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
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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
[PRICEWATERHOUSECOOPERS LOGO]
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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
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(expressed in thousands of U.S. dollars)
2002 2001
$ $
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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
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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
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(expressed in thousands of U.S. dollars)
$
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INVESTMENT INCOME (LOSS)
Interest and dividends 83
Participant loan interest 4
Net depreciation in fair value of investments (564)
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(477)
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CONTRIBUTIONS
Employer 91
Participants 286
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377
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BENEFITS PAID TO PARTICIPANTS 4,872
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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
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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)