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As filed with the Securities and Exchange Commission on May 19, 2004   SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 ___________
 FORM 40-F (Check One) o
    
    Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or þ
    
    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 1-14574 FAIRMONT HOTELS & RESORTS INC.  CANADA
    
    7011
    
    98-0161783(Province or Other
Jurisdiction of
Incorporation or
Organization)
    
    (Primary Standard
Industrial
Classification Code
Number)
    
    (I.R.S. Employer
Identification
Number, if
applicable)
 100 Wellington St., W., Suite 1600, TD Center, Toronto, Ontario, Canada M5K 1B7,
(416) 874-2600
(Address and Telephone Number of Registrants Principal Executive Offices)
 CT Corporation System, 1025 Vermont Avenue, N.W., Washington, D.C. 20005
(800) 955-5219
(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: Common Shares without nominal
or par value
(Title of Each Class)
    
    The New York Stock Exchange
(Name of Each Exchange on which Registered)
 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: None 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, 2003 there were 79,106,277 Common Shares issued and
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 file 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 report(s); and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o




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Information to be Filed on This Form. Exhibit
    
    DescriptionA
    
    2003 Annual Information Form.B
    
    Audited Consolidated Financial Statements, including consolidated
balance sheets as at December 31, 2003 and 2002 and consolidated
statements of income, retained earnings (deficit), and cash flows
for each of the years in the three-year period ended December 31,
2003 (including a reconciliation to US GAAP at Note 21).C
    
    2003 Management Discussion and Analysis.D
    
    Consent of Independent Accountants.E
    
    Certifications Required by Rule 13a-14 of the Securities Exchange
Act of 1934.F
    
    Section 906 certification of William R. Fatt, Chief Executive
Officer and M. Jerry Patava, Chief Executive Officer.
 Disclosure Controls and Procedures Disclosure controls and procedures are defined by the Securities and
Exchange Commission as those controls and procedures that are designed to
ensure that information required to be disclosed in our filings under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms. As of December 31, 2003, an evaluation was carried out under
the supervision of and with the participation of the Companys management,
including the principal executive officer and principal financial officer, of
the effectiveness of the Companys disclosure controls and procedures. Based
on that evaluation, our principal executive officer and principal financial
officer have determined that such disclosure controls and procedures are
effective. Changes in Internal Control Over Financial Reporting During the period covered by this report, there were no changes in internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting. Code of Ethics for Principal Executive Officer and Senior Financial Officers The Company has adopted a Code of Ethics that applies to all employees,
including the Companys principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions. This code is available on the Companys web site at
www.fairmont.com and in print to any shareholder who requests it. All
amendments to the code, and all waivers of the code with respect to any of the
principal executive or financial 2




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officers covered by it, will be posted on the Companys web site and provided
in print to any shareholder who requests them. Audit Committee Identification of Audit Committee The Company has a separately-designated standing audit committee. The
following directors are members of the Audit Committee: Stephen E. Bachand,
Karen M. Rose, John L. Sharpe, L. Peter Sharpe and Robert S. Singer. Each of
these directors has been determined by the board to be independent and
financially literate as those terms are defined by the New York Stock Exchange
for audit committee members. Audit Committee Financial Expert The Companys board of directors has determined that Robert S. Singer meets the
requirements of an audit committee financial expert. Principal Accounting Fees and Services Following is a summary of professional services provided by the Companys
principal auditors, PricewaterhouseCoopers LLP, during the years ended December
31, 2002 and 2003, and the related fees: 2002
    
    2003Audit fees
    
    $
    505,000
    
    
    $
    523,300Audit related fees
    
    
    
    
    
    
    93,700Tax fees
    
    
    1,025,000
    
    
    
    732,500All other fees
    
    
    490,000
    
    
    
    173,800Total
    
    $
    2,020,000
    
    
    $
    1,523,300
 Audit fees Audit fees were for professional services rendered by PricewaterhouseCoopers
LLP for the audit of the annual consolidated financial statements, the review
of quarterly interim financial statements and for the audit of consolidated
financial statements of certain subsidiary corporations. Audit related fees Audit related fees include professional services rendered by
PricewaterhouseCoopers LLP in the following areas: accounting and auditing
consultations and technical research. Tax fees Tax fees include assistance rendered to the Company in connection with various
tax issues in Canada, the United States and internationally. 3




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All other fees Other fees include advice to the Company with respect to the requirements of
the Sarbanes-Oxley Act of 2002, translation services and hospitality advisory
services. Pre-approval Policies and Procedures All services provided by PricewaterhouseCoopers LLP were approved by the Audit
Committee in advance of the services being performed. The Audit Committee has
considered the compatibility of the non-audit services provided by the
Companys principal auditors with auditor independence. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the registrants financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors. Contractual Obligations Reference is made to the table captioned Contractual Obligations included in
the section titled Liquidity in the 2003 Management Discussion and Analysis
attached as an exhibit hereto. 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. Consent to Service of Process The Registrant has previously filed with the Commission a written irrevocable
consent and power of attorney on Form F-X. 4




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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. Date: May 19, 2004
    
    FAIRMONT HOTELS & RESORTS INC.By:
    
    /s/ Terence P. BadourTerence P. Badour
Executive Vice President,
Law and Administration and
Corporate Secretary
 5