more than RTMs in the third quarter of 2026 when compared to the same period in 2025, mainly due to reduced short-haul shipments of U.S. domestic coal.

CN | 2026 Quarterly Review – Third Quarter 43

MANAGEMENT'S DISCUSSION AND ANALYSIS

Revenues for this commodity group decreased by $17 million, or 2%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to lower volumes; partly offset by higher revenue per RTM:

•Volumes: decreased mainly due to lower exports of Canadian metallurgical and thermal coal; partly offset by higher exports of U.S. thermal coal.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program and the negative translation impact of a stronger Canadian dollar.

Carloads decreased more than RTMs in the first nine months of 2026 when compared to the same period in 2025, mainly due to reduced short-haul shipments of U.S. domestic coal.

Grain and fertilizers

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	923		$	775		19		%	18		%				$	2,952		$	2,560		15		%	16		%
RTMs (millions)			16,333			14,562			12		%	12		%				54,227			48,325			12		%	12		%
Revenue/RTM (cents)			5.65			5.32			6		%	5		%				5.44			5.30			3		%	3		%
Carloads (thousands)			181			163			11		%	11		%				570			518			10		%	10		%
Revenue/carload ($)			5,099			4,755			7		%	6		%				5,179			4,942			5		%	5		%

Revenues for this commodity group increased by $148 million, or 19%, in the third quarter of 2026 when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher exports of Canadian and U.S. grain.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

Revenues for this commodity group increased by $392 million, or 15%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher exports of Canadian and U.S. grain.

•Revenue per RTM: increased mainly due to freight rate increases and higher applicable fuel surcharge rates; partly offset by the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

Intermodal

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	1,065		$	980		9		%	8		%				$	3,114		$	2,928		6		%	7		%
RTMs (millions)			12,680			13,027			(3		%)	(3		%)				39,473			39,469			—		%	—		%
Revenue/RTM (cents)			8.40			7.52			12		%	11		%				7.89			7.42			6		%	7		%
Carloads (thousands)			542			576			(6		%)	(6		%)				1,649			1,695			(3		%)	(3		%)
Revenue/carload ($)			1,965			1,701			16		%	15		%				1,888			1,727			9		%	10		%

Revenues for this commodity group increased by $85 million, or 9%, in the third quarter of 2026 when compared to the same period in 2025, mainly due to higher revenue per RTM; partly offset by lower volumes:

•Volumes: decreased mainly due to lower international shipments through the Port of Prince Rupert and the Port of Halifax; partly offset by higher international shipments through the Port of Vancouver.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar.

44 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Carloads decreased more than RTMs in the third quarter of 2026 when compared to the same period in 2025, mainly due to a reduction in empty container returns.

Revenues for this commodity group increased by $186 million, or 6%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher revenue per RTM while volumes remained flat:

•Volumes: remained flat mainly due to higher shipments in the domestic segment and higher international shipments through the Port of Vancouver; offset by lower international shipments through the Port of Prince Rupert and the Port of Halifax.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program and the negative translation impact of a stronger Canadian dollar.

Carloads decreased while RTMs remained flat in the first nine months of 2026 when compared to the same period in 2025, mainly due to a reduction in empty container returns.

Automotive

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	284		$	217		31		%	29		%				$	776		$	677		15		%	15		%
RTMs (millions)			933			776			20		%	20		%				2,653			2,429			9		%	9		%
Revenue/RTM (cents)			30.44			27.96			9		%	8		%				29.25			27.87			5		%	5		%
Carloads (thousands)			56			52			8		%	8		%				162			159			2		%	2		%
Revenue/carload ($)			5,071			4,173			22		%	20		%				4,790			4,258			12		%	13		%

Revenues for this commodity group increased by $67 million, or 31%, in the third quarter of 2026 when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM.

•Volumes: increased mainly due to higher imports and higher transborder shipments of finished vehicles between the U.S. and Canada.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates, freight rate increases and the positive translation impact of a weaker Canadian dollar; partly offset by a significant increase in the average length of haul.

RTMs increased more than carloads in the third quarter of 2026 when compared to the same period in 2025, mainly due to higher long-haul imports.

Revenues for this commodity group increased by $99 million, or 15%, in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher volumes and higher revenue per RTM:

•Volumes: increased mainly due to higher imports of finished vehicles; partly offset by lower shipments of finished vehicles within Canada.

•Revenue per RTM: increased mainly due to higher applicable fuel surcharge rates and freight rate increases; partly offset by a significant increase in the average length of haul, the negative translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

RTMs increased more than carloads in the first nine months of 2026 when compared to the same period in 2025, mainly due to higher long-haul imports.

CN | 2026 Quarterly Review – Third Quarter 45

MANAGEMENT'S DISCUSSION AND ANALYSIS

Other revenues

			Three months ended September 30															Nine months ended September 30
			2026			2025			% Change			% Change at constant currency						2026			2025			% Change			% Change at constant currency
Revenues (millions)			$	197		$	174		13		%	12		%				$	503		$	471		7		%	7		%

Other revenues increased by $23 million, or 13% and $32 million, or 7%, in the third quarter of 2026 and the first nine months of 2026, respectively, when compared to the same periods in 2025, mainly due to higher vessel revenues from the iron ore supply chain.

Operating expenses

Operating expenses for the third quarter of 2026 were $3,041 million compared to $2,559 million for the same period in 2025. Operating expenses for the first nine months of 2026 were $8,843 million compared to $7,986 million for the same period in 2025. The increase of $482 million, or 19%, in the third quarter was mainly due to higher fuel prices, an asset impairment recorded in the third quarter of 2026, general wage increases and higher purchased services and material expense; partly offset by lower average headcount. The increase of $857 million, or 11%, in the first nine months of 2026 was mainly due to higher fuel prices, higher purchased services and material expense, an asset impairment recorded in the third quarter of 2026 and general wage increases; partly offset by lower average headcount, the positive translation impact of a stronger Canadian dollar and the impact of the April 1, 2025 elimination of the Canadian federal carbon tax program.

			Three months ended September 30												Nine months ended September 30
In millions, unless otherwise indicated			2026			2025			% Change			% Change at constant currency (1)			2026			2025			% Change			% Change at constant currency (1)
Labor and fringe benefits			$	871		$	815		(7		%)	(6		%)	$	2,674		$	2,597		(3		%)	(3		%)
Purchased services and material			628			562			(12		%)	(11		%)	1,892			1,715			(10		%)	(10		%)
Fuel			662			418			(58		%)	(56		%)	1,804			1,349			(34		%)	(35		%)
Depreciation and amortization			496			500			1		%	2		%	1,466			1,482			1		%	1		%
Equipment rents			108			103			(5		%)	(4		%)	326			326			—		%	(1		%)
Other			158			161			2		%	2		%	563			517			(9		%)	(9		%)
Asset impairments			118			—			—		%	—		%	118			—			—		%	—		%
Total operating expenses			$	3,041		$	2,559		(19		%)	(18		%)	$	8,843		$	7,986		(11		%)	(11		%)

(1)This non-GAAP measure does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies. See the section of this MD&A entitled Non-GAAP measures – Constant currency for an explanation of this non-GAAP measure.

Labor and fringe benefits

Labor and fringe benefits expense increased by $56 million, or 7%, in the third quarter and $77 million, or 3%, in the first nine months of 2026 when compared to the same periods in 2025. The increase in the third quarter was mainly due to general wage increases and higher incentive compensation expense; partly offset by lower average headcount. The increase in the first nine months of 2026 was mainly due to general wage increases and higher incentive compensation expense; partly offset by lower average headcount and the positive translation impact of a stronger Canadian dollar.

Purchased services and material

Purchased services and material expense increased by $66 million, or 12%, in the third quarter and $177 million, or 10%, in the first nine months of 2026 when compared to the same periods in 2025. The increase in the third quarter of 2026 was mainly due to higher trucking and vessel costs, higher material costs and advisory costs of $14 million related to rail consolidation matters. The increase in the first nine months of 2026 was mainly due to higher trucking and vessel costs, advisory costs of $48 million related to rail consolidation matters and higher material costs.

Fuel

Fuel expense increased by $244 million, or 58%, in the third quarter and $455 million, or 34%, in the first nine months of 2026 when compared to the same periods in 2025, mainly due to higher fuel prices. In addition, the increase in the first nine months of 2026 was partly offset by the

46 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

impact of the April 1, 2025 elimination of the Canadian federal carbon tax program and the positive translation impact of a stronger Canadian dollar.

Depreciation and amortization

Depreciation and amortization expense for the third quarter of 2026 was in line with the same period in 2025 and decreased by $16 million, or 1%, in the first nine months of 2026 when compared to the same period in 2025. The decrease in the first nine months of 2026 was mainly due to the positive translation impact of a stronger Canadian dollar.

Equipment rents

Equipment rents expense increased by $5 million, or 5%, in the third quarter of 2026 when compared with the same period in 2025, and the first nine months of 2026 were in line with the same period in 2025. The increase in the third quarter of 2026 was mainly due to higher car hire expense primarily driven by higher volumes.

Other

Other expense for the third quarter of 2026 was in line with the same period in 2025 and increased by $46 million, or 9%, in the first nine months of 2026 when compared to the same period in 2025. The increase in the first nine months of 2026 was mainly due to higher incident costs and higher software and support costs; partly offset by the positive translation impact of a stronger Canadian dollar.

Asset impairments

During the third quarter of 2026, CN decided to discontinue certain components of its dispatching and back office information technology projects before completion and recognized an impairment of $118 million. See Note 6 - Properties to the Company's unaudited Interim Consolidated Financial Statements for additional information.

Other income and expense

Interest expense

Interest expense was $245 million and $720 million for the three and nine months ended September 30, 2026, compared to $227 million and $679 million, respectively, for the same periods in 2025. The increases of $18 million and $41 million were mainly due to a higher average level of debt.

Other components of net periodic benefit income

Other components of net periodic benefit income were $133 million and $399 million for the three and nine months ended September 30, 2026, respectively, compared to $125 million and $376 million, respectively, for the same periods in 2025. The increases of $8 million and $23 million, respectively, were mainly due to lower interest cost which primarily resulted from changes to discount rates determined at December 31, 2025.

Other income

Other income was $3 million and $83 million for the three and nine months ended September 30, 2026 compared to $3 million and $44 million, respectively, for the same periods in 2025. The increase in the first nine months was mainly due to the sale of a portion of the Newmarket subdivision in the first quarter, which resulted in a gain of $66 million, partially offset by the prior period fair value remeasurement of CN’s investment in Iowa Northern Railway Company (IANR) as a result of CN acquiring control on March 1, 2025.

Income tax expense

Income tax expense was $412 million and $1,218 million for the three and nine months ended September 30, 2026 compared to $368 million and $1,123 million for the same periods in 2025. The effective tax rate for the three and nine months ended September 30, 2026 was 25.4% and 25.3%, compared to 24.4% and 24.4% for the same periods in 2025. The adjusted effective tax rate for the nine months ended September 30, 2026 was 25.4% compared to 24.4% for the same period in 2025 (1).

(1)   Adjusted effective tax rate is a non-GAAP measure, defined as Income tax expense, net of tax adjustments as presented in Adjusted performance measures as a percentage of Income before taxes, net of pre-tax adjustments as presented in Adjusted performance measures. This measure does not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to a similar measure presented by other companies.

CN | 2026 Quarterly Review – Third Quarter 47

MANAGEMENT'S DISCUSSION AND ANALYSIS

Summary of quarterly financial data

						2026									2025												2024
						Quarters									Quarters												Quarter
In millions, except per share data						Third			Second			First			Fourth			Third			Second			First			Fourth
Revenues						$	4,771		$	4,753		$	4,379		$	4,464		$	4,165		$	4,272		$	4,403		$	4,358
Operating income (1)						$	1,730		$	1,781		$	1,549		$	1,733		$	1,606		$	1,638		$	1,610		$	1,628
Net income (1)						$	1,209		$	1,249		$	1,146		$	1,248		$	1,139		$	1,172		$	1,161		$	1,146
Basic earnings per share						$	2.00		$	2.06		$	1.87		$	2.03		$	1.83		$	1.87		$	1.85		$	1.82
Diluted earnings per share (1)						$	2.00		$	2.06		$	1.87		$	2.03		$	1.83		$	1.87		$	1.85		$	1.82
Dividends per share						$	0.9150		$	0.9150		$	0.9150		$	0.8875		$	0.8875		$	0.8875		$	0.8875		$	0.8450

(1)Certain quarters include items that management believes do not necessarily arise as part of CN's normal day-to-day operations and can distort the analysis of trends in business performance. See the section of this MD&A entitled Non-GAAP measures as well as the Company's 2025 Annual MD&A for additional information on these items.

Revenues generated by the Company during the year are influenced by seasonal weather conditions, general economic conditions, cyclical demand for rail transportation and competitive forces in the transportation marketplace (see the section entitled Business risks of the Company's 2025 Annual MD&A). Operating expenses reflect the impact of freight volumes, seasonal weather conditions, labor costs, fuel prices and the Company's productivity initiatives. Fluctuations in the Canadian dollar relative to the US dollar have also affected the conversion of the Company's US dollar-denominated revenues and expenses and resulted in fluctuations in Net income in the rolling eight quarters presented above.

Liquidity and capital resources

An analysis of the Company's liquidity and capital resources is provided in the section entitled Liquidity and capital resources of the Company's 2025 Annual MD&A. There were no significant changes during the third quarter of 2026, except as noted below.

As at September 30, 2026 and December 31, 2025, the Company had Cash and cash equivalents of $743 million and $350 million, respectively; Restricted cash and cash equivalents of $14 million and $13 million, respectively; and a working capital deficit of $768 million and $1,225 million, respectively.(1) There are currently no specific requirements relating to working capital other than in the normal course of business as discussed herein. The Company expects cash from operations and its various sources of financing to be sufficient to meet its ongoing obligations.

(1)The Company defines working capital as current assets of $3,471 million (December 31, 2025 - $2,471 million) less current liabilities of $4,239 million (December 31, 2025 - $3,696 million).

Available financing sources

For details on the Company's available financing sources, see section entitled Liquidity and capital resources to the Company's 2025 Annual MD&A as well as Note 10 – Financing activities to the Company's September 30, 2026 Interim Consolidated Financial Statements.

Shelf prospectus and registration statement

On April 29, 2026, the Company filed a shelf prospectus with Canadian securities regulators and a registration statement with the SEC, pursuant to which CN may issue debt securities in the Canadian and U.S. capital markets over a 37-month period following the filing date. This shelf prospectus and registration statement replaces CN's previous shelf prospectus and registration statement that was set to expire on May 2, 2026. Access to the Canadian and U.S. capital markets under the shelf prospectus and registration statement is dependent on market conditions.

48 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Revolving credit facilities

On March 31, 2026, the Company increased its existing unsecured revolving credit agreement from $2.5 billion to $3.0 billion. The Company's revolving credit facility agreement was also amended to extend the respective tenors by one additional year each and to remove its sustainability linked loan structure whereby its applicable margins were adjusted up or down based on the Company's performance under certain sustainability goals. The amended unsecured credit facility of $3.0 billion consists of tranches of $1.75 billion and $1.25 billion that are now maturing on March 31, 2029 and March 31, 2031, respectively. The unsecured revolving credit facility of $1.0 billion that was maturing on March 17, 2027 has been terminated as of March 31, 2026. The $3.0 billion revolving credit facility provides borrowings at various benchmark interest rates, such as the Secured Overnight Financing Rate (SOFR) and the Canadian Overnight Repo Rate Average (CORRA), plus applicable margins, based on CN's credit ratings.

As at September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under its revolving credit facility.

Equipment loans

During the first nine months of 2026, the Company repaid $66 million of its equipment loans. As at September 30, 2026 and December 31, 2025, the Company had outstanding borrowings of $1,285 million and $1,329 million, respectively and had no further amounts available to be drawn under these facilities.

Commercial paper

The Company's commercial paper program is backstopped by the Company's $3.0 billion revolving credit facility. As of May 6, 2026, the maximum aggregate principal amount of commercial paper that can be issued was increased from $2.5 billion to $3.0 billion, or the equivalent amount in US dollars, on a combined basis.

As at September 30, 2026 and December 31, 2025, the Company had total commercial paper borrowings of US$850 million ($1,210 million) and US$90 million ($124 million) respectively, presented in Current portion of long-term debt on the Consolidated Balance Sheets.

Accounts receivable securitization program

As at September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under the accounts receivable securitization program.

Bilateral letter of credit facilities

On March 31, 2026, the Company extended the maturity date of its committed bilateral letter of credit facility agreements to April 28, 2029.

As at September 30, 2026, the Company had outstanding letters of credit of $323 million ($321 million as at December 31, 2025) under the committed facilities and $151 million ($153 million as at December 31, 2025) under the uncommitted facilities.

Credit ratings

The Company's ability to access funding in the debt capital markets and the cost and amount of funding available depends in part on its credit ratings. Rating downgrades could limit the Company's access to the capital markets, or increase its borrowing costs.

In the second quarter of 2026, the rating agencies took the following actions:

•DBRS Morningstar maintained the outlook at stable and confirmed CN's long-term and short-term ratings at current levels at A and R-1 (low).

•Moody's Investors Service changed their outlook from stable to negative and confirmed the long-term and short-term debt ratings at A2 and P-1 respectively.

•S&P Global Ratings maintained the outlook at stable and confirmed CN's long-term and short-term ratings at current levels at A- and A-2.

The following table provides the Company's long-term debt and commercial paper credit ratings as of the date of this MD&A.

			Outlook			Long-term debt rating (1)			Commercial paper rating (1)
DBRS Morningstar			Stable			A			R-1 (low)
Moody's Investors Service			Negative			A2			P-1
S&P Global Ratings			Stable			A-			A-2

(1)These credit ratings are not recommendations to purchase, hold, or sell the securities referred to above. Ratings may be revised or withdrawn at any time by the credit rating agencies. Each credit rating should be evaluated independently of any other credit rating.

CN | 2026 Quarterly Review – Third Quarter 49

MANAGEMENT'S DISCUSSION AND ANALYSIS

Cash flows

			Three months ended September 30									Nine months ended September 30
In millions			2026			2025			Variance			2026			2025			Variance
Net cash provided by operating activities			$	1,904		$	1,913		$	(9)		$	4,780		$	4,822		$	(42)
Net cash used in investing activities			(828)			(1,120)			292			(1,862)			(2,481)			619
Net cash used in financing activities			(612)			(1,209)			597			(2,526)			(2,514)			(12)
Effect of foreign exchange fluctuations on cash, cash equivalents, restricted cash, and restricted cash equivalents			(1)			2			(3)			2			(2)			4
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents			463			(414)			877			394			(175)			569
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period			294			640			(346)			363			401			(38)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period			$	757		$	226		$	531		$	757		$	226		$	531

Free cash flow

Free cash flow is a useful measure of liquidity as it demonstrates the Company's ability to generate cash for debt obligations and for discretionary uses such as payment of dividends, share repurchases, 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 the impact of (i) business acquisitions and combinations; and (ii) merger transaction-related payments, cash receipts and cash income taxes, which are items that are not indicative of operating trends. Free 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 following table provides a reconciliation of net cash provided by operating activities in accordance with GAAP, as reported for the three and nine months ended September 30, 2026 and 2025, to the non-GAAP free cash flow presented herein:

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Net cash provided by operating activities			$	1,904		$	1,913		$	4,780		$	4,822
Net cash used in investing activities			(828)			(1,120)			(1,862)			(2,481)
Free cash flow			$	1,076		$	793		$	2,918		$	2,341

Operating activities

Net cash provided by operating activities decreased by $9 million in the third quarter of 2026 and decreased by $42 million in the first nine months of 2026 when compared to the same periods in 2025, mainly due to unfavorable changes in working capital items, partly offset by higher operating income.

Pension contributions

The Company's contributions to its various defined benefit pension plans are made in accordance with the applicable legislation in Canada and the U.S. and such contributions follow minimum and maximum thresholds as determined by actuarial valuations.

Additional information relating to the pension plans is provided in Note 17 – Pensions and other postretirement benefits to the Company's 2025 Annual Consolidated Financial Statements and the section entitled Liquidity and capital resources of the Company's 2025 Annual MD&A.

The Company's most recently filed actuarial valuations for funding purposes for its Canadian registered defined benefit pension plans conducted as at December 31, 2025 indicated a funding excess on a going concern basis of approximately $5.4 billion and a funding excess on a solvency basis of approximately $4.2 billion calculated using the three-year average of the plans' hypothetical wind-up ratio.

50 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Pension contributions for all plans for the nine months ended September 30, 2026 and 2025 were $45 million and $57 million, respectively. Based on the results of the Company's actuarial valuations for funding purposes as at December 31, 2025, the CN Pension Plan remained fully funded and at a level such that the Company continues to be prohibited from making contributions to the defined benefit component of the CN Pension Plan in 2026. As such, total cash contributions of approximately $60 million are expected to be made in 2026 for all pension plans other than the defined benefit component of the CN Pension Plan.

Adverse changes to the assumptions used to calculate the Company's funding status, particularly the discount rate, as well as changes to existing federal pension legislation or regulator guidance could significantly impact the Company's future pension contributions.

Income tax payments

Net income tax payments for the nine months ended September 30, 2026 and 2025 were $1,059 million and $708 million, respectively. The increase was mainly due to higher required installment payments in Canada. For 2026, the Company's net income tax payments are expected to be approximately $1.4 billion.

Investing activities

Net cash used in investing activities decreased by $292 million in the third quarter of 2026 and $619 million in the first nine months of 2026 when compared to the same periods in 2025, mainly due to lower property additions and disposal of property in the first quarter of 2026.

Property additions

			Three months ended September 30												Nine months ended September 30
In millions			2026						2025						2026						2025
Track and roadway			$	640					$	718					$	1,437					$	1,605
Rolling stock			49						196						131						352
Buildings			47						41						74						80
Information technology			49						67						160						209
Other			20						83						137						183
Property additions			$	805					$	1,105					$	1,939					$	2,429

2026 Capital expenditure program

In 2026, the Company will continue to invest in its capital program to improve the safety, efficiency and integrity of its network. These investments will enable and support the growth of the Company and will be financed with cash generated from operations or with cash from financing activities as required.

Financing activities

Net cash used in financing activities decreased by $597 million in the third quarter of 2026 and increased by $12 million in the first nine months of 2026 when compared to the same periods in 2025. The decrease in the third quarter was mainly due to lower repurchases of common shares and higher net issuance of debt including commercial paper. The increase in the first nine months of 2026 was mainly due to higher repurchases of common shares; partly offset by lower net issuances of debt including commercial paper.

Debt financing activities

Debt financing activities in the first nine months of 2026 included the following:

•On September 15, 2026, the Company redeemed the US$125 million ($174 million) 7.70% Notes, issued by its wholly owned subsidiary Illinois Central Railroad Company, due 2096 for US$129 million ($179 million), and derecognized the remaining debt issuance costs, which resulted in a total loss of US$5 million ($7 million) that was recorded in Other income within the Consolidated Statements of Income;

•On May 12, 2026, issuance of US$300 million ($410 million) 4.35% Notes due 2029 and US$450 million ($615 million) 4.95% Notes due 2036 in the U.S. capital markets, which resulted in total net proceeds of $1,016 million and was used for general corporate purposes, including the repayment of commercial paper;

•On March 1, 2026, repayment of US$500 million ($682 million) 2.75% Notes due 2026 upon maturity; and

•Net issuance of commercial paper of $780 million in the third quarter and net issuance of $965 million in the first nine months.

CN | 2026 Quarterly Review – Third Quarter 51

MANAGEMENT'S DISCUSSION AND ANALYSIS

Debt financing activities in the first nine months of 2025 included the following:

•On September 22, 2025, repayment of $350 million 2.80% Notes due 2025 upon maturity;

•On June 10, 2025, issuance of $500 million 3.50% Notes due 2030 and $500 million 4.20% Notes due 2035 in the Canadian capital markets, which resulted in total net proceeds of $995 million and was used for general corporate purposes, including the refinancing of outstanding indebtedness; and

•Net issuance of commercial paper of $719 million in the third quarter and $26 million in the first nine months.

Additional information relating to the Company's outstanding debt securities is provided in Note 15 – Debt to the Company's 2025 Annual Consolidated Financial Statements.

Repurchase of common shares

The Company may repurchase its common shares pursuant to a Normal Course Issuer Bid (NCIB) at prevailing market prices plus brokerage fees, or such other prices as may be permitted by the Toronto Stock Exchange. Under its current NCIB, the Company may repurchase up to 24.0 million common shares between February 4, 2026 and February 3, 2027. As at September 30, 2026, the Company had repurchased 11.1 million common shares for $1,751 million under its current NCIB.

As at September 30, 2026, the Company had accrued a liability of $37 million for the two percent tax on net share repurchases made in the first nine months of 2026 ($39 million as at December 31, 2025), which was accounted for as a direct cost of common share repurchases and recorded in Shareholders’ equity. The accrued tax obligation for the 2025 net share repurchases was paid in the first quarter of 2026.

The Company repurchased 16.0 million common shares under its previous NCIB, including 1.7 million common shares in the first quarter of 2026, which allowed for the repurchase of up to 20.0 million common shares between February 4, 2025 and February 3, 2026.

			Three months ended September 30						Nine months ended September 30
In millions, except per share data			2026			2025			2026			2025
Number of common shares repurchased			3.9			7.7			12.8			10.5
Weighted-average price per share (1)			$	176.61		$	134.77		$	157.23		$	137.91
Amount of repurchase (1)(2)			$	676		$	1,041		$	1,999		$	1,448

(1)Includes brokerage fees and tax on share repurchases.

(2)Includes settlements in subsequent periods.

Dividends paid

The Company paid quarterly dividends of $0.9150 per share amounting to $552 million and $1,664 million in the third quarter and first nine months of 2026 compared to $550 million and $1,663 million, at the quarterly rate of $0.8875 per share for the same periods in 2025.

Contractual obligations

In the normal course of business, the Company incurs contractual obligations. The following table sets forth the Company's contractual obligations for the following items as at September 30, 2026:

																					2031 & thereafter
In millions			Total			2026			2027			2028			2029			2030
Debt obligations (1)			$	22,808		$	1,234		$	77		$	1,104		$	1,556		$	1,121		$	17,716
Interest on debt obligations			12,767			234			968			964			872			817			8,912
Finance lease obligations			4			3			1			—			—			—			—
Operating lease obligations (2)			875			37			116			88			57			44			533
Purchase obligations (3)			2,927			1,780			342			312			158			93			242
Other long-term liabilities (4)			1,001			31			61			61			51			47			750
Total contractual obligations			$	40,382		$	3,319		$	1,565		$	2,529		$	2,694		$	2,122		$	28,153

(1)Presented net of unamortized discounts and debt issuance costs and excludes finance lease obligations.

(2)Includes $341 million of imputed interest.

(3)Includes fixed and variable commitments for engineering services, rail, information technology services and licenses, locomotives, railroad cars, wheels, rail ties, as well as other equipment and services. Costs of variable commitments were estimated using forecasted prices and volumes.

(4)Mainly includes expected payments for workers' compensation, pension benefit payments for the Company's non-registered supplemental pension plan, postretirement benefits other than pensions, net unrecognized tax benefits and environmental liabilities.

52 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Adjusted debt-to-adjusted EBITDA multiple

Management believes that the adjusted debt-to-adjusted EBITDA multiple is a useful credit measure because it reflects the Company's ability to service its debt and other long-term obligations. The Company calculates the adjusted debt-to-adjusted EBITDA multiple as adjusted debt divided by the last twelve months of adjusted EBITDA. Adjusted debt is defined as the sum of Long-term debt and Current portion of long-term debt as reported on the Company’s Consolidated Balance Sheets as well as Operating lease liabilities, including current portion and pension plans in deficiency recognized on the Company's Consolidated Balance Sheets due to the debt-like nature of their contractual and financial obligations. Adjusted EBITDA is calculated as Net income excluding Interest expense, Income tax expense, Depreciation and amortization, operating lease cost, Other components of net periodic benefit income, Other income (loss), and other significant items that are not reflective of CN's underlying business operations and which could distort the analysis of trends in business performance. Adjusted debt and adjusted EBITDA are non-GAAP measures used to compute the adjusted debt-to-adjusted EBITDA multiple. These measures do not have any standardized meaning prescribed by GAAP and therefore, may not be comparable to similar measures presented by other companies.

The following table provides a reconciliation of debt and Net income in accordance with GAAP, reported as at and for the twelve months ended September 30, 2026 and 2025, to the adjusted measures presented herein, which have been used to calculate the non-GAAP adjusted debt-to-adjusted EBITDA multiple:

In millions, unless otherwise indicated			As at and for the twelve months ended September 30,			2026			2025
Debt (1)						$	22,812		$	21,120
Adjustments:
Operating lease liabilities, including current portion (2)						534			452
Pension plans in deficiency (3)						333			341
Adjusted debt						$	23,679		$	21,913
Net income						$	4,852		$	4,618
Interest expense						954			910
Income tax expense						1,639			1,485
Depreciation and amortization						1,922			1,971
Operating lease cost (4)						150			159
Other components of net periodic benefit income						(525)			(489)
Other income						(127)			(42)
Adjustments:
Workforce reduction program (5)						34			—
Advisory costs related to rail consolidation matters (6)						63			—
Asset impairments (7)						118			—
Adjusted EBITDA						$	9,080		$	8,612
Adjusted debt-to-adjusted EBITDA multiple (times)						2.61			2.54

(1)Represents the aggregate of Current portion of long-term debt and Long-term debt as disclosed on the Consolidated Balance Sheets.

(2)Represents the present value of operating lease payments.

(3)Represents the total funded deficit of all defined benefit pension plans with a projected benefit obligation in excess of plan assets.

(4)Represents the operating lease costs recorded in Purchased services and material and Equipment rents within the Consolidated Statements of Income.

(5)Relates to employee termination benefits and severance costs related to a workforce reduction program, recorded in the fourth quarter of 2025 in Labor and fringe benefits within the Consolidated Statements of Income.

(6)Represents advisory costs related to the analysis and advocacy for the STB review of the impacts to fair competition pertaining to the potential merger between Union Pacific and Norfolk Southern recorded in Purchased services and material within the Consolidated Statements of Income.

(7)Represents an impairment related to the discontinued development of portions of certain components of its dispatching and back office information technology projects before completion recorded in Asset impairments within the Consolidated Statements of Income. See Note 6 - Properties to the Company's unaudited Interim Consolidated Financial Statements for additional information.

CN | 2026 Quarterly Review – Third Quarter 53

MANAGEMENT'S DISCUSSION AND ANALYSIS

Off balance sheet arrangements

Guarantees and indemnifications

In the normal course of business, the Company 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, standby letters of credit, surety and other bonds, and indemnifications that are customary for the type of transaction or for the railway business. As at September 30, 2026, the Company has not recorded a liability with respect to guarantees and indemnifications. Additional information relating to guarantees and indemnifications is provided in Note 14 – Major commitments and contingencies to the Company's September 30, 2026 Interim Consolidated Financial Statements.

Outstanding share data

As at October 29, 2026, the Company had 599.7 million common shares and 2.7 million stock options outstanding.

Financial instruments

Risk management

In the normal course of business, the Company is exposed to various risks from its use of financial instruments, such as credit risk, liquidity risk, and market risks which include foreign currency risk, interest rate risk and commodity price risk. A description of these risks and how the Company manages them, is provided in the section entitled Financial instruments of the Company's 2025 Annual MD&A.

Derivative financial instruments

Foreign currency risk

Foreign exchange forward contracts

As at September 30, 2026, the Company had outstanding foreign exchange forward contracts to purchase a notional value of US$1,292 million (US$477 million as at December 31, 2025). These outstanding contracts are at a weighted-average exchange rate of $1.38 per US$1.00 ($1.39 per US$1.00 as at December 31, 2025). The weighted-average term of the contracts is 106 days (110 days as at December 31, 2025). Changes in fair values of foreign exchange forward contracts, resulting from changes in foreign exchange rates, are recognized in Other income in the Consolidated Statements of Income as they occur.

For the three and nine months ended September 30, 2026, the Company recorded gains of $3 million and $109 million, respectively, related to foreign exchange forward contracts compared to a gain of $40 million and a loss of $7 million, respectively, for the same periods in 2025. These gains and losses were largely offset by the re-measurement of US dollar-denominated monetary assets and liabilities recorded in Other income.

As at September 30, 2026, the fair value of outstanding foreign exchange forward contracts included in Other current assets and Accounts payable and other was $45 million and $nil, respectively ($nil and $10 million as at December 31, 2025).

Cross-currency interest rate swaps

On March 1, 2026, the US$500 million cross-currency interest rate swap (CCIRS) was settled in conjunction with the underlying bond settlement. As at September 30, 2026, the aggregate notional amount of CCIRS outstanding was US$1,275 million to hedge the US-to-Canadian dollar currency fluctuations on US dollar-denominated notes maturing on July 15, 2028, May 12, 2029, March 12, 2031 and October 15, 2031 for an aggregate principal amount of $1,780 million with a weighted average fixed annual interest rate of 4.67%.

54 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

These CCIRS were designated as qualifying hedging instruments and were accounted for as cash flow hedges, with their critical terms corresponding to the related US dollar-denominated notes. The following table provides the fair value gain or (loss) recorded in Accumulated other comprehensive loss and the amounts amortized to Other income related to foreign currency exposure and to Interest expense as reported for the three and nine months ended September 30, 2026 and September 30, 2025.

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Change in fair value of CCIRS			$	9		$	32		$	57		$	(33)
Other income			$	5		$	31		$	60		$	(44)
Interest expense			$	5		$	4		$	12		$	10

The following table provides the cumulative change in fair value of outstanding CCIRS as at September 30, 2026 and December 31, 2025:

In millions			As at September 30, 2026			As at December 31, 2025
Other current assets			$	25		$	7
Intangible assets, goodwill and other			14			—
Accounts payable and other			—			(29)
Other liabilities and deferred credits			(11)			(30)
Total fair value of CCIRS			$	28		$	(52)

The cash flows related to these CCIRS that pertain to the periodic interest settlements are classified as operating activities and the cash flows that pertain to the principal balance are classified as financing activities.

Interest rate risk

Interest rate swaps

The Company had outstanding interest rate swaps (IRS) designated as qualifying hedging instruments and accounted for as fair value hedges. The swaps were designed to hedge the interest rate risk associated with market fluctuations attributable to the Canadian Overnight Repo Rate Average (CORRA) or the Secured Overnight Financing Rate (SOFR). The fair value gain or loss on the swaps as well as any offsetting loss or gain on the hedged notes attributable to the hedged risk are recorded in Interest expense.

The following table presents the notional value of U.S. dollar and Canadian dollar denominated debt instruments that are hedged through IRS for the equivalent notional value:

In millions						Maturity			US$ denominated amount						As at September 30, 2026			As at December 31, 2025
3.50%			5-year notes			June 10, 2030									500			500
4.20%			10-year notes			June 10, 2035									500			500
4.95%			10-year notes			May 12, 2036			US$			450			640			—
Total notional value															$	1,640		$	1,000

The following table provides the cumulative change in fair value of outstanding IRS and the corresponding fair value hedging adjustment in Long-term debt as at September 30, 2026 and December 31, 2025:

In millions			As at September 30, 2026			As at December 31, 2025
Other current assets			$	2		$	5
Accounts payable and other			(6)			—
Other liabilities and deferred credits			(89)			(16)
Total fair value of IRS			$	(93)		$	(11)
Hedging adjustment gain (loss)			$	94		$	11

CN | 2026 Quarterly Review – Third Quarter 55

MANAGEMENT'S DISCUSSION AND ANALYSIS

			Three months ended September 30						Nine months ended September 30
In millions			2026			2025			2026			2025
Periodic net interest accruals for IRS recorded in Interest expense			$	1		—			$	4		—

Fair value of financial instruments

As at September 30, 2026, the Company's debt, excluding finance leases, had a carrying amount of $22,808 million ($21,201 million as at December 31, 2025) and a fair value of $20,498 million ($20,246 million as at December 31, 2025). The carrying amount of debt excluding finance leases exceeded the fair value due to market rates being higher than the stated coupon rates.

Additional information relating to financial instruments is provided in Note 15 – Financial instruments to the Company's September 30, 2026 Interim Consolidated Financial Statements.

Recent accounting pronouncements

The following recent Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB) have an effective date after December 31, 2025 and have not been adopted by the Company:

ASU 2025-10 — Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities

This ASU introduces comprehensive accounting guidance for government grants received by business entities by expanding Topic 832 beyond disclosure-only requirements to include recognition, measurement, presentation, and disclosure. The main provisions establish that government grants should not be recognized until it is probable that the Company will comply with the conditions attached to the grant and that the grant will be received. The ASU also provides guidance on accounting for grants related to income and grants related to assets, including acceptable presentation approaches, and introduces enhanced disclosure requirements intended to improve transparency and comparability of government grant information.

The amendments in this ASU are effective for annual periods beginning after December 15, 2028, including interim periods within these fiscal years. Early adoption is permitted. The amendments in this ASU may be adopted using a prospective, modified retrospective, or full retrospective transition approach, depending on the nature of the grants and the transition method elected.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and disclosures.

ASU 2025-06 – Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40)

This ASU modernizes the accounting for internal-use software by removing references to prescriptive and sequential software development stages. The main provisions establish that capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed and used as intended. The ASU also introduces enhanced disclosure requirements that align internal-use software disclosures to property, plant and equipment. It also consolidates guidance for website development by integrating it into the framework for internal-use software.

The amendments in this ASU are effective for annual periods beginning after December 15, 2027, including interim periods within these fiscal years. Early adoption is permitted. The amendments in this ASU must be adopted either prospectively, retrospectively or using a modified transition approach based on project status and prior capitalization.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements and disclosures.

ASU 2024-03 – Disaggregation of Income Statement Expenses (Subtopic 220-40)

This ASU aims to provide stakeholders a clearer understanding of an entity's expenses and enhance their ability to assess performance, forecast expenses and evaluate the entity's potential for future cash flows. The ASU amends the rules on income statement expense disclosures and requires public business entities to disaggregate and disclose, in tabular format in the notes to financial statements, specified categories of expenses contained within certain income statement expense line items; to integrate certain amounts that were already required to be disclosed under current GAAP with the new disaggregation requirements and to qualitatively disclose descriptions of the amounts

56 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

remaining that were not separately disaggregated. The ASU also requires public business entities to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of those selling expenses. This ASU does not change or remove the current disclosure requirements of expense line items on the face of the Consolidated Statements of Income.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either prospectively to Consolidated Financial Statements issued for reporting periods following the effective date, or retrospectively to any or all prior periods presented in the Consolidated Financial Statements.

The Company is evaluating the effects that the adoption of the ASU will have on its Consolidated Financial Statements disclosures.

Other recently issued ASUs required to be applied on or after September 30, 2026 have been evaluated by the Company and are not expected to have a significant impact on the Company's Consolidated Financial Statements.

Recent regulatory and other updates

Canadian regulatory updates

Bill C-39

On September 21, 2026, the Minister of Transport and Government House Leader introduced Bill C-39 in the House of Commons. As of October 29, 2026, the bill has passed Second Reading and advanced to consideration at committee in both the House of Commons and Senate. Among other things, Bill C-39 proposes amendments intended to improve the regulatory framework for project reviews and the collective bargaining process, and to reintroduce extended interswitching for traffic originating or terminating in the Prairie provinces. If enacted, the extended interswitching provisions would be introduced as a 48-month pilot to come into force on a date to be fixed by order of the Governor in Council. The outcome and timing of Bill C-39, and its potential impact on the Company, are uncertain at this time.

No assurance can be given that these or any other current or future regulatory or legislative initiatives by the Canadian federal government and agencies will not materially adversely affect the Company’s results of operations or its competitive and financial position.

U.S. regulatory updates

Safety regulation - U.S.

On April 9, 2024, the Federal Railroad Administration (FRA) issued a final rule establishing minimum requirements for the size of train crews depending on the type of operation. The FRA's new rule requires railroad operations to have a minimum of two crew members, except in certain circumstances, including remote-control operations. The rule includes a process to petition the FRA for special approval to operate with fewer than two crew members. The rule became effective on June 10, 2024. The rail industry challenged the rule as arbitrary and contrary to law in federal circuit court. On August 11, 2026, the federal circuit court denied the industry's challenge. The industry filed a petition for rehearing by the full circuit court on September 25, 2026.

Economic regulation - U.S.

On August 8, 2019, the STB issued interim findings and guidance to National Railroad Passenger Corporation (Amtrak) and the Company regarding the terms and conditions for Amtrak’s use of the Company’s lines. On March 3, 2022, the STB issued a schedule for Amtrak and the Company to submit opening, reply, and rebuttal submissions on the remaining issues in the case. Opening and reply submissions were submitted in May and July 2022, and rebuttal submissions were submitted in August 2022. On September 16, 2026, following a settlement reached between the parties establishing a new operating agreement, the STB granted their joint motion to dismiss.

No assurance can be given that these or any other current or future regulatory or legislative initiatives by the U.S. federal government and agencies will not materially adversely affect the Company's results of operations or its competitive and financial position.

CN | 2026 Quarterly Review – Third Quarter 57

MANAGEMENT'S DISCUSSION AND ANALYSIS

Critical accounting estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management reviews its estimates based upon available information. Actual results could differ from these estimates. The Company's policies for income taxes, capital expenditures and depreciation and pensions require management's more significant judgments and estimates in the preparation of the Company's consolidated financial statements and, as such, are considered to be critical. Reference is made to the section entitled Critical accounting estimates of the Company's 2025 Annual MD&A for a detailed description of the Company's critical accounting estimates. There have not been any material changes to these estimates in the third quarter of 2026.

Management discusses the development and selection of the Company's critical accounting policies, including the underlying estimates and assumptions, with the Audit, Finance and Risk Committee of the Company's Board of Directors. The Audit, Finance and Risk Committee has reviewed the Company's related disclosures.

Business risks

In the normal course of business, the Company is exposed to various business risks and uncertainties that can have an effect on the Company's results of operations, financial position, or liquidity. While some exposures may be reduced by the Company's risk management strategies, many risks are driven by external factors beyond the Company's control or are of a nature which cannot be eliminated.

Reference is made to the section entitled Business risks of the Company's 2025 Annual MD&A for a detailed description of such key areas of business risks and uncertainties with respect to: Trade restrictions, Competition, Environmental matters, Personal injury and other claims, Labor negotiations, Economic conditions, Regulation, Pandemic risk, Pension funding volatility, Reliance on technology and related cybersecurity risk, Terrorism and international conflicts, Customer credit risk, Liquidity, Supplier concentration, Availability of qualified personnel, Fuel costs and supply disruptions, Foreign exchange, Interest rates, Transportation network disruptions, Severe weather, Climate change and Reputation, which is incorporated herein by reference. Additional risks and uncertainties not currently known to management, or that may currently not be considered material by management, could nevertheless also have an adverse effect on the Company's business.

The following is a material update to the risks described in the Company's 2025 Annual MD&A.

Competition

On July 19, 2025, Union Pacific Corporation (UP) and Norfolk Southern Corporation (NS) (the Applicants) entered into a merger agreement and announced their intention to create a U.S. transcontinental railroad and on December 19, 2025, filed an application with the STB requesting approval to combine the two railroads. On August 18, 2026, the STB adopted a procedural schedule establishing the timeline and key milestones for its review of the proposed transaction.

On July 22, 2026, the Company and Applicants announced they had executed a Memorandum of Understanding (MOU) in connection with the proposed transaction between UP and NS. The MOU would secure CN's competitive access, including access to Kansas City, Missouri. The provisions are contingent on STB approval and closing of the merger.

The merger, if approved, could impact industry-wide competitive dynamics. On November 18, 2026, the Company will request the STB to impose conditions on approval of the merger, and other interested parties may do the same. If the STB approves the merger, there can be no assurance what conditions it will ultimately impose. Depending on the outcome of the STB's review, the Company's competitive position could be materially and adversely affected.

58 CN | 2026 Quarterly Review – Third Quarter

MANAGEMENT'S DISCUSSION AND ANALYSIS

Trade restrictions

On July 1, 2026, the U.S. notified its partners under the United States–Mexico–Canada (USMCA) free-trade agreement that it would not support renewal of the agreement in its current form. While this notification initiates a review and negotiation process, the USMCA remains in effect as discussions among the parties continue. Unless a party withdraws from the agreement, the USMCA will remain in force through 2036. In August 2026, bilateral trade negotiations between Canada and the United States aimed at establishing the trade framework between the two countries were suspended without agreement, and both countries subsequently implemented or announced additional reciprocal tariff measures. The continuation, expansion or introduction of tariffs and other trade restrictions could adversely affect cross-border trade flows, supply chains, operating costs and the Company's financial results. As well, the outcome of any of these discussions and any resulting amendments to the USMCA or agreement between Canada and the U.S. remain uncertain and could affect the future trade framework among the USMCA partners which could materially and negatively impact the Company’s financial results.

Controls and procedures

The Company's Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2026, have concluded that the Company's disclosure controls and procedures were effective.

During the third quarter ended September 30, 2026, there were no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

CN | 2026 Quarterly Review – Third Quarter 59

Statement of CEO Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, Tracy Robinson, certify that:

(1)I have reviewed this report on Form 6-K of Canadian National Railway Company;

(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2026

/s/ Tracy Robinson

Tracy Robinson

President and Chief Executive Officer

Statement of CFO Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, Ghislain Houle, certify that:

(1)I have reviewed this report on Form 6-K of Canadian National Railway Company;

(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  October 30, 2026

/s/ Ghislain Houle

Ghislain Houle

Executive Vice-President and Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 CN Q3 2026 EARNINGS NEWS RELEASE 575.8 KB
• EX-99.2 CN Q3 2026 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO 846.3 KB
• EX-99.3 CN Q3 2026 MANAGEMENT'S DISCUSSION AND ANALYSIS 1019.6 KB
• EX-99.4 CN Q3 2026 CEO AND CFO CERTIFICATES 18.3 KB