40-F 1 eh1300380_40f-2012.htm 2012 FORM 40-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
o 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, 2012 | Commission File Number 001-13184
TECK RESOURCES LIMITED
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English (if applicable)) CANADA
(Province or other jurisdiction of incorporation or organization) 1400
(Primary Standard Industrial Classification Code Number (if applicable)) NOT APPLICABLE
(I.R.S. Employer Identification Number (if applicable)) Suite 3300 - 550 Burrard Street, Vancouver, B.C. V6C 0B3 CANADA (604) 699-4000
(Address and telephone number of Registrant's principal executive offices) CT Corporation System, 111 8th Avenue, 13th Floor, 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
Class B subordinate voting shares | New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

5.375% Notes due 2015 6.125% Notes due 2035 3.15% Notes due 2017 3.850% Notes due 2017 2.500% Notes due 2018 3.000% Notes due 2019 4.500% Notes due 2021 4.75% Notes due 2022 3.750% Notes due 2023 6.000% Notes due 2040 6.25% Notes due 2041 5.200% Notes due 2042 5.400% Notes due 2043 (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 572,913,051 Class B Subordinate Voting Shares outstanding as of December 31, 2012.
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 o | 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes o | No o

Principal Documents
The following documents have been filed as part of this Annual Report on Form 40-F:

| 1. | Annual Information Form of Teck Resources Limited for the year ended December 31, 2012.

| 2. | Audited Consolidated Financial Statements of Teck Resources Limited for the year ended December 31, 2012, including the auditors’ report with respect thereto.

| 3. | Management’s Discussion and Analysis for the year ended December 31, 2012.

Certifications and Disclosure Regarding Controls and Procedures

| (a) | Certifications. See Exhibits 31.1, 31.2, 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, 2012, 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 Registrant’s 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 for the fiscal year ended December 31, 2012, 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 “Independent Auditor’s Report” that accompanies the Registrant’s Consolidated Financial Statements for the fiscal year ended December 31, 2012, filed as part of this Annual Report on Form 40-F.

Notices Pursuant to Regulation BTR
Not applicable.
Audit Committee Financial Expert and Identification of Audit Committee
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 Mayank M. Ashar, Hugh J.

Bolton, Janice G. Rennie, Warren S.R. Seyffert, 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. Mr. Bolton is “independent” as that term is defined by Rule 10A-3 of the Exchange Act and according to the New York Stock Exchange listing standards applicable to both foreign private issuers and domestic U.S. issuers.
Code of Ethics
We have adopted a code of ethics, amended on June 23, 2006, November 18, 2008 and April 23, 2009, 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.teck.com.
There have not been any amendments or waivers, including implicit waivers, from any provision of the code of ethics that occurred during the Registrant’s most recently completed fiscal year.
Principal Accountant Fees and Services
The required disclosure is included in the section entitled “Directors and Officers - Audit Committee Information –Auditor’s Fees” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2012, filed as part of this Annual Report on Form 40-F.
In 2011 and 2012, the Registrant’s audit committee did not approve any audit-related, tax or other services pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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 entitled “Contractual and Other Obligations” in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2012, filed as part of this Annual Report Form 40-F.
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 Forms F-X in connection with the classes of securities in relation to which the obligation to file this report arises.

Dodd-Frank Act Mine Safety and Health Administration Safety Disclosure
Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are required to file reports under the United States Securities Exchange Act of 1934 and that is an operator, or that has a subsidiary that is an operator, of a coal or other mine are required to include in their periodic reports filed with the United States Securities and Exchange Commission certain information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Registrant has reportable information under Section 1503(a) that is presented in Exhibit 95.1 to this report, which is incorporated herein by reference.

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 RESOURCES LIMITED
By (Signature and Title): | /s/ Karen L. Dunfee |
| Karen L. Dunfee
| Corporate Secretary

Date: March 8, 2013

LIST OF EXHIBITS

23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants

23.2 | Consent of Rodrigo Marinho, P. Geo.

23.3 | Consent of Marco Maulen, AIMM(CP)

23.4 | Consent of Don Mills, P. Geol.

23.5 | Consent of Eric Jensen, P.Eng.

23.6 | Consent of Sproule Unconventional Limited

23.7 | Consent of GLJ Petroleum Consultants Ltd.

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

95.1 | Mandated mine safety and other regulatory matters
99.1 | Annual Information Form for the fiscal year ended December 31, 2012

99.2 | Consolidated Financial Statements for the fiscal year ended December 31, 2012, including the auditors’ report with respect thereto

99.3 | Management’s Discussion and Analysis for the year ended December 31, 2012