CN announces new share repurchase program, two-for-one stock split, and declares fourth-quarter 2013 cash dividend

CN announces new share repurchase program, two-for-one stock split, and 
declares fourth-quarter 2013 cash dividend 
MONTREAL, Oct. 22, 2013 /CNW Telbec/ — CN (TSX: CNR) (NYSE: CNI) announced 
today that its Board of Directors has approved a new share repurchase program, 
and a two-for-one stock split of the Company's common shares outstanding. The 
Board has also approved a fourth-quarter 2013 cash dividend. 
The new share repurchase program will be a normal-course-issuer bid to 
purchase, for cancellation, up to 15 million common shares before adjusting 
for the stock split, representing approximately 4.1 per cent of the common 
shares issued and outstanding of the Company not held by insiders on Oct. 15, 
2013. On that date 417,992,780 CN common shares were issued and outstanding. 
CN repurchased 14.7 million common shares under its share repurchase program 
announced in October 2012, at a weighted-average price of C$95.35 per share, 
excluding brokerage fees, returning C$1.4 billion to shareholders. 
The new repurchase program - starting on Oct. 29, 2013, and ending no later 
than Oct. 23, 2014 - will be conducted through a combination of discretionary 
transactions and automatic repurchase plan through the facilities of the 
Toronto and New York stock exchanges, or alternative trading systems, if 
eligible, and will conform to their regulations. Toronto Stock Exchange (TSX) 
rules will permit CN to purchase daily, through TSX facilities, a maximum of 
164,267 common shares under the Company's new repurchase program. Purchases 
under the normal-course-issuer bid will be made by means of open market 
transactions or such other means as the TSX or a securities regulatory 
authority may permit and under applicable law, including private agreements 
under issuer bid exemption orders issued by a securities regulatory authority 
in Canada. 
The price to be paid by CN for any common shares will be the market price at 
the time of acquisition, plus brokerage fees, and purchases made under an 
issuer bid exemption order will be at a discount to the prevailing market 
price as per the terms of the orders. 
CN's management and Board of Directors believe that the repurchase by the 
Company of its shares represents an appropriate use of its funds. 
The two-for-one stock split will take the form of a stock dividend. 
Shareholders will receive one additional common share of CN for each common 
share held. The stock dividend will be payable on Nov. 29, 2013, to 
shareholders of record at the close of business on Nov. 15, 2013. 
The stock split will have no tax consequences in Canada or the United States, 
and will not dilute shareholders' equity. All equity-based benefit plans will 
be adjusted to reflect the issuance of additional shares or options due to the 
declaration of the stock split. All share and per share data for future 
periods will also reflect the stock split when it becomes effective. 
Luc Jobin, CN executive vice-president and chief financial officer, said: "In 
addition to significant investments in the business and increasing cash 
dividends over the years, CN has returned approximately C$4.8 billion to 
shareholders through share repurchases since 2010. This new share repurchase 
program and stock split attest to CN's continued confidence in the growth of 
the Company and commitment to create shareholder value while maintaining a 
strong balance sheet." 
CN also announced today that its Board of Directors has approved a 
fourth-quarter 2013 dividend on the Company's common shares outstanding. A 
quarterly dividend of twenty-one and one-half cents (C$0.215) per common 
share, post split, will be paid on Dec. 31, 2013, to shareholders of record at 
the close of business on Dec. 10, 2013. 
Forward-Looking Statements 
Certain information included in this news release constitutes "forward-looking 
statements" within the meaning of the United States Private Securities 
Litigation Reform Act of 1995 and under Canadian securities laws, including 
potential purchases of common shares for cancellation under a normal course 
issuer bid. CN cautions that, by their nature, these forward-looking 
statements involve risk, uncertainties and assumptions, and are subject to our 
board's discretion in respect of the declaration of dividends. The Company 
cautions that its assumptions may not materialize and that the current 
economic conditions render such assumptions, although reasonable at the time 
they were made, subject to greater uncertainty. 
Important risk factors that could affect the above forward-looking statements 
include, but are not limited to, the effects of general economic and business 
conditions, industry competition, inflation, currency and interest rate 
fluctuations, changes in fuel prices, legislative and/or regulatory 
developments, compliance with environmental laws and regulations, actions by 
regulators, various events which could disrupt operations, including natural 
events such as severe weather, droughts, floods and earthquakes, labor 
negotiations and disruptions, environmental claims, uncertainties of 
investigations, proceedings or other types of claims and litigation, risks and 
liabilities arising from derailments, and other risks and assumptions detailed 
from time to time in reports filed by CN with securities regulators in Canada 
and the United States. Reference should be made to "Management's Discussion 
and Analysis" in CN's annual and interim reports, Annual Information Form and 
Form 40-F filed with Canadian and U.S. securities regulators, available on 
CN's website, for a summary of major risks and assumptions. 
CN assumes no obligation to update or revise forward-looking statements to 
reflect future events, changes in circumstances, or changes in beliefs, unless 
required by applicable Canadian securities laws. In the event CN does update 
any forward-looking statement, no inference should be made that CN will make 
additional updates with respect to that statement, related matters, or any 
other forward-looking statement. 
CN (TSX: CNR) (NYSE: CNI) is a true backbone of the economy, transporting 
approximately C$250 billion worth of goods annually for a wide range of 
business sectors, ranging from resource products to manufactured products to 
consumer goods, across a rail network spanning Canada and mid-America, from 
the Atlantic and Pacific oceans to the Gulf of Mexico. CN - Canadian National 
Railway Company, along with its operating railway subsidiaries -- serves the 
ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and 
Mobile, Ala., and the metropolitan areas of Toronto, Chicago, Detroit, Duluth, 
Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, and 
Jackson, Miss., with connections to all points in North America. For more 
information on CN, visit the company's website at

Media Mark Hallman Director Communications and Public Affairs (905) 669-3384 
Investment Community Janet Drysdale Vice-President Investor Relations (514) 
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ST: Quebec
-0- Oct/22/2013 20:02 GMT
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