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, 2001
HOMESTAKE MINING COMPANY
SAVINGS PLAN
(Full title of Plan)
BARRICK GOLD CORPORATION
(Issuer of Securities Held Pursuant to the Plan)
Suite 2700, 200 Bay Street
Toronto, Canada M5J 2J3
(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 A. Swinoga
--------------------------
Jeff A. Swinoga
Director, Treasury Finance
June 28, 2002
Item 1. Financial Statements and Exhibits
a. Financial Statements for the two years ended December 31, 2001
and 2000 and Supplemental Schedule as of and for the year ended
December 31, 2001 and Report of Independent Accountants
b. Exhibit No. 23
Consent of PricewaterhouseCoopers LLP
Homestake Mining Company Savings Plan Financial Statements
As of December 31, 2001 and 2000 and
for the year ended December 31, 2001
Homestake Mining Company Savings Plan
Table of Contents
-------------------------------------------------------------------------------
Pages
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2001 3
Notes to Financial Statements 4 - 10
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at December 31, 2001 11
Report of Independent Accountants
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 the Homestake Mining Company Savings Plan (the "Plan") at December 31, 2001
and 2000, and the changes in net assets available for benefits for the year
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; 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 audit 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
management, 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 management.
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.
June 21, 2002
Homestake Mining Company Savings Plan
Statement of Net Assets Available for Benefits
December 31, 2001 and 2000
(in thousands)
-------------------------------------------------------------------------------
2001 2000
Assets
Investments:
Mutual Funds $ 28,205 $ 30,608
Common/Collective Trusts 15,157 13,204
Barrick Gold Corporation Stock Fund 9,096 -
Homestake Mining Company Stock Fund - 6,172
Personal Choice Retirement Accounts 1,148 662
-------- -------
53,606 50,646
-------- -------
Participant loans 1,049 1,283
-------- -------
Total assets 54,655 51,929
-------- -------
Net assets available for benefits $ 54,655 $ 51,929
======== ========
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, 2001
(in thousands)
-------------------------------------------------------------------------------
Additions to net assets attributed to:
Interest and dividends $ 704
Net appreciation in the fair value of investments 3,508
Participant loan interest 97
--------
4,369
--------
Contributions:
Company, in stock and in cash 1,229
Participants, in cash 1,775
Other contributions/forfeitures 42
-------
3,046
-------
Total additions 7,415
-------
Deductions from net assets attributed to:
Benefits paid to participants 4,689
-------
Total deductions 4,689
-------
Net increase 2,726
Net assets available for plan benefits:
Beginning of year $ 51,929
--------
End of year $ 54,655
========
The accompanying notes are an integral part of these financial statements.
3
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
1. Description of the 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). Under the terms of the
merger agreement, each share of Homestake common stock was converted in
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 defined contribution profit sharing plan (designed to be
qualified under Internal Revenue 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 (ERISA), as amended.
The Plan is administered by Barrick. Charles Schwab Retirement Plan
Services, Inc. is the Plan's recordkeeper and investment advisor, and
Charles Schwab Trust Company is the Trustee.
Contributions
Participation is voluntary. Participants may make pre-tax or after-tax
contributions of between 1% and 15% (between 1% and 14% pre-tax) of
compensation subject to Internal Revenue Code limitations. Participant
contributions not exceeding 6% of wages or salary are matched 100% by
Homestake.
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 their current or cumulative
contributions, including any amounts contributed by Homestake to match
contributions, to be invested in one or more of the investments made
available through the Plan.
Effective January 1998, Homestake matching contributions formerly made
in cash could be made in Homestake common stock or cash at the
discretion of the 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.
4
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
Participants' Accounts
A separate account is maintained for each participant. Each
participant's account is directly credited with the participant's
contribution and Homestake's matching contribution. 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 and any income (loss) thereon are fully
vested at all times. Homestake 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.
Payment of Benefits
The Plan permits withdrawal of after-tax contributions.
The Plan permits withdrawal of pre-tax contributions upon:
(1) Termination of employment;
(2) Attainment of age 59 1/2;
(3) Death (with vested account balance paid to designated
beneficiary);
(4) 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 twelve months.
Distribution of benefits, except for certain participants who are
required to receive annuities, 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 periodic
installments.
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 prime rate plus 1%. Loans are collateralized by
the borrower's
5
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
vested accounts in the Plan and repayments are made through payroll
deductions on at least a monthly basis.
Forfeitures
Forfeitures of employer matching contributions made on behalf of former
employees whose employment was terminated before such contributions
were vested, can be utilized to restore participants' accounts, to pay
plan fees and expenses, to offset Homestake matching contributions, or
can be allocated to participants.
For the 2001 and 2000 Plan years, forfeitures, totaling $42 and $100,
respectively, were allocated to each participant in proportion to the
Homestake matching contributions made to such individual's accounts
during the Plan year.
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 changes in net assets
available for benefits during the reporting period. Actual results
could differ from those estimates.
Investment Valuation and Income Recognition
Shares and units in investment funds 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 cost, which approximates
market value.
Purchases and sales of securities are recorded on a trade-date basis,
utilizing the average cost method in determining the basis of
investments sold. 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 market
value. Withdrawals from all other funds, including the Personal Choice
Retirement Account (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 market value.
6
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
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 the fair value of
its investments consisting of realized gains (losses) and the
unrealized appreciation (depreciation).
3. Risks and Uncertainties
Plan assets are invested in collective trust and 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 Plan benefits, and the statement of changes in net
assets available for Plan 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
market value of such stock, which is, in turn, impacted by the market price
of gold.
4. Plan Termination
Although Barrick has not expressed any intent to do so, it has the right
under the Plan and subject to applicable law, to discontinue its matching
contributions at any time and to terminate the Plan. In the event of Plan
termination, all accumulated plan benefits will be fully vested and will be
distributed to participants based on their respective account balances.
5. Plan 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 Internal Revenue Service.
This determination is subject to the adoption of proposed amendments by the
Plan. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
6. Related Party Transactions
Certain Plan investments are units in investment funds managed by the
Trustee. Therefore, these transactions are transactions with
parties-in-interest.
7. Administrative Expenses
Certain costs associated with administering the Plan are paid directly by
Barrick.
7
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
8. Investments
Investments at December 31, 2001 and 2000 are comprised of the following:
Number $ Value Fair
of Per Value
Units Unit (in thousands)
------- ------- ----------------
2001
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 book value (which
approximates fair value) 1,049
---------
Total investments $54,655
========
*Represents 5% or more of the net assets available for benefits.
8
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
Number $ Value Fair
of Per Value
Units Unit (in thousands)
------ ------- --------------
2000
Mutual Funds at fair value:
* Schwab MarketTrack Balanced Fund 184,121.00 14.70 $ 2,707
Schwab MarketTrack Conservative Fund 88,687 12.83 1,138
Schwab MarketTrack Growth Fund 154,813 16.15 2,500
* Schwab S&P 500 Select Fund 669,735 20.37 13,642
* Invesco Total Return Fund 185,538 26.43 4,903
Safeco Growth Fund 37,970 22.33 848
Scudder Growth & Income Fund 76,446 24.15 1,846
Templeton Institutional Foreign Equity Fund 99,768 16.95 1,691
PIMCO Total Return Institutional Fund 128,256 10.39 1,333
-------
30,608
-------
Common/Collective Trusts at fair value:
* Schwab Stable Value Select 1,025,950 12.87 13,204
-------
* Homestake Mining Company Stock Fund 1,344,354 4.59 6,172
Schwab Personal Choice Retirement Accounts 662
Participant loans, at book value
(which approximates fair value) 1,283
-------
Total investments $51,929
=======
*Represents 5% or more of the net 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.
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 return 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.
The Safeco Growth Fund seeks long-term capital growth. The fund normally
invests in common 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.
9
Homestake Mining Company Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
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 which
invests in a diversified portfolio of fixed income securities with varying
maturities.
The Schwab Stable Value Select invests primarily in guaranteed investment
contracts, synthetic guaranteed investment contracts and U.S. Treasury and
agency securities.
The Barrick Gold Corporation Stock Fund invests in shares of Barrick Gold
Corporation.
On December 14, 2001, the Barrick Gold Corporation Stock Fund was frozen
and no new monies from any source were allowed in the fund. However,
transfers out of the fund continue to be permitted.
Prior to the acquisition of Homestake by Barrick, as described in Note 1,
the Homestake Mining Company Stock Fund invested in shares of Homestake
Mining Company.
The Schwab Personal Choice Retirement Account ("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.
9. Acceleration of Vesting Percentages
Ruby Hill Mine
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.
Other
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.
10. Subsequent Events
On March 31, 2002 and May 31, 2002, Barrick closed two sites located at
Walnut Creek, California and Pinson, Nevada, respectively, resulting in the
termination of 86 employees. The reduction in staff has resulted in
distributions of approximately $9,383 since December 31, 2001.
10
Homestake Mining Company Savings Plan
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes
At December 31, 2001
--------------------------------------------------------------------------------
(b) Identity of (c) Description of Investment
Issuer, Borrower, including Maturity Date, (d) Current
Lessor, or Rate of Interest, Collateral, Value
(a) Similar Party Par or Maturity Value (in thousands)
---- ------------------ ------------------------------- --------------
* Charles Schwab Investment Management Schwab Stable Value Select
(1,114,687 units) $ 15,157
* Charles Schwab Investment Management Schwab MarketTrack Balanced Fund
(169,656 units) 2,296
* Charles Schwab Investment Management Schwab MarketTrack Conservative Fund
(88,217 units) 1,077
* Charles Schwab Investment Management Schwab MarketTrack Growth Fund
(138,473 units) 1,943
* Charles Schwab Investment Management Schwab S&P 500 Select Fund
(617,749 units) 10,940
* Charles Schwab Retirement Plan Services, Inc. Barrick Gold Corporation Stock Fund
(992,727 units) 9,096
Invesco Invesco Total Return Fund
(170,782 units) 4,271
Safeco Asset Management Safeco Growth Fund
(69,128 units) 1,884
Scudder Kemper Investments Scudder Growth & Income Fund
(82,505 units) 1,738
Templeton Investment Counsel, Inc. Templeton Institutional Foreign
Equity Fund (78,249 units) 1,132
Pacific Investment Management Company PIMCO Total Return
Institutional Fund
(279,541 units) 2,924
* Participant loans (Repayable over five years
unless it is for purchase
of a principal residence
which is repayable over
ten years. Rate during
2001 ranged from 8.75% to
10.5%.) 1,049
* Charles Schwab Retirement Plan Services, Inc. Personal Choice Retirement Accounts 1,148
----------
$ 54,655
==========
* Represents party-in-interest to Plan
11