-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYiz6kFjPlzdu4rfqOWKRvqoFl3hF225cNFEeB3z5A9Yf9UolpTcx5jtSXyL+7iS gaTCicbpyzRMd1thpfAibQ== 0000909567-03-000891.txt : 20030715 0000909567-03-000891.hdr.sgml : 20030715 20030715171223 ACCESSION NUMBER: 0000909567-03-000891 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRICK GOLD CORP CENTRAL INDEX KEY: 0000756894 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09059 FILM NUMBER: 03787807 BUSINESS ADDRESS: STREET 1: BCE PLACE, TD CANADA TRUST TOWER STREET 2: 161 BAY STREET SUITE 3700 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: M5J2S1 BUSINESS PHONE: 4163077470 MAIL ADDRESS: STREET 1: BCE PLACE, TD CANADA TRUST TOWER STREET 2: P O BOX 212 TORONTO CITY: ONTARIO M5J2S1 STATE: A6 ZIP: M5J2S1 FORMER COMPANY: FORMER CONFORMED NAME: BARRICK RESOURCES CORP DATE OF NAME CHANGE: 19860109 11-K 1 t10309e11vk.txt 11-K 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 401(k) RETIREMENT 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 401(k) RETIREMENT 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 Savings Plan Financial Statements As of December 31, 2002 and 2001 and for the year ended December 31, 2002 HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Financial Statements DECEMBER 31, 2002 AND 2001 (expressed in U.S. dollars) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGES ----- 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
[PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PRICEWATERHOUSECOOPERS LLP 1177 Avenue of the Americas New York, New York 10036 Telephone +1 212 596 8000 Facsimile +1 212 596 8910 REPORT OF INDEPENDENT AUDITORS TO THE PARTICIPANTS AND ADMINISTRATOR OF HOMESTAKE 401(k) RETIREMENT 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 401(k) RETIREMENT 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. /s/ PricewaterhouseCoopers LLP July 11, 2003 New York, NY (1) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits AT DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in thousands of U.S. dollars)
2002 2001 $ $ ----- ----- ASSETS INVESTMENTS (note 6) Mutual funds 2,566 5,519 Common/collective trusts 1,432 2,828 Barrick Gold Corporation Stock Fund 289 568 Schwab Personal Choice Retirement Accounts 9 20 Participant loans receivable 43 266 ----- ----- 4,339 9,201 LIABILITIES TERMINATION BENEFITS PAYABLE 110 - ----- ----- NET ASSETS AVAILABLE FOR BENEFITS 4,229 9,201 ===== =====
The accompanying notes are an integral part of these financial statements. (2) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits FOR THE YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- (expressed in thousands of U.S. dollars)
$ ----- INVESTMENT INCOME (LOSS) Interest and dividends 83 Participant loan interest 4 Net depreciation in fair value of investments (564) ----- (477) ----- CONTRIBUTIONS Employer 91 Participants 286 ----- 377 ----- BENEFITS PAID TO PARTICIPANTS 4,872 ----- NET DECREASE (4,972) NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 9,201 ----- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR 4,229 =====
The accompanying notes are an integral part of these financial statements. (3) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) 1 DESCRIPTION OF PLAN The following description of the Homestake 401(k) Retirement 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 all Homestake employees of Barrick's operations in Lead, South Dakota who are covered by a collective bargaining agreement and have completed three months of service. 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 Regular full-time hourly employees covered by the agreement between the employer and the United Steelworkers of America, Local 7044, that have at least three months of service are eligible to participate in the plan. CONTRIBUTIONS Participation is voluntary. Participants may make pre-tax contributions only of between 1% and 16% of compensation subject to Code limitations. Participants' contributions, not exceeding 6% of wages or salary, are matched 50% 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 Barrick to match contributions, to be invested in one or more of the investments made available through the plan. (4) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) 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 of investments, 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. The employer's matching contributions and any income (loss) thereon are vested 20% after two years of service, 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. FORFEITURES Forfeitures of unvested employer's matching contributions, can be utilized to pay plan fees and expenses, to offset employers' matching contributions or can be allocated to participants based on the ratio of employer 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. PAYMENT OF BENEFITS The plan permits withdrawal of 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. A distribution of benefits can be made, at the election of the participant, in the form of a single lump sum cash payment or partial payment made in a lump sum with the remainder paid later. 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. (5) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) ADMINISTRATIVE EXPENSES Certain administrative expenses of the plan are paid for 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. INVESTMENT VALUATION AND INCOME RECOGNITION Shares, units in investment funds or unitized stock funds and investment 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 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, which consists of realized gains (losses) and the unrealized appreciation (depreciation) on those investments. (6) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) 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 and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. A 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. 3 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. 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 was subject to the adoption of proposed amendments by the plan. Having adopted such amendments, the plan administrator believes that the plan is currently designed and being operated in compliance within 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 $936,652 and $3,553,908, respectively. (7) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) 6 INVESTMENTS Investments at December 31, 2002 and 2001 are comprised of the following:
2002 --------------------------------------------------- FAIR NUMBER VALUE VALUE OF UNITS PER UNIT $ -------- -------- --------- (in thousands) Mutual funds at fair value Schwab MarketTrack Balanced Fund 10,216 11.91 122 Schwab MarketTrack Conservative Fund 8,520 11.38 97 Schwab MarketTrack Growth Fund 5,533 11.96 66 Schwab S&P 500 Select Fund * 57,521 13.56 780 Invesco Total Return Fund * 20,891 20.90 437 Safeco Growth Fund 3,726 17.19 64 Scudder Growth & Income Fund * 33,169 15.98 530 Templeton Institutional Foreign Equity Fund 5,572 12.31 67 PIMCO Total Return Institutional Fund * 37,739 10.67 403 ----- 2,566 Common/collective trusts at fair value Schwab Stable Value Select * 100,289 14.28 1,432 Barrick Gold Corporation Stock Fund * 31,459 9.19 289 Schwab Personal Choice Retirement Accounts 9 Participant loans, at estimated fair value, bearing interest at rates ranging from 5.8% to 10.5% 43 ----- 4,339 =====
* Represents 5% or more of the assets available for benefits (8) HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars)
2001 --------------------------------------------- VALUE FAIR NUMBER PER UNIT VALUE OF UNITS $ $ -------- -------- ----- (in thousands) Mutual funds at fair value Schwab MarketTrack Balanced Fund 11,266 13.53 152 Schwab MarketTrack Conservative Fund 9,505 12.21 116 Schwab MarketTrack Growth Fund 10,648 14.39 153 Schwab S&P 500 Select Fund * 86,975 17.71 1,540 Invesco Total Return Fund * 50,570 25.01 1,264 Safeco Growth Fund 8,435 27.25 230 Scudder Growth & Income Fund * 64,537 21.06 1,359 Templeton Institutional Foreign Equity Fund 8,412 14.47 122 PIMCO Total Return Institutional Fund * 55,723 10.46 583 ----- 5,519 Common/collective trusts at fair value Schwab Stable Value Select * 207,988 13.60 2,828 Barrick Gold Corporation Stock Fund 60,792 9.34 568 Schwab Personal Choice Retirement Accounts 20 Participant loans, at estimated fair value, bearing interest at rates ranging from 6.5% to 10.5% 266 ----- 9,201 =====
* Represents 5% or more of the assets available for benefits All earnings on the investment funds are reinvested in and 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 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- (expressed in U.S. dollars) 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. 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 to all plan members. 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 plan. Effective January 1, 2001, plan participants could allocate up to 50% of their total account balance to the PCRA. (10) Supplemental Schedule (11) HOMESTAKE 401(k) RETIREMENT 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, 100,289 units 1,432 Charles Schwab Investment Management * Schwab MarketTrack Balanced Fund, 10,216 units 122 Charles Schwab Investment Management * Schwab MarketTrack Conservative Fund, 8,520 units 97 Charles Schwab Investment Management * Schwab MarketTrack Growth Fund, 5,533 units 66 Charles Schwab Investment Management * Schwab S&P 500 Select Fund, 57,521 units 780 Charles Schwab Retirement Plan Services, Inc. * Barrick Gold Corporation Stock Fund, 31,459 units 289 Invesco Invesco Total Return Fund, 20,891 units 437 Safeco Asset Management Safeco Growth Fund, 3,726 units 64 Scudder Kemper Investments Scudder Growth & Income Fund, 33,169 units 530 Templeton Investment Counsel, Inc. Templeton Institutional Foreign Equity Fund, 5,572 units 67 Pacific Investment Management Company PIMCO Total Return Institutional Fund, 37,739 units 403 Participant loans receivable * Loans collateralized by account balances, bearing interest at rates ranging from 5.8% to 10.5% 43 Charles Schwab Retirement Plan Services, Inc. * Personal Choice Retirement Accounts 9 ----- 4,339 =====
* Represents party-in-interest to plan (12) EX-23 3 t10309exv23.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-32174) of Homestake Mining Company of our report dated July 11, 2003 relating to the financial statements of Homestake 401(k) Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PRICEWATERHOUSECOOPERS LLP July 15, 2003 New York, New York -----END PRIVACY-ENHANCED MESSAGE-----