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, 2004 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.
268,180,123 Common Shares outstanding as of December 31, 2004 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, 2004, 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, 2004 and 2003, 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 17 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, 2004, 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, 2004, see Exhibit 4 of this Annual Report on Form 40-F. Controls and Procedures As of the end of the registrant's fiscal year ended December 31, 2004, an evaluation of the effectiveness of CNRL's "disclosure controls and procedures" (as such term is defined in Rules 13a-15(c) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") was carried out by CNRL's principal executive officer and principal financial officer. Based upon the evaluation, CNRL's principle executive officer and principal financial officer have concluded that as of the end of the fiscal year, CNRL'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 applicable 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 CNRL's principal executive officer and principal financial officer believe that CNRL's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect the CNRL'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. 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, D. A. Tuer and Ms. C.M. Best who chairs the Audit Committee.
Audit Committee Financial Expert The Board of Directors of CNRL has determined that Ms. C.M. Best qualifies 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. 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, 2004 and December 31, 2003, for professional services rendered by PWC for the audit of its annual financial statements in connection with statutory and regulatory filings or engagements for those fiscal years, reviews of the first, second and third quarter Consolidated Financial Statements and annual audits of CNRL's subsidiary financial statements are $1,100,548 and $886,000, respectively. Audit-Related Fees: The aggregate fees billed for each of the last two fiscal years of CNRL, ending December 31, 2004 and December 31, 2003, for audit-related services by PWC consisting of regulatory changes consultation provided in 2004 including Sarbanes-Oxley Section 404 consultation, debt covenant compliance and Crown Royalty Statement audit were $183,663 and $12,500 respectively. CNRL's Audit Committee approved all of these audit-related services. Tax Fees: The aggregate fees billed for each of the last two fiscal years of CNRL, ending December 31, 2004 and December 31, 2003, for professional services rendered by PWC for tax-related services consisting of payroll tax filing consultation provided in 2004 and consultation on tax matters for foreign subsidiaries, transfer pricing study and other professional services related to tax matters provided in 2003 were $39,330 and $11,000, respectively. CNRL's Audit Committee approved all of these tax-related services. All Other Fees: No other services were provided in the last fiscal year ending December 31, 2004. Fees for other services, payroll consultation and training provided in 2003 were $10,000. CNRL's Audit Committee approved all of the noted services. Audit Committee Pre-Approval Policies and Procedures: The Audit Committee's duties and responsibilities include the review and approval of fees to be paid to the independent auditors, scope and timing of the audit and other related services rendered by the independent auditors. The Audit Committee also reviews and approves the independent auditor's annual audit plan, including scope, staffing, locations and reliance upon management and internal audit department prior to the commencement of the audit and reviews and approves proposed non-audit services to be provided by the independent auditors except those non-audit services prohibited by legislation. Off-balance Sheet Arrangements CNRL does not have any off-balance sheet arrangements that have or are reasonably likely to have an effect on its results of operations or financial condition. See page 57 of CNRL's Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2004, filed herewith, under the caption "Committments and off balance sheet arrangements".
Contractual Obligations CNRL has various commitments primarily related to debt, operating leases and demand charges on firm transportation agreements. The following table summarizes CNRL's commitments as at December 31, 2004. <TABLE> <CAPTION> - --------------------------------------------------------------------------------------------- ($ millions) Total 2005 2006 2007 2008 2009 Thereafter - --------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Natural gas transportation 724 194 147 100 78 37 168 - --------------------------------------------------------------------------------------------- Crude oil transportation and pipeline 210 11 9 11 12 13 154 - --------------------------------------------------------------------------------------------- Offshore equipment operating lease 486 110 48 48 48 48 184 - --------------------------------------------------------------------------------------------- Baobab Project 99 99 -- -- -- -- -- - --------------------------------------------------------------------------------------------- Offshore drilling and other 133 125 8 -- -- -- -- - --------------------------------------------------------------------------------------------- Electricity 129 26 28 20 13 8 34 - --------------------------------------------------------------------------------------------- Office lease 141 21 21 22 23 24 30 - --------------------------------------------------------------------------------------------- Processing 7 5 2 -- -- -- -- - --------------------------------------------------------------------------------------------- Horizon Project 99 99 -- -- -- -- -- - --------------------------------------------------------------------------------------------- Long-term debt 3,175 194 -- 162 37 69 2,713 - --------------------------------------------------------------------------------------------- Total 5,203 884 263 363 211 199 3,283 ============================================================================================= </TABLE> Code of Ethics CNRL has had a long-standing Code of Integrity, Business Ethics and Conduct, which covers 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 executive sessions at each regularly scheduled Board of Directors meeting 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 30th day of March, 2005. 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, 2004. 2. Consolidated Financial Statements for the fiscal years ended December 31, 2004 and 2003 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, 2004. 4. Supplementary Oil & Gas Information for the fiscal year ended December 31, 2004. 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. 11. Consent of Ryder Scott Company, independent petroleum engineering consultants. 12. Consent of Gilbert Laustsen Jung Associates Ltd., independent petroleum engineering consultants.