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 401(k)
RETIREMENT 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 401(k) RETIREMENT 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 401(k)
Retirement Savings Plan
Financial Statements
As of December 31, 2001 and 2000
and for the year ended December 31, 2001
Homestake 401(k) Retirement Savings Plan
Table of Contents
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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 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 the Homestake 401(k) Retirement 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 401(k) Retirment Savings Plan
Statement of Net Assets Available for Benefits
As of December 31, 2001 and 2000
(in thousands)
-------------------------------------------------------------------------------
2001 2000
Assets
Investments:
Mutual Funds $ 5,519 $ 6,948
Common/Collective Trusts 2,828 2,402
Barrick Gold Corporation Stock Fund 568 -
Homestake Mining Company Stock Fund - 559
Personal Choice Retirement Accounts 20 -
-------- -------
8,935 9,909
-------- -------
Participant loans 266 397
-------- -------
Total assets 9,201 10,306
-------- -------
Net assets available for benefits $ 9,201 $ 10,306
======== ========
The accompanying notes are an integral part of these financial statements.
2
Homestake 401(k) Retirment Savings Plan
Statement of Net Assets Available for Benefits
For the year ended December 31, 2001
(in thousands)
-------------------------------------------------------------------------------
Additions to net assets attributed to:
Interest and dividends $ 150
Net appreciation in the fair value of investments 51
Participant loan interest 28
--------
229
========
Contributions:
Employer, in cash 268
Participants, in cash 795
Forfeitures (4)
-------
1,059
-------
Total additions 1,288
-------
Deductions from net assets attributed to:
Benefits paid to participants 2,393
-------
Total deductions 2,393
-------
Net decrease (1,105)
Net assets available for benefits
Beginning of year 10,306
--------
End of year $ 9,201
========
The accompanying notes are an integral part of these financial statements.
3
Homestake 401(k) Retirment Savings Plan
Notes to Financial Statements
(in thousands)
-------------------------------------------------------------------------------
1. Description of the 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). 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 all Homestake employees of the 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
(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 contributions
only of between 1% and 16% of compensation subject to Internal Revenue
Code limitations.
Participant's contributions, not exceeding 6% of wages or salary are
matched 50% 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.
4
Homestake 401(k) Retirement 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.
Payment of Benefits
The Plan permits withdrawal of 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.
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 prime rate plus 1%. 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.
Forfeitures
Forfeitures of Homestake matching contributions, made on behalf of
former employees whose employment was terminated before such
contributions were vested, are allocated to active participants at the
end of each Plan year. For the 2001 and 2000 Plan years, forfeitures
totaling $4 and $0, respectively, were allocated in proportion to the
Company contributions made to the individual participant accounts
during the Plan year.
5
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
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 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.
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, which consists of realized gains (losses) and the
unrealized appreciation (depreciation).
6
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
(in thousands)
--------------------------------------------------------------------------------
3. Risks and Uncertainties
Plan assets are invested in common/collective trusts 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 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 administrative expenses of the Plan are paid for by
Barrick.
7
Homestake 401(k) Retirement 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 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 book value (which
approximates fair value) 266
---------
$ 9,201
========
* Represents 5% or more of the net assets available for benefits
8
Homestake 401(k) Retirement 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 12,467 14.70 $ 183
Schwab MarketTrack Conservative Fund 5,944 12.83 76
Schwab MarketTrack Growth Fund 14,607 16.15 236
* Schwab S&P 500 Select Fund 111,235 20.37 2,266
* Invesco Total Return Fund 62,400 26.43 1,649
Safeco Growth Fund 8,610 22.33 192
* Scudder Growth & Income Fund 80,571 24.15 1,946
Templeton Institutional Foreign Equity Fund 9,615 16.95 163
PIMCO Total Return Institutional Fund 22,801 10.39 237
-------
6,948
-------
Common/Collective Trusts at fair value:
* Schwab Stable Value Select 186,618 12.87 2,402
-------
* Homestake Mining Company Stock Fund 120,206 4.65 559
Participant loans, at book value (which
approximates fair value) 397
-------
$10,306
=======
* Represents 5% or more of the net 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.
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 401(k) Retirement 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 sources may be added.
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.
Plan participants could allocate up to 25% of their total account balance
to the PCRA. Effective January 1, 2001, this percentage was increased to
50%.
10
Homestake 401(k) Retirement 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
(207,988 units) $ 2,828
* Charles Schwab Investment Management Schwab MarketTrack Balanced Fund
(11,266 units) 152
* Charles Schwab Investment Management Schwab MarketTrack Conservative Fund
(9,505 units) 116
* Charles Schwab Investment Management Schwab MarketTrack Growth Fund
(10,648 units) 153
* Charles Schwab Investment Management Schwab S&P 500 Select Fund
(86,975 units) 1,540
* Charles Schwab Retirement Plan Services, Inc. Barrick Gold Corporation Stock Fund
(60,792 units) 568
Invesco Invesco Total Return Fund
(50,570 units) 1,264
Safeco Asset Management Safeco Growth Fund
(8,435 units) 230
Scudder Kemper Investments Scudder Growth & Income Fund
(64,537 units) 1,359
Templeton Investment Counsel, Inc. Templeton Institutional Foreign
Equity Fund (8,412 units) 122
Pacific Investment Management Company PIMCO Total Return
Institutional Fund (55,723 units) 583
* 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 6.50% to
10.5%). 266
* Charles Schwab Retirement Plan Services, Inc. Personal Choice Retirement Accounts 20
----------
$ 9,201
==========
* Represents party-in-interest to Plan
11