UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2002
HOMESTAKE MINING COMPANY
SAVINGS PLAN
(Full title of Plan)
BARRICK GOLD CORPORATION
(Issuer of Securities Held Pursuant to the Plan)
BCE Place, TD Canada Trust tower
Suite 3700, 161 Bay Street
Toronto, Canada M5J 2S1
(Address of principal executive offices)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
HOMESTAKE MINING COMPANY
SAVINGS PLAN
By: /s/ JEFF SWINOGA
--------------------------------------------
Name: Jeff Swinoga
Title: Director, Treasury Finance
July 15, 2003
Item 1. Financial Statements and Exhibits
a. Financial Statements for the two years ended December 31, 2002
and 2001 and Supplemental Schedule as of and for the year
ended December 31, 2002 and Report of Independent Accountants
b. Exhibit No. 23
Consent of PricewaterhouseCoopers LLP
Homestake Mining Company Saving Plan
Financial Statements As of December 31, 2002 and 2001
and for the year ended December 31, 2002
HOMESTAKE MINING COMPANY
SAVINGS PLAN
Financial Statements
DECEMBER 31, 2002 AND 2001
(expressed in U.S. dollars)
HOMESTAKE MINING COMPANY SAVINGS PLAN
TABLE OF CONTENTS
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Pages
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Report of Independent Auditors 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
Supplemental Schedule
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes 12
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REPORT OF INDEPENDENT AUDITORS
TO THE PARTICIPANTS AND ADMINISTRATOR OF
HOMESTAKE MINING COMPANY SAVINGS PLAN
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of HOMESTAKE MINING COMPANY SAVINGS PLAN (the plan) at December 31, 2002 and
2001, and the changes in net assets available for benefits for the year ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the plan's administrator; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the plan's
administrator. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As further discussed in note 3 to the financial statements, the Benefits
Committee of the Homestake Mining Company, the plan's sponsor, voted on
September 26, 2002 to terminate the plan.
/s/ PricewaterhouseCoopers LLP
July 11, 2003
New York, NY
(1)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Statements of Net Assets Available for Benefits
AT DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in U.S. dollars)
2002 2001
------ ------
$ $
ASSETS
INVESTMENTS (note 6)
Mutual funds 10,423 28,205
Common/collective trusts 9,466 15,157
Barrick Gold Corporation Stock Fund 3,450 9,096
Personal Choice Retirement Accounts 433 1,148
Participant loans receivable 206 1,049
------ ------
23,978 54,655
LIABILITIES
TERMINATION BENEFITS PAYABLE (note 3) 14,579 --
------ ------
NET ASSETS AVAILABLE FOR BENEFITS 9,399 54,655
====== ======
The accompanying notes are an integral part of these financial statements.
(2)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
FOR THE YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------
(expressed in U.S. dollars)
$
-------
INVESTMENT INCOME (LOSS)
Interest and dividends 572
Participant loan interest 53
Net depreciation in fair value of investments (3,678)
-------
(3,053)
-------
CONTRIBUTIONS
Employer - in stock and in cash 646
Participants - in cash 946
-------
1,592
-------
BENEFITS PAID TO PARTICIPANTS (34,796)
-------
PLAN TRANSFERS (8,999)
-------
NET DECREASE (45,256)
NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 54,655
-------
NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR 9,399
=======
The accompanying notes are an integral part of these financial statements.
(3)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
1 DESCRIPTION OF PLAN
The following description of the Homestake Mining Company Savings Plan (the
plan) provides only general information. Participants should refer to the
full plan document for a more complete description of the plan's
provisions.
On December 14, 2001, Barrick Gold Corporation (Barrick) completed its
acquisition of Homestake Mining Company (Homestake). Barrick and Homestake
are collectively referred to as "the employer". Under the terms of the
merger agreement, each share of Homestake common stock was converted into
0.53 Barrick common shares and Homestake became a wholly owned subsidiary
of Barrick.
Barrick assumed sponsorship of the Plan as the successor to Homestake.
GENERAL
The plan is a contributory defined contribution profit sharing plan
(designed to be qualified under Internal Revenue Code (the Code) Sections
401(a) and 401(k)), covering the following Homestake employees who have
completed three months of service: all full-time salaried employees in the
United States and certain other locations, all hourly employees in the
United States who are not covered by collective bargaining agreements, as
well as all temporary employees in the United States who have completed one
year of service, and employees of the Pinson Mine operated by Homestake.
The plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
The plan is administered by Barrick. Charles Schwab Retirement Plan
Services, Inc. is the plan's recordkeeper and investment adviser and
Charles Schwab Trust Company is the trustee.
The Barrick Gold Corporation Stock Fund consists of shares invested in
Barrick Gold Corporation and cash and is commonly known as a unitized stock
fund. On December 14, 2001, the Barrick Gold Corporation Stock Fund was
frozen and no new monies from any sources may be added.
ELIGIBILITY
All employees are eligible to join the plan, except employees covered by a
collective bargaining agreement, leased employees and non-U.S.
citizens/non-residents.
CONTRIBUTIONS
Participation is voluntary. Participants may make after-tax contributions
of between 1% and 15% (between 1% and 14% pre-tax) of compensation subject
to the Code limitations. Participants' contributions not exceeding 6% of
wages or salary are matched 100% by Barrick. Participants may make a
rollover contribution to the plan of amounts previously contributed to
another qualified plan. Rollover contributions are not matched.
Each participant may cause some or all of his or her current or cumulative
contributions, including any amounts contributed by Homestake or Barrick to
match contributions, to be invested in one or more of the investments made
available through the plan.
(4)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
Effective January 1998, Homestake's matching contributions formerly made in
cash could be made in Homestake common stock or cash at the discretion of
Homestake's board of directors. All matching contributions, through
November 2001, were made in Homestake common stock. Effective December
2001, all employer matching contributions were made in cash.
PARTICIPANT ACCOUNTS
A separate account is maintained for each participant. Each participant's
account is directly credited with the participant contributions, rollover
deposits and the employer matching contributions. Net earnings from each
investment fund, including appreciation (depreciation) in fair value, are
allocated to each participant's account based on the ratio which the
participant's account balance in that investment fund bears to the total of
all participants' account balances in that investment fund.
VESTING
Participant contributions, rollover deposits and any income (loss) thereon
are fully vested at all times. The employer's matching contributions and
any income (loss) thereon are vested 60% after three years of service, 80%
after four years of service and 100% after five years of service, on
attainment of age 65 or on the occurrence of death or disability.
Effective December 14, 2001, the account of any participant who was an
employee on or after the acquisition of Homestake by Barrick and who was
terminated involuntarily from employment as a result of the acquisition or
retires on or after his or her normal retirement date was fully vested.
Effective August 1, 2000, any Ruby Hill Mine participant whose employment
was terminated after May 1, 2000 and whose vesting percentage was less than
100% was accelerated to 100% upon termination.
Effective October 1, 2001 and in connection with the planned closure of the
Homestake Mine, the plan was amended to vest Homestake Mine participants
who were not yet fully vested.
FORFEITURES
Forfeitures of the employer matching contributions can be utilized to pay
plan fees and expenses, to offset the employer's matching contributions or
can be allocated to participants based on the ratio of the employers
contributions received by a participant during the year to the total
employer contributions made during the year. In addition, forfeitures can
also be used to restore participant accounts in the event that a
participant has not incurred a break in service, which is defined by the
plan as an absence in employment of up to six years. For 2002, there were
no forfeitures to allocate.
(5)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
PAYMENT OF BENEFITS
The plan permits withdrawal of after-tax contributions. The plan permits
withdrawal of pre-tax contributions upon:
o termination of employment;
o attainment of age 59 1/2;
o death (with vested account balance paid to designated beneficiary);
and
o hardship.
The plan permits withdrawal of vested Homestake matching contributions made
prior to January 1, 1994; however, the right of any participant who makes
such a withdrawal to continue receiving matching contributions is suspended
for 12 months.
A distribution of benefits can be made at the election of the participant
in the form of a single lump sum cash payment, partial payment made in a
lump sum with the remainder paid later or in periodic instalments.
PARTICIPANT LOANS
Participants may borrow from their vested accounts between $1,000 and
$50,000 but not more than 50% of the value of such accounts. The loan term
cannot exceed five years unless the loan is for the purchase of a principal
residence, in which case, it cannot exceed ten years. These loans bear
interest at the prime rate plus 1% at the time of loan origination. Loans
are collateralized by the borrower's vested accounts in the plan and
repayments are made through payroll deductions on at least a monthly basis.
ADMINISTRATIVE EXPENSES
Certain costs associated with administering the plan are paid directly by
Barrick.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the plan are prepared under the accrual basis
of accounting in accordance with accounting principles generally accepted
in the United States of America.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits at the date of the financial
statements and the reported amounts of the changes in net assets available
for benefits during the reporting period. Actual results could differ from
those estimates.
(6)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
INVESTMENT VALUATION AND INCOME RECOGNITION
Shares, units in investment funds or unitized stock funds and investments
in the Schwab Personal Choice Retirement Account (PCRA) are valued at
quoted market prices, representing the net asset value of the shares or
units held by the plan at year-end.
Participant loans receivable are valued at estimated fair value consisting
of outstanding principal and any related accrued interest.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
WITHDRAWALS
Withdrawals of securities from the Barrick Gold Corporation Stock Fund may
be made in cash, common stock or both, and are reported at fair value.
Withdrawals from all other funds, including the PCRA, are made in cash.
Effective February 2002, withdrawals from any fund can be made in cash, in
kind or both, and are reported at fair value.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in fair value of investments,
consisting of realized gains (losses) and the unrealized appreciation
(depreciation) on those investments.
RISKS AND UNCERTAINTIES
Plan assets are invested in common/collective trusts, mutual funds, and
other investment securities. Investments are exposed to various risks, such
as interest rate, market and credit. Due to the level of risk associated
with certain investments and the level of uncertainty related to changes in
the value of such investments, it is possible that changes in the value of
one or more of such investments in the near term could materially affect
participants' account balances, the amounts reported in the statements of
net assets available for benefits and the statement of changes in net
assets available for benefits.
A significant portion of the plan's assets is invested in the Barrick Gold
Corporation Stock Fund and is, therefore, subject to fluctuations in the
fair value of such stock, which is, in turn, impacted by the market price
of gold.
3 PLAN TERMINATION
As of the last payroll date coincident with or prior to December 31, 2002,
the plan was terminated in accordance with a vote held by the Benefits
Committee of the Homestake Mining Company, the plan's sponsor, on September
26, 2002 to terminate the plan. All participants were fully vested. Active
employees' account balances were transferred to the Barrick Goldstrike
Mines, Inc. Savings Plan. Inactive participants were advised of the need to
take distributions from the plan during 2003.
(7)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
4 PLAN'S TAX STATUS
The plan obtained its latest determination letter in April 2001, in which
the Internal Revenue Service stated that the plan, as then designed, was in
compliance with Sections 401(a) and 401(k) of the Code. This determination
is subject to the adoption of proposed amendments by the plan. However, the
plan administrator believes that the plan is currently designed and being
operated in compliance with the applicable requirements of the Code.
Therefore, no provision for income taxes has been included in the plan's
financial statements.
5 RELATED PARTY TRANSACTIONS
Certain plan investments are units in investment funds managed by the
trustee. Therefore, these transactions are transactions with
parties-in-interest. These transactions are exempt from prohibited
transaction rules as defined by the ERISA. Total purchases and sales under
these transactions were $12,358,899 and $33,205,088, respectively.
6 INVESTMENTS
Investments at December 31, 2002 and 2001 are comprised of the following:
2002
-------------------------------------
VALUE FAIR
NUMBER PER UNIT VALUE
OF UNITS $ $
-------- -------- -------
(in thousands)
Mutual funds at fair value
Schwab MarketTrack Balanced Fund 84,743 11.91 1,009
Schwab MarketTrack Conservative Fund 57,881 11.38 659
Schwab MarketTrack Growth Fund 64,063 11.96 766
Schwab S&P 500 Select Fund * 282,293 13.56 3,828
Invesco Total Return Fund * 89,474 20.90 1,870
Safeco Growth Fund 15,189 17.19 261
Scudder Growth & Income Fund 39,445 15.98 630
Templeton Institutional Foreign Equity Fund 36,151 12.13 439
PIMCO Total Return Institutional Fund 90,056 10.67 961
-------
10,423
Common/collective trusts at fair value
Schwab Stable Value Select * 662,976 14.28 9,466
Barrick Gold Corporation Stock Fund * 383,618 8.99 3,450
Schwab Personal Choice Retirement Accounts 433
Participant loans, at estimated fair value, bearing
interest at rates ranging from 5.8% to 10.5% 206
-------
23,978
=======
-----------------
* Represents 5% or more of the assets available for benefits
(8)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
2001
-------------------------------------
VALUE FAIR
NUMBER PER UNIT VALUE
OF UNITS $ $
-------- -------- -------
(in thousands)
Mutual funds at fair value
Schwab MarketTrack Balanced Fund 169,656 13.53 2,296
Schwab MarketTrack Conservative Fund 88,217 12.21 1,077
Schwab MarketTrack Growth Fund 138,473 14.03 1,943
Schwab S&P 500 Select Fund * 617,749 17.71 10,940
Invesco Total Return Fund * 170,782 25.01 4,271
Safeco Growth Fund 69,128 27.25 1,884
Scudder Growth & Income Fund 82,505 21.06 1,738
Templeton Institutional Foreign Equity Fund 78,249 14.47 1,132
PIMCO Total Return Institutional Fund * 279,541 10.46 2,924
-------
28,205
Common/collective trusts at fair value
Schwab Stable Value Select * 1,114,687 13.60 15,157
Barrick Gold Corporation Stock Fund 992,727 9.16 9,096
Schwab Personal Choice Retirement Accounts 1,148
Participant loans, at estimated fair value, bearing
interest at rates ranging from 6.5% to 10.5% 1,049
-------
54,655
=======
-----------------
* Represents 5% or more of the assets available for benefits
All earnings on the investment funds are credited to each fund daily. These
earnings include interest, dividends, and net appreciation (depreciation) in
fair value of investments.
The Schwab MarketTrack group of funds are hybrid funds that invest in stocks,
bonds and cash. The Schwab MarketTrack Conservative Fund seeks income and more
growth potential than an all bond fund. The Schwab MarketTrack Balanced Fund
seeks to provide maximum total returns including both capital growth and income.
The Schwab MarketTrack Growth Fund seeks high capital growth with less
volatility than an all stock portfolio.
The Schwab S&P 500 Select Fund invests in substantially the same stocks in the
same percentage weightings as the Standard & Poor's 500 Composite Stock Price
Index, seeking to approximate as closely as practicable the rate of return of
that index.
The Invesco Total Return Fund seeks reasonably consistent total returns over a
variety of market cycles by investing in a combination of equity securities and
fixed income securities.
(9)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Notes to Financial Statements
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
(expressed in of U.S. dollars)
The Safeco Growth Fund seeks long-term capital growth. The fund normally
invests in stocks of smaller size companies but may also invest in stocks
of companies of all sizes.
The Scudder Growth & Income Fund seeks long-term capital growth and current
income. The fund invests primarily in dividend-paying common stocks,
preferred stocks and convertible securities with growth potential.
The Templeton Institutional Foreign Equity Fund seeks long-term capital
growth through a flexible policy of investing in stocks and debt
obligations of companies and governments outside the United States.
The PIMCO Total Return Institutional Fund is a broad market bond fund that
invests in a diversified portfolio of fixed income securities with varying
maturities.
The Schwab Stable Value Select fund invests primarily in guaranteed
investment contracts, synthetic guaranteed investment contracts and U.S.
Treasury and agency securities.
The PCRA is a Schwab individual brokerage account available under the plan.
This account allows participants to select a broad range of stocks, bonds
or mutual funds. However, certain investments and securities are not
permitted in the PCRA. Effective January 1, 2001, plan participants could
allocate up to 50% of their total account balance to the PCRA.
(10)
Supplemental Schedule
(11)
HOMESTAKE MINING COMPANY SAVINGS PLAN
Schedule H, Line 4(i)
Schedule of Assets Held for Investment Purposes
AT DECEMBER 31, 2002
--------------------------------------------------------------------------------
(expressed in U.S. dollars)
DESCRIPTION CURRENT VALUE
----------- -------------
$
(in thousands)
Charles Schwab Investment Management* Common Collective Trust,
Schwab Stable Value Select,
662,976 units 9,466
Charles Schwab Investment Management* Schwab MarketTrack Balanced Fund,
84,743 units 1,009
Charles Schwab Investment Management* Schwab MarketTrack Conservative Fund,
57,881 units 659
Charles Schwab Investment Management* Schwab MarketTrack Growth Fund,
64,063 units 766
Charles Schwab Investment Management* Schwab S&P 500 Select Fund,
282,293 units 3,828
Charles Schwab Retirement Plan Services, Inc.* Barrick Gold Corporation Stock Fund,
383,618 units 3,450
Invesco Invesco Total Return Fund, 89,474 units 1,870
Safeco Asset Management Safeco Growth Fund, 15,189 units 261
Scudder Kemper Investments Scudder Growth & Income Fund,
39,445 units 630
Templeton Investment Counsel, Inc. Templeton Institutional Foreign Equity Fund,
36,151 units 439
Pacific Investment Management Company PIMCO Total Return Institutional Fund,
90,056 units 961
Participant loans* Loans collateralized by account balances,
bearing interest ranging from 5.8% to 10.5% 206
Charles Schwab Retirement Plan Services, Inc.* Schwab Personal Choice Retirement Accounts 433
-------
23,978
=======
-----------------
* Represents party-in-interest to plan
(12)