EX-FILING FEES 4 tm249542d1_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form F-10

(Form Type)

Canadian National Railway Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

    Security
Type
  Security Class 
Title
  Fee
Calculation
Rule or
Instruction
  Maximum
Aggregate
Offering
Price(1)(2)
    Fee
Rate
    Amount of
Registration
Fee
 
Fees to Be Paid   Debt   Debt Securities(3)   457(o)   $ 4,414,200,000       $147.60 per $1,000,000     $ 651,535.92  
    Total Offering Amounts   $ 4,414,200,000             $ 651,535.92  
    Total Fees Previously Paid                      
    Total Fee Offsets                   $ 252,529.47  
    Net Fee Due                   $ 399,006.45  

 

  (1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $4,414,200,000 and, if any debt securities are issued at original issue discount, such greater amount as shall result in net proceeds of $4,414,200,000 to the Registrant. Such amount represents the U.S. dollar value of Cdn $6,000,000,000 based on an exchange rate of U.S. $0.7357 = Cdn $1.00, the daily average exchange rate on March 22, 2024, as reported by the Bank of Canada.

  (2) Estimated solely for the purpose of computing the registration fee.

  (3) Also includes such indeterminate amount of debt securities as may be issued upon conversion of or in exchange for any other debt securities that provide for conversion or exchange into other debt securities.

 

Table 2: Fee Offset Claims and Sources

 

   Registrant
or Filer
Name
  Form
or
Filing
Type
  File
Number
  Initial
Filing
Date
  Filing
Date
   Fee
Offset
Claimed
   Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
  Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
   Fee Paid with
Fee Offset
Source
 
Rule 457(p) 
Fee Offset Claims  Canadian National Railway Company  F-10  333-264684  May 5, 2022       $252,529.47(1)(2)(3)  Debt  Debt Securities  Debt Securities(5)  $2,570,400,000      
Fee Offset Sources  Canadian National Railway Company  F-10  333-264684      May 5, 2022                       $0(3)
Fee Offset Sources  Canadian National Railway Company  F-10  333-236376      February 11, 2020                      $46,818.66(2)
Fee Offset Sources  Canadian National Railway Company  F-10  333-223014      February 13, 2018                      $205,710.81 (1)

 

  (1) The Registrant previously paid U.S. $592,744.50 in registration fees (the Registrant transferred funds of $432,039.50 and used the available offset for the remainder of the fee) with respect to the registration statement on Form F-10 (File No. 333-223014) initially filed on February 13, 2018 and declared effective on June 25, 2018, (the “2018 Registration Statement”), pertaining to the registration of U.S. $4,761,000,000 of debt securities, U.S. $373,775.20 of which remained unutilized and was used to offset the total filing fee required from the 2020 Registration Statement and 2022 Registration Statement (each defined below).

 

 

 

  (2) The Registrant previously paid U.S. $584,723.04 in registration fees (the Registrant transferred funds of U.S. $84,687.74 and used the available offset for the remainder of the fee) with respect to the registration statement on Form F-10 (File No. 333-236376) initially filed on February 11, 2020 and declared effective on February 19, 2020 (the “2020 Registration Statement”), pertaining to the registration of U.S. $4,504,800,000 of debt securities aggregate initial offering price of securities of the Registrant, U.S. $447,199.47 of which remained unutilized (U.S. $373,755.20 of which was originally paid as part of the payment of the 2018 Registration Statement filing fees) and was used to offset the total filing fee required from the 2022 Registration Statement (as defined below).
  (3) The Registrant previously paid U.S. $432,946.08 in registration fees (the Registrant used the available offsets from the 2018 Registration Statement and the 2020 Registration Statement for the fee, leaving a remainder of U.S. $14,253.39 in registration fees from the 2020 Registration Statement available for future offsets) with respect to the registration statement on Form F-10 (File No. 333-264684) initially filed on May 5, 2022 and declared effective on May 6, 2022 (the “2022 Registration Statement”), pertaining to the registration of U.S. $4,670,400,000 of debt securities, U.S. $238,276.08 of which remained unutilized (U.S. $205,710.81 of which was originally paid as part of the payment for the 2018 Registration Statement and U.S. $32,565.27 of which was originally paid as part of the payment for the 2020 Registration Statement) and therefore available to offset against future registration fees pursuant to Rule 457(p) under the Securities Act. Together with the U.S. $14,253.39 which was originally paid as part of the registration fees for the 2020 Registration Statement, a total of U.S. $46,818.66 relating to the registration fees originally paid for the 2020 Registration Statement is therefore available to offset against future registration fees.
  (4) As the total filing fee required for this Registration Statement is U.S. $651,535.92, taking into consideration the total available offset of U.S. $252,529.47 (U.S. $ 205,710.81 from the 2018 Registration Statement and U.S. $46,818.66 from the 2020 Registration Statement), the amount paid herewith is U.S. $399,006.45.
  (5) The Registrant has terminated or completed any offerings that included the unsold securities under 2022 Registration Statement, the 2020 Registration Statement and the 2018 Registration Statement.