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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, 2007 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
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CLASS B SUBORDINATE New York Stock Exchange
VOTING SHARES
Securities registered or to be registered pursuant to Section 12(g) of the Act.
NOT APPLICABLE
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(Title of Class)
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(Title of Class)
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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.
9,353,470 CLASS A COMMON SHARES AND 433,298,126 CLASS B SUBORDINATE VOTING
SHARES OUTSTANDING AS OF DECEMBER 31, 2007
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]
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 [_]
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, 2007.
2. Audited Consolidated Financial Statements of Teck Cominco Limited for the
years ended December 31, 2007 and 2006, 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, 2007.
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, 2007, 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, 2007, 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, 2007, filed as part of this Annual Report on Form 40-F.
(e) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. The required
disclosure is included in the section entitled "Changes in 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, 2007, filed as part of this Annual
Report on Form 40-F.
NOTICES PURSUANT TO REGULATION BTR
Not applicable.
AUDIT COMMITTEE FINANCIAL EXPERT
We have an Audit Committee established by the Board of Directors in accordance
with Section 3(a)(58)(A) of the Exchange Act. 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.
While Mr. Bolton is "independent" as that term is defined by Rule 10A-3 of the
Exchange Act and according to New York Stock Exchange listing standards
applicable to foreign private issuers, he is not "independent" according to New
York Stock Exchange listing standards applicable to domestic issuers.
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, 2007.
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 "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, 2007.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
The 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
By (Signature and Title): /s/ Karen L. Dunfee
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Karen L. Dunfee
Corporate Secretary
Date: March 26, 2008
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LIST OF EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Paul C. Bankes, P. Geo., Independent Engineer
23.3 Consent of Dan Gurtler, P. Eng., Independent Engineer
23.4 Consent of Don Mills, P. Geol. , Independent Engineer
23.5 Consent of Ross Pritchard, P.Eng. , Independent Engineer
23.6 Consent of Sproule Associates Ltd. , Independent Engineers
23.7 Consent of GLJ Petroleum Consultants, Independent Engineers
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, 2007.
99.2 Consolidated Financial Statements for the fiscal years ended December
31, 2007 and 2006.
99.3 Management's Discussion and Analysis of Financial Position and
Operating Results of Teck Cominco Limited for the year ended December
31, 2007.