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
[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, 2003 Commission File Number: 1-8795
CANADIAN NATURAL RESOURCES LIMITED
(Exact name of Registrant as specified in its charter)
ALBERTA
(Province or other jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial Classification Code Numbers)
NOT APPLICABLE
(I.R.S. Employer Identification Number (if applicable))
2500, 855-2ND STREET S.W., CALGARY, ALBERTA, CANADA, T2P 4J8
TELEPHONE: (403) 517-7345
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 111-8TH AVENUE, NEW YORK, NEW YORK 10011
(212) 894-8940
(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:
Common Shares, no par value New York Exchange
Common Shares, no par value Toronto Stock Exchange
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS: None
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
OF THE ACT: None
FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:
[X] Annual information form [X] Audited annual financial statements
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.
133,731,416 Common Shares outstanding as of December 31, 2003
Indicate by check mark whether the Registrant is furnishing the information
contained in this Form 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 [_] 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 [_]
This Annual Report on Form 40-F shall be incorporated by reference into, or as
an exhibit to, as applicable, the registrant's Registration Statement on Form
F-9 (Registration No. 333-104919) under the Securities Act of 1933.
PRINCIPAL DOCUMENTS
-------------------
The following documents have been filed as part of this Annual Report on Form
40-F:
A. ANNUAL INFORMATION FORM
For the Annual Information Form of Canadian Natural Resources Limited ("CNRL")
for the year ended December 31, 2003, see Exhibit 1 of this Annual Report on
Form 40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For CNRL's consolidated audited financial statements for the year ended December
31, 2003 and 2002, including the auditor's report with respect thereto, see
Exhibit 2 of this Annual Report on Form 40-F. For a reconciliation of important
differences between Canadian and United States generally accepted accounting
principles, see Note 16 of the Notes to the Consolidated Financial Statements.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For CNRL's Management's Discussion and Analysis for the year ended December 31,
2003, see Exhibit 3 of this Annual Report on Form 40-F.
D. SUPPLEMENTARY OIL & GAS INFORMATION
For CNRL's Supplementary Oil & Gas Information for the year ended December 31,
2003, see Exhibit 4 of this Annual Report on Form 40-F.
CONTROLS AND PROCEDURES
-----------------------
CNRL maintains disclosure controls and other procedures and internal control
over financial reporting designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms. CNRL's principal executive and financial officers
evaluated the effectiveness of CNRL's disclosure controls and procedures as of
the end of the period covered by this report and concluded that such disclosure
controls and procedures are effective for the purpose for which they were
designed as of the end of such period.
During the fiscal year ended December 31, 2003, there were no changes in CNRL's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, CNRL's internal control over financial
reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
--------------------------------
The Board of Directors of CNRL has named Ms. C.M. Best as an "audit committee
financial expert" serving on its Audit Committee. Ms. C.M. Best is, as are all
members of the Audit Committee of the Board of Directors of CNRL, "independent"
as such term is defined in the New York Stock Exchange Listed Company Manual.
AUDIT COMMITTEE
---------------
CNRL has a separately designated standing audit committee established in
accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
Audit Committee are Messrs. G. D. Giffin, J.S. Palmer, J.T. Grenon and Ms. C.M.
Best. Mr. Giffin chairs the Audit Committee.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------------------------------------
PricewaterhouseCoopers LLP ("PWC") has been the auditors of CNRL since CNRL's
inception. The aggregate amounts billed by PWC for each of the last two fiscal
years for audit fees, audit-related fees, tax fees and all other fees, including
expenses, are set forth below.
AUDIT FEES: The aggregate fees billed for each of the last two fiscal
years of CNRL ending December 31, 2003 and December 31, 2002, for professional
services rendered by PWC for the audit of its annual financial statements or
services that are normally provided by PWC in connection with statutory and
regulatory filings or engagements for those fiscal years are $886,000 and
$848,631, respectively.
AUDIT-RELATED FEES: The aggregate fees billed for each of the last two
fiscal years of CNRL, ending December 31, 2003 and December 31, 2002, for
audit-related services by PWC consisting of regulatory changes consultation
provided in 2003, and a review of financial statements of Rio Alto Exploration
Inc. for the period prior to acquisition by CNRL and an external
intrusion/vulnerability test of CNRL computer and information systems provided
in 2002 were $12,500 and $28,000 respectively. CNRL's Audit Committee approved
all of the noted services.
TAX FEES: The aggregate fees billed for each of the last two fiscal
years of CNRL, ending December 31, 2003 and December 31, 2002, for professional
services rendered by PWC for tax-related services consisting of payroll tax
filing consultation provided in 2003 and consultation on tax matters for foreign
subsidiaries, transfer pricing study and other professional services related to
tax matters provided in 2002 were $11,000 and $69,565, respectively. CNRL's
Audit Committee approved all of the noted services.
ALL OTHER FEES: The aggregate fees billed for each of the last two
fiscal years of CNRL ending December 31, 2003 and December 31, 2002, for other
services, consisting of debt covenant calculations, payroll consultation and
training provided in 2003 and training, and consultation services provided in
2002, were $10,000 and $20,548, respectively. Additional fees of $851,911 were
paid during 2002 to a company, wholly owned by PricewaterhouseCoopers LLP, for
license and maintenance fees of the financial management and information system
used by CNRL. During 2002 PricewaterhouseCoopers LLP sold the financial
management and information system company, to a third party unrelated to
PricewaterhouseCoopers LLP, and PricewaterhouseCoopers LLP no longer provides
these services to CNRL. CNRL's Audit Committee approved all of the noted
services.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES:
The Audit Committee's duties and responsibilities include the review and
approval of fees to be paid to the independent auditors, scope and timing of the
audit and other related services rendered by the independent auditors. The Audit
Committee also reviews and approves the independent auditor's annual audit plan,
including scope, staffing, locations and reliance upon management and internal
audit department prior to the commencement of the audit and reviews and approves
proposed non-audit services to be provided by the independent auditors except
those non-audit services prohibited by legislation.
OFF-BALANCE SHEET ARRANGEMENTS
------------------------------
See page 51 of CNRL's Management's Discussion and Analysis of Financial
Condition and Results of Operations for the fiscal year ended December 31, 2003,
filed herewith, under the caption "Off balance sheet arrangements and financial
instruments."
CONTRACTUAL OBLIGATIONS
-----------------------
CNRL has various commitments primarily related to debt, operating leases and
demand charges on firm transportation agreements. The following table summarizes
CNRL's commitments as at December 31, 2003.
---------------------------------------------------------------------------------------------------------
($ MILLIONS) TOTAL 2004 2005 2006 2007 2008 THEREAFTER
---------------------------------------------------------------------------------------------------------
Natural gas transportation 866 180 169 143 103 77 194
---------------------------------------------------------------------------------------------------------
Crude oil transportation and 236 15 13 13 15 13 167
pipeline
---------------------------------------------------------------------------------------------------------
Offshore equipment operating 890 169 129 75 75 75 367
lease
---------------------------------------------------------------------------------------------------------
Electricity 82 28 27 27 -- -- --
---------------------------------------------------------------------------------------------------------
Office lease 142 20 20 19 17 16 50
---------------------------------------------------------------------------------------------------------
Processing 13 6 5 2 -- -- --
---------------------------------------------------------------------------------------------------------
Preferred securities 103 -- -- -- -- -- 103
---------------------------------------------------------------------------------------------------------
Long-term debt 2,561 184 194 -- 165 40 1,978
---------------------------------------------------------------------------------------------------------
TOTAL 4,893 602 557 279 375 221 2,859
------------------------------------=====================================================================
CODE OF ETHICS
--------------
CNRL has had a long-standing Code of Integrity, Business Ethics and Conduct,
which includes such topics as employment standards, conflict of interest, the
treatment of confidential information and trading in CNRL's shares, to ensure
that CNRL's business is conducted in a consistently legal and ethical manner.
Each director and all employees including each member of senior management and
more specifically the principal executive officers, the principal financial
officer and the principal accounting officer are required to abide by CNRL's
Code of Integrity, Business Ethics and Conduct. The Nominating and Corporate
Governance Committee periodically reviews CNRL's Code of Integrity, Business
Ethics and Conduct to ensure it addresses appropriate topics and complies with
regulatory requirements and recommends any appropriate changes to the Board for
approval.
Any waivers of or amendments to CNRL's Code of Integrity, Business Ethics and
Conduct must be approved by the Board of Directors and will be appropriately
disclosed on CNRL's website at www.cnrl.com. No waivers to CNRL's Code of
Integrity, Business Ethics and Conduct in whole or in part have been asked for
or granted to any Director, senior officer or employee as of the date of this
Annual Report.
DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
----------------------------------------------------------------------
PRESIDING DIRECTOR AT MEETINGS OF NON-MANAGEMENT DIRECTORS
----------------------------------------------------------
CNRL schedules regular executive sessions in which CNRL's "non-management
directors" (as that term is defined in the rules of the New York Stock Exchange)
meet without management participation. Mr. G. D. Giffin serves as the presiding
director (the "Presiding Director") at such sessions.
COMMUNICATION WITH NON-MANAGEMENT DIRECTORS
-------------------------------------------
Shareholders may send communications to CNRL's non-management directors by
writing to the Presiding Director, c/o Bruce E. McGrath, Corporate Secretary,
Canadian Natural Resources Limited, 2500, 855 - 2nd Street S.W., Calgary,
Alberta, T2P 4J8. Communications will be referred to the Presiding Director for
appropriate action. The status of all outstanding concerns addressed to the
Presiding Director will be reported to the board of directors as appropriate.
CORPORATE GOVERNANCE GUIDELINES
-------------------------------
In accordance with Section 303A.09 of the NYSE Listed Company Manual, CNRL has
adopted a set of corporate governance guidelines, which are available in print
at no charge to any shareholder who requests them. Requests for copies of the
corporate governance guidelines should be made by contacting: Bruce E. McGrath,
Corporate Secretary, Canadian Natural Resources Limited, 2500-855 2nd Street,
S.W., Calgary, Alberta, Canada T2P 4J8.
BOARD COMMITTEE CHARTERS
------------------------
The charters of CNRL's Audit Committee, Nominating and Corporate Governance
Committee and Compensation Committee are available in print at no charge to any
shareholder who requests them. Requests for copies of these documents should be
made by contacting: Bruce E. McGrath, Corporate Secretary, Canadian Natural
Resources Limited, 2500-855 2nd Street, S.W., Calgary, Alberta, Canada T2P 4J8.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
UNDERTAKING
CNRL 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.
CONSENT TO SERVICE OF PROCESS
The Company 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.
Any change to the name or address of the agent for service of process of CNRL
shall be communicated promptly to the Commission by an amendment to the Form F-X
referencing the file number of the relevant registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, CNRL 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.
Dated this 23rd day of April, 2004.
CANADIAN NATURAL RESOURCES LIMITED
By: /s/ John G. Langille
---------------------------------------
Name: John G. Langille
Title: President
Documents filed as part of this report:
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1. Annual Information Form for the fiscal year ended December 31, 2003.
2. Consolidated Financial Statements for the fiscal years ended December
31, 2003 and 2002 including U.S. GAAP reconciliation note, together
with the auditors' report thereon.
3. Management's Discussion and Analysis for the fiscal year ended December
31, 2003.
4. Supplementary Oil & Gas Information for the fiscal year ended December
31, 2003.
5. Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14 of the Securities Exchange Act of 1934.
6. Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14 of the Securities Exchange Act of 1934.
7. Certification of Chief Executive Officer pursuant to Rule 13(a)-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
8. Certification of Chief Financial Officer pursuant to Rule 13(a)-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
9. Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
10. Consent of Sproule Associates Limited, independent petroleum
engineering consultants.