Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 40 - F " REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 ( a ) OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended : December 31 , 2020 Commission File Number : 1-2413 CANADIAN NATIONAL RAILWAY COMPANY Canada ( Jurisdiction of incorporation or organization ) ( Exact name of registrant as specified in its charter ) 4011 ( Primary Standard Industrial Classification Code Number ) 98-0018609 ( I.R.S. Employer Identification No. ) 935 de La Gauchetiere Street West Montreal , Quebec Canada H3B 2M9 ( 514 ) 399-7091 ( Address , including zip code , and telephone number including area code , of Registrant's principal executive offices ) CT Corporation System 111 Eighth Avenue New York , N.Y. 10011 ( 212 ) 894-8600 ( Name , address , including zip code , and telephone number , including area code , of agent for service in the United States ) Securities registered pursuant to Section 12 ( b ) of the Act : Name of each exchange on which registered New York Stock Exchange Toronto Stock Exchange Title of each class Common shares Securities registered pursuant to Section 12 ( g ) of the Act : None Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : 2.85 % notes due December 15 , 2021 2.25 % notes due November 15 , 2022 7.63 % debentures due May 15 , 2023 2.95 % notes due November 21 , 2024 2.75 % notes due March 1 , 2026 6.90 % notes due July 15 , 2028 7.38 % debentures due October 15 , 2031 6.25 % notes due August 1 , 2034 6.20 % notes due June 1 , 2036 6.71 % Puttable Reset Securities ( PURS ) SM due July 15 , 2036 6.375 % debentures due November 15 , 2037 3.50 % notes due November 15 , 2042 4.50 % notes due November 7 , 2043 3.20 % notes due August 2 , 2046