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U.S. 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, 2006 Commission File Number 001-13184
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TECK COMINCO LIMITED
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(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
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(Translation of Registrant's name into English (if applicable))
CANADA
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(Province or other jurisdiction of incorporation or organization)
1400
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(Primary Standard Industrial Classification Code Number (if applicable))
NOT APPLICABLE
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(I.R.S. Employer Identification Number (if applicable))
SUITE 600 - 200 BURRARD STREET, VANCOUVER,
B.C. V6C 3L9 CANADA (604) 687-1117
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(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NEW YORK, 10019 (212) 664-1666
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(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Class B Subordinate
Voting Shares New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
US$200 million 7.00% Notes due 2012,
US$300 million 5.375% Notes due 2015,
US$700 million 6.125% Notes due 2035
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(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
4,673,453 CLASS A COMMON SHARES AND 211,153,069 CLASS B SUBORDINATE VOTING
SHARES OUTSTANDING AS OF DECEMBER 31, 2006
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned
to the Registrant in connection with such Rule.
Yes 82- No X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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The Annual Report on Form 40-F shall be incorporated by reference into, or as
an exhibit to, as applicable, the Registrant's Registration Statement under the
Securities Act of 1933: Form S-8 (File No. 333-140184).
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PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Information Form
on Form 40-F:
1. Annual Information Form of Teck Cominco Limited for the year ended
December 31, 2006.
2. Audited Consolidated Financial Statements of Teck Cominco Limited for
the years ended December 31, 2006 and 2005, including the auditors'
report with respect thereto. For a reconciliation of important
differences between Canadian and United States generally accepted
accounting principles, see Note 25 of the Notes to the Consolidated
Financial Statements.
3. Management's Discussion and Analysis of Financial Position and
Operating Results of Teck Cominco Limited for the year ended December
31, 2006.
CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES
(a) CERTIFICATIONS. See Exhibits 32.1 and 32.2 to this Annual Report on
Form 40-F.
(b) DISCLOSURE CONTROLS AND PROCEDURES. As of the end of the Registrant's
fiscal year ended December 31, 2006, an evaluation of the
effectiveness of the Registrant's "disclosure controls and procedures"
(as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) was
carried out by the Registrant's management with the participation of
the principal executive officer and principal financial officer. Based
upon that evaluation, the Registrant's principal executive officer and
principal financial officer have concluded that as of the end of that
fiscal year, the Registrant's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
Registrant in reports that it files or submits under the Exchange Act
is (i) recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms and (ii) accumulated and communicated to the Registrant's
management, including its principal executive officer and principal
financial officer, to allow timely decisions regarding required
disclosure.
It should be noted that while the Registrant's principal executive
officer and principal financial officer believe that the Registrant's
disclosure controls and procedures provide a reasonable level of
assurance that they are effective, they do not expect that the
Registrant's disclosure controls and procedures or internal control
over financial reporting will prevent all errors and fraud. A control
system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control
system are met.
(c) MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING. The required disclosure is included in the section entitled
"Management's Report on Internal Control Over Financial Reporting" in
the Registrant's Management's Discussion and Analysis of Financial
Position and Operating Results for the fiscal year ended December 31,
2006, filed as part of this Annual Report on Form 40-F.
(d) ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM. The
required disclosure is included in the "Auditors' Report" that
accompanies the Registrant's Consolidated Financial Statements for the
fiscal year ended December 31, 2006, filed as part of this Annual
Report on Form 40-F.
(e) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. During the
fiscal year ended December 31, 2006, there were no changes in the
Registrant's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect,
the Registrant's internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
Not applicable.
AUDIT COMMITTEE FINANCIAL EXPERT
We have an Audit Committee established by the Board of Directors. The members
of the Audit Committee are Keith E. Steeves, Hugh J. Bolton, Jalynn H. Bennett,
Robert J. Wright and Chris M.T. Thompson. The Board has designated Hugh J.
Bolton as the "Audit Committee Financial Expert" as that term is defined in the
Form 40-F. The Board has determined that Mr. Bolton is not independent, as that
term is defined by the New York Stock Exchange listing standards applicable to
audit committee members.
CODE OF ETHICS
We have adopted a code of ethics, amended on June 23, 2006, that applies to all
of our employees and officers, including our principal executive officer,
principal financial officer, principal accounting officer or controller and
persons performing similar functions. Our code of ethics is posted on our
website, www.teckcominco.com.
Since the adoption of our code of ethics, there have not been any amendments
thereto, other than the amendments made on June 23, 2006, or waivers, including
implicit waivers, from any provision thereof.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required disclosure is included in the section of this Annual Report on
Form 40-F entitled "Audit Committee Information - External Auditor Service
Fees" in the Registrant's "Annual Information Form" for the fiscal year ended
December 31, 2006.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements required to be disclosed in this
Annual Report on Form 40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The required disclosure is included in the section of this Annual Report on
Form 40-F entitled "Principal Documents", under the heading "Contractual and
Other Obligations" in the Registrant's "Management's Discussion and Analysis of
Financial Position and Operating Results" for the fiscal year ended December
31, 2006.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file
an annual report on Form 40-F arises; or transactions in said
securities.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the
class of securities in relation to which the obligation to file this
report arises.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
Registrant: TECK COMINCO LIMITED
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By (Signature and Title): /s/ Karen L. Dunfee
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Karen L. Dunfee
Corporate Secretary
Date: March 26, 2007
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LIST OF EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Paul C. Bankes, P. Geo.
23.3 Consent of Dan Gurtler, P. Eng.
23.4 Consent of Colin J. McKenny, P. Geol.
23.5 Consent of Sproule Associates Ltd.
31.1 Certification of Donald R. Lindsay, Chief Executive Officer, pursuant
to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
31.2 Certification of Ronald A. Millos, Chief Financial Officer, pursuant
to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
32.1 Certification of Donald R. Lindsay, Chief Executive Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Ronald A. Millos, Chief Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Annual Information Form for the fiscal year ended December 31, 2006.
99.2 Consolidated Financial Statements for the fiscal years ended December
31, 2006 and 2005.
99.3 Management's Discussion and Analysis for the fiscal year ended
December 31, 2006.