Exhibit 7.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW
YORK MELLON
(Exact name of trustee as specified in its charter)
| New
York (Jurisdiction of incorporation if not a U.S. national bank) |
13-5160382 (I.R.S. employer identification no.) |
| 240
Greenwich Street, New York, N.Y. (Address of principal executive offices) |
10286 (Zip code) |
Canadian National Railway Company
(Exact name of obligor as specified in its charter)
| Canada (State or other jurisdiction of incorporation or organization) |
98-0018609 (I.R.S. employer identification no.) |
935 de La Gauchetière Street West Montréal, Quebec Canada H3B 2M9
|
|
Debt
Securities
(Title of the indenture securities)
| 1. | General information. Furnish the following information as to the Trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |
| Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
| Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
| Federal Deposit Insurance Corporation | 550
17th Street, NW Washington, D.C. 20429 | |
| The Clearing House Association L.L.C. | 100
Broad Street New York, N.Y. 10004 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
| 1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
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| 4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533). |
| 6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 23rd day of April, 2026.
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Peggy Guel | |
| Name: Peggy Guel | ||
| Title: As Agent | ||
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2025, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
| ASSETS | Dollar amounts in thousands | ||
| Cash and balances due from depository institutions: | |||
| Noninterest-bearing balances and currency and coin | 4,214,000 | ||
| Interest-bearing balances | 122,567,000 | ||
| Securities: | |||
| Held-to-maturity securities | 48,093,000 | ||
| Available-for-sale debt securities | 101,873,000 | ||
| Equity securities with readily determinable fair values not held for trading | 0 | ||
| Federal funds sold and securities purchased under agreements to resell: | |||
| Federal funds sold in domestic offices | 0 | ||
| Securities purchased under agreements to resell | 25,462,000 | ||
| Loans and lease financing receivables: | |||
| Loans and leases held for sale | 0 | ||
| Loans and leases held for investment | 40,704,000 | ||
| LESS: Allowance for credit losses on loans and leases | 224,000 | ||
| Loans and leases held for investment, net of allowance | 40,480,000 | ||
| Trading assets | 6,629,000 | ||
| Premises and fixed assets (including right-of-use assets) | 3,248,000 | ||
| Other real estate owned | 1,000 | ||
| Investments in unconsolidated subsidiaries and associated companies | 2,552,000 | ||
| Direct and indirect investments in real estate ventures | 0 | ||
| Intangible assets | 7,361,000 | ||
| Other assets | 18,517,000 | ||
| Total assets | 380,997,000 | ||
| LIABILITIES | |||
| Deposits: | |||
| In domestic offices | 220,677,000 | ||
| Noninterest-bearing | 59,544,000 | ||
| Interest-bearing | 161,133,000 | ||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 111,756,000 | ||
| Noninterest-bearing | 7,405,000 | ||
| Interest-bearing | 104,351,000 | ||
| Federal funds purchased and securities sold under agreements to repurchase: | |||
| Federal funds purchased in domestic offices | 0 | ||
| Securities sold under agreements to repurchase | 2,657,000 | ||
| Trading liabilities | 2,771,000 | ||
| Other borrowed money: | |||
| (includes mortgage indebtedness) | 4,940,000 | ||
| Not applicable | |||
| Not applicable | |||
| Subordinated notes and debentures | 0 | ||
| Other liabilities | 8,374,000 | ||
| Total liabilities | 351,175,000 | ||
| EQUITY CAPITAL | |||
| Perpetual preferred stock and related surplus | 0 | ||
| Common stock | 1,135,000 | ||
| Surplus (exclude all surplus related to preferred stock) | 12,943,000 | ||
| Retained earnings | 17,363,000 | ||
| Accumulated other comprehensive income | -1,619,000 | ||
| Other equity capital components | 0 | ||
| Total bank equity capital | 29,822,000 | ||
| Noncontrolling (minority) interests in consolidated subsidiaries | 0 | ||
| Total equity capital | 29,822,000 | ||
| Total liabilities and equity capital | 380,997,000 |
I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
| Dermot McDonogh | ||
| Chief Financial Officer |
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
| Robin A. Vince | |||
| Jeffrey A. Goldstein | Directors | ||
| Joseph J. Echevarria |