UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[Check one]
[ ] 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, 2004 Commission File Number 0-10321
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KINROSS GOLD CORPORATION
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(Exact name of Registrant as specified in its charter)
N/A
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(Translation of Registrant's name into English (if applicable))
PROVINCE OF ONTARIO, CANADA
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(Province or other jurisdiction of incorporation or organization)
1041
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(Primary Standard Industrial Classification Code Number (if applicable))
650430083
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(I.R.S. Employer Identification Number (if applicable))
52ND FLOOR, SCOTIA PLAZA, 40 KING STREET WEST, TORONTO, ONTARIO,
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CANADA M5H 3Y2 (416) 365-5123
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(Address and telephone number of Registrant's principal executive offices)
SCOTT W. LOVELESS, PARR WADDOUPS BROWN GEE & LOVELESS,
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185 SOUTH STATE STREET, SUITE 1300, SALT LAKE CITY, UTAH 84111-1537
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(801) 532-7840
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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
COMMON SHARES, NO PAR VALUE NEW YORK STOCK EXCHANGE
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TORONTO STOCK EXCHANGE
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
NONE
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
COMMON SHARES, NO PAR VALUE
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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.
AS OF DECEMBER 31, 2004, THERE WERE 345,066,324 COMMON SHARES, 311,933
PREFERRED SHARES AND WARRANTS TO ACQUIRE UP TO 8,333,333
COMMON SHARES OUTSTANDING.
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 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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NOTE FOR U.S. READERS ON CANADA/U.S. REPORTING DIFFERENCES
Pursuant to the requirements of Form 40-F, Kinross' Annual Information
Form dated February 10, 2006 and Management's Discussion and Analysis of
Financial Condition and Results of Operation, which includes the audited
consolidated financial statements and notes thereto as of December 31, 2004 and
2003 and for the three years ended December 31, 2004, are hereby filed under
cover of this form. See Note 22 to the audited consolidated financial statements
for a reconciliation of the financial statements to U.S. GAAP.
Readers should note that in the United States, reporting standards for
auditors require the addition of an explanatory paragraph (following the opinion
paragraph) when there are changes in accounting principles that have a material
effect on the comparability of the financial statements, such as the changes
described in Note 5 to Kinross' consolidated financial statements. The report of
Deloitte & Touche LLP to the shareholders dated November 18, 2005 except as to
Notes 2 and 25(f) which are as of February 8, 2006 is expressed in accordance
with Canadian reporting standards, which do not require a reference to such
changes in accounting principles in the auditors' report when the changes are
properly accounted for and adequately disclosed in the financial statements.
CONTROLS AND PROCEDURES
As required by Rule 13a-15(b) under the Exchange Act, we have conducted
an evaluation, under the supervision and with the participation of our
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2004, the end of the period covered
by this annual report on Form 40-F. Disclosure controls and procedures are to be
designed to reasonably assure that material information we must disclose in our
reports filed or submitted under the Securities Exchange Act of 1934, such as
this annual report on Form 40-F, is (i) recorded, processed, summarized and
reported on a timely basis and (ii) accumulated and communicated to our
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding disclosure. This assessment
has taken into account the restatement of our financial statements for the
fiscal year ended December 31, 2004. In addition, we have assessed the impact of
the restatement of our financial statements for the fiscal year ended December
31, 2003 on our disclosure controls and procedures as of December 31, 2003.
As a result of those evaluations, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures
were not effective as of both December 31, 2004 and December 31, 2003, due to a
material weakness in our disclosure controls and procedures, which is described
below.
In connection with our proposed acquisition of Crown Resources
Corporation, we filed a registration statement with the U.S. Securities and
Exchange Commission. During the course of the review of the registration
statement, questions were raised as to whether the acquisition of TVX and Echo
Bay had been reflected in our consolidated financial statements in accordance
with the requirements of U.S. generally accepted accounting principles.
Subsequent to discussions with and comments from regulatory agencies and our
further review of applicable accounting guidance, we concluded that a
restatement of our consolidated financial statements for the years ended
December 31, 2003 and the interim periods for both 2003 and 2004 was required.
During the preparation of our interim financial statements for 2005 we
discovered an error in our restated financial statements for 2003 and 2004 filed
on November 30, 2005 related to the impact of foreign currency exchange rates on
future tax liabilities resulting from the acquisition of TVX Gold and Echo Bay
in January 2003. We have concluded that, as of December 31, 2003 and 2004, we
had inadequate controls over the accounting for acquisitions,
including the impact of foreign currency exchange rates on future tax
liabilities resulting from acquisitions, particularly because the controls did
not require, in appropriate circumstances, the services of independent and
specialized valuation, financial and accounting expertise in connection with the
allocation of the purchase price or the assessment of the value of goodwill.
While management is not currently required to report on its assessment
of the effectiveness of our internal controls over financial reporting
(Sarbanes-Oxley Section 404) and we have not completed our comprehensive review
of such controls, we nevertheless have discovered significant deficiencies in
other non-related areas. These deficiencies where found in the following areas:
o Our ability to consistently record and reconcile information in a timely
manner
o Inconsistent inventory tracking and procedures at different operating
locations
o Inadequate segregation of duties in particular areas
o Adequacy of staffing in certain areas and in the training and experience
of personnel
o Inadequate documentation of accounting policies and procedures
o Inadequate processes and procedures in our financial statement review
procedures
o Deficiencies in certain areas of our information technology systems
SIGNIFICANT CHANGES IN INTERNAL CONTROLS
Subsequent to December 31, 2004, management has taken steps towards
addressing the material weakness in disclosure controls and procedures and
significant deficiencies in internal control over financial reporting that are
identified above.
Specifically, with respect to the controls relating to the allocation of
the purchase price in acquisitions and the evaluation of the value of acquired
assets, the Company now requires that an independent specialized third party
advisor review, such as in the form of an independent valuation report and
related accounting expertise, be obtained in connection with any complex and
material acquisition to ensure that management's estimates and assumptions are
based on the best information available. Such an independent valuation was
required of the assets acquired in the TVX and Echo Bay transactions in
connection with the restatement of the financial statements.
With respect to the other deficiencies described above, management has
taken various steps, including the establishment of an internal audit function
in 2004, retaining new accounting and auditing employees in both 2004 and 2005,
instituting a plan to update our accounting policies and procedures in 2005 and
beginning the process to upgrade our existing information systems in 2005.
Other than as discussed above, there were no significant changes to our
system of internal control over financial reporting or in other areas during the
year ended December 31, 2004 or 2003 or since that time that could significantly
affect our internal control over financial reporting.
AUDIT COMMITTEE
Kinross has an audit committee, comprised of three individuals, John A.
Brough, chairman, John M.H. Huxley and Terence Reid. Each of the members of the
audit committee is independent as that term is defined in the listing standards
of the New York Stock Exchange. The board of directors has determined that Mr.
Brough is the audit committee financial expert. The Securities and Exchange
Commission has indicated that the designation of a person as an audit committee
financial expert does not make such person an "expert" for any purpose, impose
any duties, obligations or liabilities on such person
that are greater than those imposed on members of the audit committee and board
of directors who do not carry this designation or affect the duties, obligations
or liability of any other member of the audit committee or board of directors.
CODE OF ETHICS
Kinross has a Code of Business Conduct and Ethics that applies to all
directors, officers and employees. The Code of Business Conduct and Ethics may
be viewed at the Company's website at WWW.KINROSS.COM under Corporate -
Governance. The Company has not granted any waivers under its Code of Business
Conduct and Ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company paid the following fees to Deloitte & Touche LLP during the
last two fiscal years:
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2004 2003
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Audit Fees CDN $2,918,705 CDN $1,150,000
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Audit-Related Fees CDN $1,410,605 CDN $1,533,321
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Tax Fees CDN $1,017,843 CDN $592,541
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All Other Fees CDN --- ---
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Audit-related fees include fees related to the preparation of
prospectuses and registration statements and consultations regarding financial
accounting and reporting standards. Tax fees were for tax compliance and
advisory services. "All Other Fees" includes amounts for products and services
other than those set forth under the separate headings above.
The audit committee is required to approve all services provided by the
Company's principal auditor. All audit services, audit related services, tax
services, and other services provided for the year ended December 31, 2004 were
pre-approved by the audit committee which concluded that the provision of such
services by Deloitte & Touche LLP was compatible with the maintenance of that
firm's independence in the conduct of its auditing functions.
OFF-BALANCE SHEET ARRANGEMENTS
The off-balance sheet arrangements of the Company are disclosed in
Kinross' Management's Discussion and Analysis of Financial Condition and Results
of Operations - Risk Analysis -Disclosures About Market Risks and Note 9,
"Financial Instruments", and Note 24 "Commitments and Contingencies" to Kinross'
audited consolidated financial statements for the year ended December 31, 2004
filed as an exhibit to this report on 40-F and incorporated herein by this
reference.
CONTRACTUAL OBLIGATIONS
The contractual obligations of the Company are disclosed in Kinross'
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Liquidity Outlook - Contractual
obligations and commitments," filed as an exhibit to this 40-F and incorporated
herein by this reference.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This report on 40-F contains "forward-looking statements."
Forward-looking statement include, but are not limited to, statements with
respect to the future price of gold and silver, the estimation of mineral
reserves and resources and other mineralized ore, the realization of mineral
reserve and resource estimates, the timing and amount of estimated future
production, costs of production, expected capital expenditures, costs and timing
of the development of new deposits, success of exploration activities,
permitting time lines, currency fluctuations, requirements for additional
capital, government regulation of mining operations, environmental risks,
unanticipated reclamation expenses, title disputes or claims and limitations on
insurance coverage. In certain cases, forward-looking statements can be
identified by the use of words such as "plans," "expects," or "does not expect,"
"is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "
anticipates," or "does not anticipate," "or believes," or variations of such
words and phrases or statements that certain actions, events or results "may,"
"could," "would," "might," or "will be taken," "occur," or "be achieved."
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Kinross to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In addition
to the factors Kinross currently believes to be material, which are identified
in the Annual Information Form under the caption "Risk Factors" filed as an
exhibit to this report on 40-F and incorporated herein by this reference, other
factors not currently viewed as material could cause actual results to differ
materially from those described in the forward-looking statements. In addition,
known or unknown risks could have a greater or different effect than currently
expected which could cause actions, events or results not to be accurate, as
actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements which speak only as the date of this 40-F. Kinross
does not undertake any obligation to update or revise these forward-looking
statements.
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.
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.
KINROSS GOLD CORPORATION
February 16, 2006 By /S/ Lars-Eric Johansson
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Lars-Eric Johansson
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Annual Information Form for Kinross Gold Corporation dated
February 10, 2006.
99.2 Kinross Gold Corporation Management's Discussion and Analysis,
including the audited consolidated financial statements for the
three years ended December 31, 2004
99.3 Consent of Deloitte & Touche LLP, independent registered
accounting firm for Kinross Gold Corporation
99.4 Consent of Rod Cooper
99.5 Certification of the Principal Executive Officer pursuant to 18
U.S.C. Section 1350 (Section 302 of the Sarbanes-Oxley Act of
2002)
99.6 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 (Section 302 of the Sarbanes-Oxley Act of 2002)
99.7 Certification of the Principal Executive Officer pursuant to 18
U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of
2002)
99.8 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)