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, 2002 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, CANADA M5H 3Y2 (416) 365-5123
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(Address and telephone number of Registrant's principal executive offices)
PARR WADDOUPS BROWN GEE & LOVELESS, 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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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, 2002, THERE WERE 136,172,376 SHARES OF COMMON STOCK OUTSTANDING.
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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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This annual report on Form 40-F, including the exhibits hereto, is
specifically incorporated by reference into Kinross Gold Corporation's
registration statement on Form F-10, Registration No. 333-102660, filed January
22, 2003, as amended January 29, 2003.
NOTE FOR U.S. READERS ON CANADA/U.S. REPORTING DIFFERENCES
Pursuant to the requirements of Form 40-F, Kinross' Annual Information Form
dated May 20, 2003, is hereby filed under cover of this form. In addition, the
audited consolidated financial statements and notes thereto for the three years
ended December 31, 2002, together with the accompanying Management's Discussion
and Analysis of Financial Condition and Results of Operation, are filed
herewith. See Note 21 to the audited consolidated financial statements for a
reconciliation of the financial statements to U.S. GAAP as required by Item 17
of Form 20-F. The formation of Kinross on May 31, 1993, qualifies under
International Accounting Standard No. 22 (IAS 22), business combinations, as a
uniting of interests and thereby has been accounted for as a pooling of
interests. For purposes of reconciliation to U.S. GAAP, the accounting complies
with Item 17 of Form 20-F and is different than that required by 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 1 to Kinross' consolidated financial statements. Our report to
the shareholders dated March 3, 2003, except as to Note 23 (b), which is as of
March 26, 2003, 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.
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.
CONTROLS AND PROCEDURES
A. EVALUATION
Based on their evaluation as of a date within 90 days of the filing date of
this report, Kinross' Chief Executive Officer and Chief Financial Officer have
concluded that Kinross' disclosure controls and procedures as defined in Rule
13(a)-14(c) and 15(d)-14(c) under the Exchange Act are effective to ensure that
information required to be disclosed by Kinross in reports that it files or
submits under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
B. CHANGES IN INTERNAL CONTROLS
Since the date of the evaluation, there have not been any significant
changes in the internal controls or in other factors that could significantly
affect the internal controls, and there were not any significant deficiencies or
material weaknesses. As a result, no corrective actions were required or
undertaken.
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
Dated: May 20, 2003 By /s/ Brian W. Penny
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Brian W. Penny
Chief Financial Officer
CERTIFICATION PURSUANT TO RULE 13A-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002
I, Robert M. Buchan certify that:
1. I have reviewed this annual report on Form 40-F of Kinross Gold
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
or registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
May 20, 2003 /s/ Robert M. Buchan
(Date) ----------------------------------------------
Robert M. Buchan (principal executive officer)
CERTIFICATION PURSUANT TO RULE 13A-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002
I, Brian W. Penny, certify that:
1. I have reviewed this annual report on Form 40-F of Kinross Gold
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
or registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
May 20, 2003 /s/ Brian W. Penny
(Date) ------------------------------------
Brian W. Penny
Chief Financial Officer (principal
financial and accounting officer)
EXHIBIT INDEX
Exhibit Description
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99.1 Annual Information Form for Kinross Gold Corporation dated
May 8, 2003
99.2 Unaudited Pro Forma Consolidated Financial Statements for
Kinross Gold Corporation, Appendix A to the Annual Information
Form included in Exhibit 99.1
99.3 Audited Consolidated Financial Statements of TVX Gold Inc.,
Appendix B to the Annual Information Form included in
Exhibit 99.1
99.4 Audited Consolidated Financial Statements of Echo Bay Mines
Ltd., Appendix C to the Annual Information Form included in
Exhibit 99.1
99.5 Annual Report of Kinross Gold Corporation for the year ended
December 31, 2002, including the Audited Consolidated
Financial Statements and Management's Discussion and Analysis
of Kinross Gold Corporation
99.6 Management Information Circular and Shareholder Proxy
Materials dated May 8, 2003
99.7 Consent of Deloitte & Touche LLP, independent chartered
accountants for Kinross Gold Corporation
99.8 Consent of PriceWaterhouseCoopers, LLP, independent chartered
accountants for TVX Gold Inc.
99.9 Consent of Ernst & Young LLP, independent chartered
accountants for Echo Bay Mines Ltd.
99.10 Consent of Steffen Robertson and Kirsten (Canada) Inc.
regarding Crixas Mine, Brazil
99.11 Consent of Victor J. Miller, P.E. regarding Fort Knox Mine,
Alaska
99.12 Consent of Dean T. Wilton P.G. regarding Fort Knox Mine,
Alaska
99.13 Consent of Scott Anderson regarding the Kubaka Mine, Russia
99.14 Consent of AMEC E&C Services Limited regarding La Coipa Mine,
Chile
99.15 Consent of Steffen Robertson and Kirsten (Canada) Inc.
regarding Morro do Ouro, Brazil
99.16 Consent of AMEC E&C Services Limited regarding Musselwhite
Mine Operations
99.17 Consent of Steffen Robertson and Kirsten (Canada) Inc.
regarding Porcupine Joint Venture
99.18 Consent of Frank K. Fenne, P.G. regarding Round Mountain Mine,
Nevada
99.19 Consent of Daniel B. Moore regarding Round Mountain Mine,
Nevada
99.20 Certification of the Principal Executive Officer pursuant to
18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act
of 2002)
99.21 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of
2002)