10-Q 1 d10q.txt PERIOD ENDING SEPTEMBER 30, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the Quarterly Period Ended September 30, 2001 ( ) Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ________________ to ______________ Commission File Number 1-8736 HOMESTAKE MINING COMPANY A Delaware Corporation IRS Employer Identification No. 94-2934609 1600 Riviera Avenue, Suite 200 Walnut Creek, California 94596-3568 Telephone: (925) 817-1300 http://www. homestake.com Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ ----- The number of shares of common stock outstanding as of October 30, 2001 was 263,380,225.* . Includes 3,017,393 Homestake Canada Inc. exchangeable shares that may be exchanged at any time for Homestake common stock on a one-for-one basis. Homestake Mining Company and Subsidiaries FORM 10-Q For the Quarter Ended September 30, 2001 INDEX Part 1. Financial Information Item 1. Financial Statements a) Condensed Statements of Consolidated Operations For the Three and Nine Months Ended September 30, 200l and 2000.... 3 b) Condensed Consolidated Balance Sheets As of September 30, 2001 and December 31, 2000..................... 4 C) Condensed Statements of Consolidated Cash Flows For the Nine Months Ended September 30, 2001 and 2000.............. 5 d) Notes to Condensed Consolidated Financial Statements............... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................... 21 Part 2. Other Information Item 1. Legal Proceedings....................................................... 31 Item 5. Other Information....................................................... 31 Item 6. Exhibits and Reports on Form 8-K........................................ 32 Item 7. Signatures.............................................................. 33

2 Homestake Mining Company and Subsidiaries PART 1-FINANCIAL INFORMATION ---------------------------- Item 1. Financial Statements ---------------------------- A. Condensed Statements of Consolidated Operations (unaudited) ------------------------------------------------------------------ (In thousands, except per share amounts)

(1) Options to purchase common shares are not included in the Year 2000 diluted loss per share calculations as their effect is anti-dilutive. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Homestake Mining Company and Subsidiaries

The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Homestake Mining Company and Subsidiaries C. Condensed Statements of Consolidated Cash Flows (unaudited) ----------------------------------------------------------- (In thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Homestake Mining Company and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) 1. General Information and Restatement The condensed consolidated financial statements include Homestake Mining Company and its majority owned subsidiaries, and their undivided interests in joint ventures (collectively, "Homestake" or the "Company") after elimination of intercompany amounts. The information furnished in this report reflects all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods. Results of operations for interim periods are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, which include information as to significant accounting policies, in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2000. In September 2000, the Financial Accounting Standards Board ("FASB") issued SFAS 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 140 replaces SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." It revises the standards for accounting for securitizations and other transfers of financial assets and collateral. The Company was required to adopt this standard for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 200l. The adoption of the standard had no impact on the financial statements of the Company. In June 2001, the FASB issued SFAS 141 and 142 "Business Combinations" and "Goodwill and Other Intangible Assets," respectively. SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. FAS 141 will have no impact on the historical financial statements of the Company, but will require the Company to account for any future business combinations as purchases. SFAS 142 addresses the accounting for goodwill and intangible assets subsequent to their initial recognition, and requires that goodwill not be amortized but assessed for impairment at least annually. The Company is required to adopt SFAS 142 effective January 1, 2002 and does not expect the adoption to impact the financial position of the Company. In June 2001, the FASB issued SFAS 143 "Accounting for Asset Retirement Obligations." The Company is required to adopt SFAS 143 effective January 1, 2003. SFAS 143 requires full recognition of asset retirement obligations on the balance sheet from the point in time at which a legal obligation exists. The obligation is required to be measured at fair value. The carrying value of the asset or assets to which the retirement obligation relates would be increased by an amount equal to the liability recognized. This amount would then be included in the depreciable base of the asset and charged to income over its life as depreciation. The Company is currently in the process of evaluating the impact that SFAS 143 will have on its financial statements. In October 2001, the FASB issued SFAS 144 "Accounting for Impairment or Disposal of Long-Lived Assets." SFAS 144 replaces SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company is required to adopt SFAS 144 effective January, 1 2002. The Company has not yet determined the impact that SFAS 144 will have on its financial statements. After issuing Homestake's 2000 financial statements and filing the Form 10-K with the Securities and Exchange Commission ("SEC"), and following extensive discussion with the Staff of the SEC and the Company's independent accountants, management determined it was necessary to revise its financial statements to expense previously capitalized costs associated with its Veladero project in Argentina, to revise its depreciation and reclamation calculations at the Plutonic and Lawlers mines in Western Australia, and to revise the financial statement footnote presentation of Homestake's segment information. Because the level of engineering and other exploration work completed at the Veladero project does not meet the criteria for a full feasibility study, Homestake has reclassified its previously stated Veladero reserves as mineralized material. As a result of this reclassification, Homestake has revised its financial statements to expense previously capitalized Veladero project expenditures incurred during the period April 1, 2000 through June 30, 200l. See Note 14 for the principal effects of this restatement. Management also determined that it is necessary to revise the Company's depreciation and reclamation calculations for the Plutonic and Lawlers mines. In accordance with US GAAP, only proven and probable 6 Homestake Mining Company and Subsidiaries reserves may be used in depreciation and reclamation calculations. The Company had used its best estimate of future gold production as the base for its depreciation and reclamation charges at the Plutonic and Lawlers mines, since their acquisition in 1998. The Company's decision to use its best estimate of future gold production for depreciation and reclamation calculations at these mines reflected the fact that, at the time of their acquisition, only a relatively small proportion of the total inventory of mineralized material at these mines had been upgraded to the reserves category. Homestake has revised its financial statements to use only proven and probable reserves for calculating depreciation and reclamation charges for these mines. See Note 14 for the principal effects of this restatement. In addition, Homestake determined that it is necessary to revise the financial statement footnote presentation of its segment information because discrete operating and financial information for each mine is reported to the Chief Operating Officer. The Company previously had aggregated each mine within each geographic segment for segment disclosure purposes because each mine was considered by management to have similar economic characteristics. However, as ore grades and other operating factors can vary significantly by mine, with resulting material variations in unit operating costs, management has determined that each mine should be reported separately for segment disclosure purposes. All amounts are in United States dollars unless otherwise indicated. 2. Merger On June 25, 2001, the Company and Barrick Gold Corporation ("Barrick"), a publicly traded Canadian gold producer, announced an intention to merge. The transaction is subject to regulatory and Homestake shareholder approval. On November 12, 2001, Homestake mailed to its shareholders the Homestake proxy statement/Barrick F-4 registration statement with respect to the proposed merger transaction, whereby Barrick will issue 0.53 Barrick shares for each share of Homestake Common Stock and Homestake will become a wholly owned subsidiary of Barrick. The merger will be accounted for as a pooling of interests. 7 Homestake Mining Company and Subsidiaries 3. Property Acquisition On May 30, 2001, the Company reached an agreement with North Gold (WA) Ltd., a subsidiary of Rio Tinto Limited, to acquire a 100% interest in the Cowal Gold Project located in central New South Wales, Australia, approximately 250 miles west of Sydney. Under the terms of the agreement, Homestake paid a deposit of $375,000 (A$724,000) in June 2001, an additional $9.6 million (A$18.8 million) in July 2001, and will pay a further $2.7 million (A$5.2 million) on the fourth anniversary of the agreement. In addition, Homestake will make a payment of $15.0 million (A$29.3 million) upon reaching a decision to develop a mine. Homestake is in the process of mobilizing "drilling" equipment to commence its own evaluation of the Project. 4. Other Loss

In the 2001 first quarter, Homestake recorded a non-recurring gain of $2.4 million related to the sale of mining information in conjunction with an agreement to sublease its Just-in-Case property in Western Australia for a ten- year period. Homestake received a payment of $2.4 million (A$5.0 million) for the sale of the mining information, and subject to receiving government approvals, will receive lease payments of $3.6 million (A$7.5 million) and $6.0 million (A$12.5 million) no later than December 31, 2006 and December 31, 2008, respectively. Accordingly, lease revenue of $9.6 million (A$20.0 million)will be accrued over the ten-year lease term. Homestake will also receive a 3.5% net smelter return royalty (NSR) on all production from the Just-in-Case sublease, and in addition, is entitled to a payment of up to $6.3 million (A$13.0 million) in the event that production from the sublease does not reach a specified cumulative level by contracted dates. This payment is creditable against the NSR. 5. Disposition of Main Pass 299 On May 9, 2001, the Company entered into a purchase and sale agreement with Freeport-McMoRan Sulfur LLC ("Freeport"), the operator and 83.3% owner of Main Pass 299, under which the Company's 16.7% undivided joint-venture interest in the Main Pass 299 sulfur and oil and gas assets and liabilities have been sold to Freeport. Under the agreement, the Company made a payment of $2.6 million to Freeport and Freeport assumed and agreed to discharge all of the Company's Main Pass 299 sulfur and oil and gas reclamation obligations. For the quarter ended June 30, 2001, the Company recognized a gain of $1.3 million in continuing operations related to its disposition of its interest in the Main Pass 299 oil and gas operations and a gain of $4.3 million in discontinued operations related to the disposition of its interest in the Main Pass 299 sulfur operations. The sulfur operations were recorded as a discontinued operations in the second quarter of 2000, at which time the Company recorded a provision of $3.5 million for estimated operating losses during the closure period and $8.5 million for mine reclamation and closure costs. The $4.3 million gain on disposal of the Main Pass 299 sulfur operations primarily arose as a result of the discharge of those environmental liabilities for an amount less than the original estimate. 8 Homestake Mining Company and Subsidiaries 6. Comprehensive Loss Statements of Consolidated Operations (in thousands)

7. Inventories

9 Homestake Mining Company and Subsidiaries 8. Long-term Debt and Capital Leases

9. Derivative Financial Instruments The Company uses derivative financial instruments as part of an overall risk- management strategy. These instruments are used as a means of hedging exposure to precious metals prices and foreign currency exchange rates. The Company does not hold or issue derivative financial instruments for trading purposes. Effective January 1,2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (" SFAS 133"), as amended by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (" SFAS 138"). The adoption of SFAS 133, as amended by SFAS 138, had no impact on the Company's results for the period. However, gains of $35.1 million relating to gold and silver hedging contracts previously closed out have been reclassified on adoption from deferred gains to accumulated other comprehensive loss. SFAS 133 requires that derivatives be recognized as assets or liabilities and be measured at fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are to be accounted for either in current earnings or other comprehensive income depending on the use of the derivatives and whether they are designated as, and qualify for, hedge accounting. The Company uses combinations of put and call options to hedge its exposure to foreign currency exchange rates. In accordance with SFAS 133, the Company has elected not to designate its foreign currency options as hedges and, accordingly, gains and losses resulting from changes in the fair value of these contracts will continue to be recorded in earnings each period. At January 1,200l and September 30,2001, the Company's hedging contracts used to reduce exposure to precious metal prices, consisted entirely of forward sales contracts. The Company settles these contracts through the physical delivery of production from its operations at the contract settlement dates. Therefore, the forward sales contracts meet the criteria for the normal purchases and sales exemption of SFAS 133, as amended by SFAS 138. Accordingly, recognition of the precious metals forward sales contracts will continue to be deferred until settlement. Foreign Currency Contracts Under the Company's foreign currency protection program, the Company has entered into a series of foreign currency option contracts to minimize the effects of a strengthening of either the Canadian or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program. Contracts outstanding at September 30,200l are expected to remain in place until maturity. 10 Homestake Mining Company and Subsidiaries At September 30, 2001, the Company had foreign exchange currency option contracts outstanding as follows:

(1) Assuming exercise by the counterparty at the expiration date, the Company would exchange US dollars for Canadian or Australian dollars at the put exchange rate. The counterparty would be expected to exercise the option if the spot exchange rate was below the put exchange rate. (2) Assuming exercise by the Company at the expiration date, the Company would exchange US dollars for Canadian or Australian dollars at the call exchange rate. The Company would exercise the option if the spot exchange rate was above the call exchange rate. (3) Assuming exercise by the Company at the expiration date, the Company would exchange Australian dollars for US dollars at the put exchange rate. The Company would exercise the option if the spot exchange rate was below the put exchange rate. Precious Metal Contracts Homestake's hedging policy provides for the use of forward sales contracts to hedge up to 30% of each of the following ten year's expected annual gold production, and up to 30% of each of the following five year's expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for the use of combinations of put and call option contracts to establish minimum floor prices. At September 30, 2001, the unamortized portion of the pretax gain resulting from the early settlement of certain gold forward sales and option contracts prior to the adoption of SFAS 133, maturing in the years 2001, 2002 and 2003 was $26.7 million which has been recorded in accumulated other comprehensive loss and will be reclassified into income as the originally designated production is sold. Of this amount, $312.5 million will be recognized in income in the twelve- month period to September 30, 2002. In March 2000, the Company closed out and financially settled its remaining U.S. dollar denominated silver forward sales contracts covering 3.6 million ounces maturing in 2000 and 2001. At September 30, 2001, the unamortized pretax portion of this gain of $206,000, realized on this transaction has been recorded in accumulated other comprehensive loss and will be reclassified in income as the originally designated production is sold. 11 Homestake Mining Company and Subsidiaries At September 30,2001, the Company had gold forward sales contracts outstanding as follows:

/(1)/ Expressed in U.S. dollars at September 30, 200l exchange rate of A$=US$ O.4922 10. Segment Information The Company is primarily engaged in gold mining and related activities. Accordingly, the Company's operating mines are considered segments for financial reporting purposes. The Company's Round Mountain, Homestake, McLaughlin and Ruby Hill mines are located in the United States, the Eskay Creek and Hemlo mines are located in Canada and the Kalgoorlie, Plutonic, Darlot and Lawlers mines are located in Australia. 12 Homestake Mining Company and Subsidiaries Segment information for the three and nine months ended September 30, 200l and 2000 are as follows:

(a) Primarily intercompany financing. (b) Operating earnings represent total revenues and other income less production costs and depreciation, depletion and amortization. 13 Homestake Mining Company and Subsidiaries 11. Contingencies Environmental Contingencies The Comprehensive Environmental Response, Compensation and Liability Act of 1980 imposes heavy liabilities on any person who discharges hazardous substances. The Environmental Protection Agency publishes a National Priorities List ("NPL")of known or threatened releases of such substances. Homestake's former uranium millsite near Grants, New Mexico is listed on the NFL. Pursuant to the Energy Policy Act of 1992, the United States Department of Energy ("DOE") is responsible for 51.2% of past and future costs of reclaiming the Grants site in accordance with Nuclear Regulatory Commission license requirements. At September 30, 2001, Homestake had received $35.5 million from the DOE and had a receivable of $1.5 million for the DOE's share of reclamation expenditures made by Homestake through September 30, 200l. In 1983, the state of New Mexico filed claims against Homestake for natural resource damages resulting from the Grants site. To date, the state of New Mexico has taken no action to enforce its claims. Other Contingencies In addition to the above, the Company is party to legal actions and administrative proceedings and is subject to claims arising in the ordinary course of business. The Company believes the disposition of these matters will not have a material adverse effect on its financial position or results of operations. 12. Homestake Canada Inc. ("HCI") In connection with the 1998 acquisition of the minority interests in Prime Resources Group Inc., HCI issued 11.1 million HCI exchangeable shares. Each HCI exchangeable share is exchangeable for one Homestake common share at any time at the option of the holder and has the same voting, dividend (payable in Canadian dollars), and other rights as one Homestake common share. A share of special voting stock, which was issued to the transfer agent in trust for the holders of the HCI exchangeable shares, provides the mechanism for holders of the HCI exchangeable shares to receive their voting rights. Homestake, through a wholly owned subsidiary, owns all the outstanding common shares of HCI. At September 30, 2001, 3.0 million of the HCI exchangeable shares outstanding were held by the public. Following the 1999 business combination with Argentina Gold, Homestake's investment in Argentina Gold was transferred to HCI in exchange for a Canadian dollar-denominated intercompany note payable by HCI to its parent company of approximately C$282.0 million (US$191.0 million). In accordance with United States generally accepted accounting principles, the assets, liabilities and shareholder's equity of Argentina Gold have been recorded in HCI's financial statements at their historical cost basis. The difference between the historical cost basis of Argentina Gold shareholder's equity and its fair value at the date of transfer has been recorded as a reduction to HCI's shareholders' equity. 14 Summarized consolidated financial information for HCI is as follows:

15 Homestake Mining Company and Subsidiaries 13. Write-Downs and Other Unusual Charges On September 11,2000, the Company announced a restructuring of the operations of the Homestake mine in South Dakota. The mine is expected to complete operations by December 2001. In connection with the restructuring, the Company recorded a $23.0 million provision for employee termination benefits and other exit costs in the third quarter of 2000. By no later than December 2001, the workforce will be reduced from the current level of 262 employees, to approximately 40 employees who will oversee the reclamation and other closure procedures. The classifications of the affected employees include mining engineers, geologists, administrative employees and mine workers. The following table presents a roll-forward of the liability accrued in connection with the Homestake mine restructuring plan: (in thousands) Liability balance at December 31, 2000 $ 22,427 Severance payments (1,001) ---------------- Liability balance at September 30, 2001 $ 21,426 ================

Pension and other post-retirement curtailment gains of $850,000 and $4.1 million were recognized during the three and nine months ended September 30,2001, respectively, reflecting the termination of employees and the settlement of obligations. 14. Restatement After issuing Homestake's 2000 financial statements and filing the Form 10-K with the Securities and Exchange Commission (" SEC"), and following extensive discussion with the Staff of the SEC and the Company's independent accountants, management determined it was necessary to revise its financial statements to expense previously capitalized costs associated with its Veladero project in Argentina, to revise its depreciation and reclamation calculations at the Plutonic and Lawlers mines in Western Australia, and to revise the financial statement footnote presentation of Homestake's segment information. Because the level of engineering and exploration work completed at the Veladero project does not meet the criteria for a full feasibility study, Homestake has reclassified its previously stated Veladero reserves as mineralized material. As a result of this reclassification, Homestake has revised its financial statements to expense previously capitalized Veladero project expenditures incurred during the period April 1, 2000 through June 30, 200l. Management also determined that it is necessary to revise the Company's depreciation and reclamation calculations for the Plutonic and Lawlers mines. In accordance with US GAAP only proven and probable reserves may be used in depreciation and reclamation calculations. The Company had used its best estimate or future gold production as the base for its depreciation and reclamation charges at the Plutonic and Lawlers mines, since their acquisition in 1998. The Company's decision to use its best estimate of future gold production for depreciation and reclamation calculations at these mines reflected the fact that, at the time of their acquisition, only a relatively small proportion of the total inventory of mineralized material at these mines had been upgraded to the reserves category. Homestake has revised its financial statements to use only proven and probable reserves for calculating depreciation and reclamation charges for these mines. In addition, Homestake determined that it is necessary to revise the financial statement footnote presentation of its segment information because discrete operating and financial information is reported to the Chief Operating Officer for each mine. The Company previously had aggregated each mine within each geographic segment for segment disclosure purposes because each mine was considered by management to have similar economic characteristics. However, as ore grades and other operating factors can vary significantly by mine, with resulting material variations in unit operating costs, management has determined that each mine should be reported separately for segment disclosure purposes. Refer to Note 10 for comparative restated segment information. 16 Homestake Mining Company and Subsidiaries The following sets forth the effects of the restatements on Homestake's accompanying consolidated balance sheets and the consolidated statements of operations and cash flows: Statements of Consolidated Operations (Unaudited) (in thousands)

17 Homestake Mining Company and Subsidiaries Consolidated Balance Sheets (in thousands)

18 Statements of Consolidated Cash Flows (Unaudited) (in thousands)

19 Homestake Mining Company and Subsidiaries 15. Subsequent Event On October 25, 2001, the Company declared a dividend of US$0.025 per share of common stock, payable on December 6, 200l to shareholders of record at the close of business on November 15, 200l. Homestake Canada Inc. ("HCI") also declared a dividend of C$0.039 (US$0.025) per HCI exchangeable share payable on December 6, 200l to shareholders of record at the close of business on November 15, 200l. 20 Homestake Mining Company and Subsidiaries Item 2 - Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------------------ Results of Operations --------------------- (Unless specifically stated otherwise, the following information relates to amounts included in the condensed consolidated financial statements without reduction for minority interests. Homestake reports per ounce production costs in accordance with the "Gold Institute Production Cost Standard".) This discussion should be read in conjunction with the Management's Discussion and Analysis included in Homestake Mining Company's ("Homestake" or the "Company") Annual Report on Form 10-K/A for the year ended December 31, 2000. On June 25, 2001, the Company and Barrick Gold Corporation ("Barrick"), a publicly traded Canadian gold producer, announced an intention to merge. The transaction is subject to Regulatory and Homestake shareholder approval. On November 12, 2001, Homestake mailed to its shareholders the Homestake proxy statement/Barrick F-4 registration statement with respect to the proposed merger transaction, whereby Barrick will issue 0.53 Barrick shares for each share of Homestake Common Stock and Homestake will become a wholly owned subsidiary of Barrick. The merger will be accounted for as a pooling of interests. On May 30, 2001, the Company reached an agreement with North Gold (WA) Ltd., a subsidiary of Rio Tinto Limited, to acquire a 100% interest in the Cowal Gold Project located in central New South Wales, Australia, approximately 250 miles west of Sydney. Under the terms of the agreement, Homestake paid a deposit of $375,000 (A$724,000) in June 2001, an additional $9.6 million (A$18.8 million) in July 2001, and will pay a further $2.7 million (A$5.2 million) on the fourth anniversary of the agreement. In addition, Homestake will make a payment of $15.0 million (A$29.3 million) upon reaching a decision to develop a mine. Homestake is in the process of mobilizing drilling equipment to commence its own evaluation of the project. In September 2000, the Financial Accounting Standards Board ("FASB") issued SFAS 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 140 replaces SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." It revises the standards for accounting for securitizations and other transfers of financial assets and collateral. The Company was required to adopt this standard for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The adoption of the standard had no impact on the financial statements of the Company. In June 2001, the FASB issued SFAS 141 and 142 "Business Combinations" and "Goodwill and Other Intangible Assets," respectively. SFAS 141 requires all business combinations initiated after June 30, 200l to be accounted for using the purchase method. FAS 141 will have no impact on the historic financial statements of the Company, but will require the Company to account for any future business combinations as purchases. SFAS 142 addresses the accounting for goodwill and intangible assets subsequent to their initial recognition, and requires that goodwill not be amortized but assessed for impairment at least annually. The Company is required to adopt SFAS 142 effective January 1, 2002 and does not expect the adoption to impact the financial position of the Company. In June 2001, the FASB issued SFAS 143 "Accounting for Asset Retirement Obligations." The Company is required to adopt SFAS 143 effective January 1, 2003. SFAS 143 requires full recognition of asset retirement obligations on the balance sheet from the point in time at which a legal obligation exists. The obligation is required to be measured at fair value. The carrying value of the asset or assets to which the retirement obligation relates would be increased by an amount equal to the liability recognized. This amount would then be included in the depreciable base of the asset and charged to income over its life as depreciation. The Company is currently in the process of evaluating the impact that SFAS 143 will have on its financial statements. In October 2001, the FASB issued SFAS 144 "Accounting for Impairment or Disposal of Long-Lived Assets." SFAS 144 replaces SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company is required to adopt SFAS 144 effective January, 1 2002. The Company has not yet determined the impact that SFAS 144 will have on its financial statements. After issuing Homestake's 2000 financial statements and filing the Form 10-K with the Securities and Exchange Commission ("SEC"), and following extensive discussion with the Staff of the SEC and the Company's independent accountants, management determined it was necessary to revise its financial statements to expense previously capitalized costs associated with its Veladero project in Argentina, to revise its 21 Homestake Mining Company and Subsidiaries depreciation and reclamation calculations at the Plutonic and Lawlers mines in Western Australia, and to revise the financial statement footnote presentation of Homestake's segment information. Because the level of engineering and other exploration work completed at the Veladero project does not meet the criteria for a full feasibility study, Homestake has reclassified its previously stated Veladero reserves as mineralized material. As a result of this reclassification, Homestake has revised its financial statements to expense previously capitalized Veladero project expenditures incurred during the period April 1, 2000 through June 30, 2001. See Note 14 to Homestake's September 30, 2001 Condensed Consolidated Financial Statements for the principal effects of this restatement. Management also determined that it is necessary to revise the Company's depreciation and reclamation calculations for the Plutonic and Lawlers mines. In accordance with US GAAP only proven and probable reserves may be used in depreciation and reclamation calculations. The Company had used its best estimate of future gold production as the base for its depreciation and reclamation charges at the Plutonic and Lawlers mines, since their acquisition in 1998. The Company's decision to use its best estimate of future gold production for depreciation and reclamation calculations at these mines reflected the fact that, at the time of their acquisition, only a relatively small proportion of the total inventory of mineralized material at these mines had been upgraded to the reserves category. Homestake has revised its financial statements to use only proven and probable reserves for calculating depreciation and reclamation charges for these mines. See Note 14 to Homestake's September 30, 2001 Condensed Consolidated Financial Statements for the principal effects of this restatement. In addition, Homestake determined that it is necessary to revise the financial statement footnote presentation of its segment information because discrete operating and financial information for each mine is reported to the Chief Operating Officer. The Company previously had aggregated each mine within each geographic segment for segment disclosure purposes because each mine was considered by management to have similar economic characteristics. However, as ore grades and other operating factors can vary significantly by mine, with resulting material variations in unit operating costs, management has determined that each mine should be reported separately for segment disclosure purposes. See Note 10 to Homestake's September 30, 2001 Condensed Consolidated Financial Statements. RESULTS OF OPERATIONS SUMMARY Homestake recorded net income of $5.0 million ($0.02 per share) and $447,000 ($nil per share) in the quarter and nine months ended September 30, 2001, compared with the losses of $71.8 million ($0.27 per share) and $119.8 million ($0.46 per share) in the respective 2000 periods. The third quarter and year-to-date 2001 results include after-tax foreign currency losses of $7.2 million ($0.03 per share) and $15.4 million ($0.06 per share), respectively. During the third quarter of 2001, the Australian and Canadian currencies weakened in relation to the U.S. dollar. The majority of the foreign currency losses in 2001 relate to intercompany advances established between the U.S. parent and its Australian and Canadian subsidiaries to finance corporate acquisitions and capital development projects. Third quarter and year- to-date results in 2000 include after-tax foreign currency exchange losses of $11.9 million ($0.05 per share) and $29.6 million ($0.11 per share), respectively, after tax write-downs and unusual charges of $48.2 million ($0.18 per share) and additional provision for reclamation and remediation charges of $16.2 million ($0.06 per share). 22 Homestake Mining Company and Subsidiaries The following table outlines the closing U.S. dollar exchange rate for Canadian and Australian dollars on dates indicated

Excluding the effect of the foreign currency exchange losses the 2000 write-downs and unusual charges and the additional provision for reclamation and remediation the Company recorded net income of $12.2 million ($0.05 per share) and $15.8 million ($0.06 per share) for the quarter and nine months ended September 30, 2001, respectively, compared to net income of $3.6 million ($0.01 per share) and a net loss of $10.9 million ($0.04 per share) for the corresponding periods in 2000. The improvement in the current year's results primarily reflects higher sales volumes, lower exploration spending, an $11 per ounce decrease in production costs, a gain of $2.4 million on the sale of mining information with respect to the Just-in-Case property, and gains of $4.3 million and $1.3 million on the sale of the discontinued sulfur operations and oil and gas assets in the Gulf of Mexico, respectively, partially offset by a $18 per ounce decline in the realized gold price from the first nine months of the prior year. On July 20, 2000, Freeport-McMoRan Sulphur LLC ("Freeport"), the operator and 83.3% owner of the Main Pass joint venture, located in the Gulf of Mexico, announced a phased closure of the sulfur operations. Homestake's 16.7% interest in the joint venture was reflected as a discontinued operation at June 30, 2000. The 2000 second quarter loss included a non-recurring charge of $12.0 million, reflecting Homestake's $8.5 million share of unaccrued reclamation and closure costs and a $3.5 million allowance for project operating losses during the shutdown period. On May 9, 2001, the Company entered into a purchase and sale agreement with Freeport, under which the Company's 16.7% undivided joint-venture interest in the Main Pass 299 sulfur and oil and gas assets and liabilities have been sold to Freeport. Under the agreement, the Company made a payment of $2.6 million to Freeport and Freeport assumed and agreed to discharge all of the Company's Main Pass 299 sulfur and oil and gas reclamation obligations. For the quarter ended June 30, 2001, the Company recognized a gain of $4.3 million in discontinued operations related to the disposition of its interest in the Main Pass 299 sulfur operations and a gain of $1.3 million in continuing operations related to the disposition of its interest in the Main Pass 299 oil and gas operations. 23 Homestake Mining Company and Subsidiaries GOLD OPERATIONS Revenues from gold and ore sales totaled $166.0 million and $519.8 million in the three and nine months ended September 30, 2001, respectively, compared to $160.8 million and $496.2 million in the respective periods in 2000. Higher sales volumes in 2001 were partially offset by lower realized gold prices as reflected in the following table:

24 Homestake Mining Company and Subsidiaries The following table details Homestake's gold production by location:

(a) Homestake acquired an additional 25% interest in the Round Mountain mine effective July 1, 2000 increasing its ownership from 25% to 50%. 25 Homestake Mining Company and Subsidiaries The following table details Homestake's total cash costs per ounce by location:

(a) Eskay Creek's costs per ounce were calculated on a by-product basis. Included as a credit against costs in the 2001 third quarter and year-to-date periods were revenues from the sale of 3.9 million and 11.4 million ounces of silver, respectively, at average prices of $4.35 and $4.43 per ounce respectively. Included as a credit against costs in the 2000 third quarter and year-to-date periods were revenues from the sale of 3.6 million and 10.7 million ounces of silver at average prices of $4.86 and $5.02 per ounce, respectively. If Eskay Creek silver production had been accounted for as a co-product, whereby costs were allocated separately to gold and silver based on their relative sales values, consolidated total cash costs would have been $177 and $184 per ounce, in the 2001 and 2000 third quarters, respectively, and $175 and $187 for the year-to-date periods in 2001 and 2000, respectively. For comparison purposes, costs per ounce include estimated third-party costs incurred by smelter owners and others to produce marketable gold and silver. 26 Homestake Mining Company and Subsidiaries The following table details Homestake's consolidated production costs per ounce:

(1) Homestake reports per ounce production costs in accordance with the "Gold Institute Cost Standard". Australia Australian production increased by 1% to 216,900 ounces during the third quarter of 2001 from 214,600 ounces during the third quarter of 2000, due to increased production at the Plutonic mine partially offset by lower production at Kalgoorlie, and slightly lower production at the Darlot and Lawlers mines. The weighted average total cash cost at the Australian mines was $181 per ounce during the third quarter of 2001 compared to $191 per ounce during the same period in 2000. During the third quarter of 2001, production at Homestake's 50% owned Kalgoorlie operations decreased by 9% to 84,300 ounces at a total cash cost of $201 per ounce compared to 92,400 ounces at a total cash cost of $183 during the third quarter a year ago. The lower gold output and the increased cash costs were primarily due to lower mill throughput, lower average ore grade and lower gold recovery. The operation principally sourced its ore from the lower-grade areas of the pit with abnormally high concentration of voids left from past underground mining. The lower recoveries were mainly due to lower ore grade of the ore feed to the mill. Homestake's lOO%-owned Yilgarn operations, consisting of the Plutonic, Darlot and Lawlers mines, increased production by 9% to 132,600 ounces at a weighted average total cash cost of $169 per ounce during the third quarter of 2001 compared to 122,200 ounces at a weighted average total cash cost of $197 per ounce a year ago, reflecting higher production at the Plutonic mine partially offset by slightly lower production at the 27 Homestake Mining Company and Subsidiaries Darlot and Lawlers mines. Production at the Plutonic mine totaled 76,400 ounces at a total cash cost of $157 per ounce during the third quarter of 2001 compared to 61,000 ounces at a total cash cost of $201 per ounce during the same period in 2000. The increase in production is due to operating efficiencies resulting from higher grade and recovery in the third quarter of 2001 compared to the same period in 2000. Cash costs decreased by $44 per ounce primarily due to the increased production and the weaker Australian dollar. During the third quarter of 2001, the Darlot mine produced 31,500 ounces at a total cash cost of $178 per ounce compared to 35,000 ounces at a total cash cost of $168 per ounce during the third quarter of 2000. The increase in total cash costs is a result of lower production resulting from lower ore grades. The Lawlers mine produced 24,700 ounces at a total cash cost of $193 per ounce compared to 26,200 ounces at a total cash cost of $227 per ounce a year ago. The decrease in total cash costs is primarily due to favorable impact of a weaker Australian dollar. At the recently acquired Cowal project, Homestake has commenced its own detailed evaluation program. One drill rig is active and a second is in the process of being mobilized. Canada Canadian gold production decreased 7% to 146,200 ounces during the third quarter of 2001 from 156,900 ounces in 2000. During the third quarter of 2001, the weighted average total cash cost per ounce from the Company's Canadian mines increased to $126 per ounce from $107 per ounce a year ago primarily due to lower silver by-product credits at the Eskay Creek mine and increased unit mining costs at the Hemlo operations, as a result of lower ore grades. At the Eskay Creek mine, third quarter 2001 production totaled 78,800 ounces at a total cash cost of $60 per ounce compared to 81,900 ounces at a total cash cost of $33 per ounce during the same period in 2000. The decrease in production was as a result of lower grades in the direct shipment ore. The increase in total cash costs reflects higher fuel, transportation and smelting charges related to higher volumes of shipped concentrates, lower silver by-product credits and increased third-party treatment charges. By-product silver credits were lower due to a $0.50-per-ounce decline in the average price of silver realized in the third quarter of 2001 compared to 2000. Site costs were also marginally higher as ore continued to be sourced from smaller ore bodies characterized by higher mining costs. At the Hemlo operations, Homestake's 50% share of the third quarter of 2001 production from the combined Williams and David Bell mines totaled 67,400 ounces at an average total cash cost of $203 per ounce compared to 75,000 ounces at an average total cash cost of $187 per ounce for the same quarter of 2000. The reduction in gold production and the increase in total cash costs during the third quarter of 2001 are mainly due to greater quantities of lower grade material sourced from the open pit, and production from lower grade stopes. The effect of processing lower grade material was partially offset by higher mill throughput, which averaged 10,607 tons of ore per day in the third quarter. United States United States production increased by 20% to 219,900 ounces during the third quarter of 2001 compared to 184,000 ounces in the corresponding quarter of 2000, primarily due to higher production at the Round Mountain mine. The weighted average United States total cash cost decreased by 16% to $176 per ounce during the third quarter of 2001 compared to $209 per ounce during the third quarter of 2000. During the third quarter of 2001, Homestake's 50% share of production from the Round Mountain mine amounted to 102,900 ounces compared to 77,800 ounces in the third quarter of 2000. Total cash costs decreased to $184 per ounce during the third quarter of 2001 from $202 per ounce during the same period in 2000. The higher production is due primarily to increased tons leached on the reusable pad. Lower cash costs were mainly due to the increase in production. Homestake's wholly-owned Ruby Hill mine produced 34,600 ounces at a total cash cost of $104 per ounce during the third quarter of 2001 compared to 35,600 ounces at a total cash cost of $97 per ounce for the comparable period of 2000. The decrease in production was due to lower recovery rates during the third quarter of 2001. The Ruby Hill mine will complete mining in December 2002. Production from the Homestake mine increased to 45,900 ounces during the third quarter of 2001 from 40,600 ounces during the same period in 2000. Total cash costs during the third quarter of 2001 were $193 per ounce compared to $287 per ounce during the corresponding period of 2000. The reduction in cash costs is mainly due to lower mining costs associated with the planned mine closure. The Homestake mine is gradually 28 Homestake Mining Company and Subsidiaries reducing its workforce and site costs in accordance with a planned mine-out schedule. By the end of October 2001, all abandoned mine sites related to and in the proximity of the Homestake mine had been rehabilitated and several equipment components and facilities had either been closed and disposed of or cleaned up and removed. During the third quarter of 2001, gold production from the processing of the residual stockpiles at the McLaughlin mine totaled 29,400 ounces compared to 25,800 ounces during the third quarter in 2000. Total cash costs decreased to $214 per ounce during the third quarter of 2001 compared to $240 per ounce for the third quarter of 2000. The Company's share of production from the Marigold mine was 7,100 ounces during the third quarter of 2001 at a total cash cost of $163 per ounce compared to 4,200 ounces at a total cash cost of $339 per ounce during the same period in 2000. South America Homestake's share of production at its 51%-owned Agua de la Falda mine amounted to 4,600 ounces at a total cash cost of $222 per ounce during the third quarter of 2001 compared to 3,400 ounces of gold at a total cash cost of $223 per ounce in the third quarter of 2000. Homestake's 60%-owned Veladero project in northwestern Argentina has completed its 2000-2001 field season. During the third quarter, Homestake focused on continuing the metallurgical testing, incorporating and interpreting new drill results and updating the mine planning, process design, permitting, capital and operating cost estimates, and financial models. The engineering studies have advanced to further refine the mining plan and process flow sheet for the project. Costs associated with the Veladero project are included in exploration expenses. The costs incurred during the third quarter and year-to-date of 2001 were $743,000 and $9.7 million respectively, compared to $1.4 million and $9.5 million, respectively for the same periods in 2000. Other loss for the three months ended September 30, 200l includes foreign exchange losses of $7.6 million relating to intercompany loans. During the 2001 third quarter, other loss also includes $850,000 of pension plan curtailment and settlement gains. Other loss during the first nine months of 2001 includes foreign exchange losses of $16.3 million, $2.4 million related to foreign currency contracts and $13.9 million related to intercompany loans. In addition, other loss during the nine month period of 2001 also includes the $1.3 million gain from the sale of oil and gas assets, a gain of $2.4 million for the sale of mining information related to the Just-in-Case property in Western Australia and $4.1 million for the recognition of pension plan curtailment and settlement gains. Other loss in the first nine months of 2000 includes foreign exchange losses of $35.5 million, $16.0 million related to foreign currency contracts and $19.5 million related to intercompany loans, respectively. Depreciation, depletion and amortization expense of $110.7 million during the first nine months of 2001 was comparable to $107.4 million in the same period of 2000. The effects of higher production and the increases in property, plant and equipment resulting from the conversion of certain Australian mines from contract to owner mining were partially offset by reserve expansions. Exploration expense for the first nine months of 2001 decreased to $28.9 million compared to $35.3 million a year ago reflecting a general reduction in spending in the Company's overall exploration activities partially offset by a slight increase in exploration spending at the Veladero project. Income tax expense for the first nine months of 2001 was a benefit of $9.8 million compared to an expense of $9.9 million for the same period in 2000. The current year's tax benefit reflects the geographic mix of pre-tax income and losses. No tax benefits are being recognized on the United States, Australian and South American losses. The Company's consolidated effective income tax rate fluctuates depending on the geographic mix of pre-tax income and losses. Minority interests: During the first nine months of 2001, minority interests'share of losses in consolidated subsidiaries decreased to $1.3 million compared to $1.9 million in the first nine months of 2000, primarily reflecting lower exploration expenditures at the Agua de la Falda joint venture. 29 Homestake Mining Company and Subsidiaries LIQUIDITY AND CAPITAL RESOURCES Cash provided by continuing operations totaled $80.1 million in the first nine months of 2001 compared to $91.9 million in the first nine months of 2000. Working capital at September 30,2001, amounted to $204.9 million, including cash and equivalents and short-term investments of $189.2 million. Capital expenditures of $68.0 million during the first nine months of 2001 compares to capital expenditures of $56.0 million during the first nine months of 2000. Capital expenditures in 2001 include $11.9 million at Round Mountain, primarily for new haul trucks, $20.6 million at the Yilgarn operations, primarily for mine development and mining equipment required for the conversion to owner mining, $11.5 million for the Cowal property purchase, $7.7 million at the Eskay Creek mine for the construction of the water treatment plant and $5.9 million at Kalgoorlie primarily for the purchase of additional haul trucks. The balance of the 2001 capital expenditures primarily relate to sustaining capital at the Company's operating mines. Capital expenditures in 2000 included approximately $22.0 million at the Yilgarn operations primarily for underground development work, $13.8 million at Kalgoorlie primarily for owner mining equipment and a flotation circuit upgrade, and $5.5 million at the Eskay Creek mine for a new tailings pipeline and other capital improvements with the balance primarily relating to sustaining capital at the Company's operating mines. The Company has a cross-border credit facility ("Credit Facility") providing a total availability of $430.0 million. The facility is available through July 14, 2003 and provides for borrowings in United States, Canadian and Australian dollars, or gold, or a combination of these. At September 30, 2001, Canadian dollar borrowings under the Credit Facility of $136.0 million (C$214.8 million) were outstanding. The Company pays a commitment fee on the unused portion of this facility ranging from 0.15% to 0.35% per annum, depending upon rating agencies' ratings for the Company's senior debt. The credit agreement includes a minimum consolidated net worth test. Interest on the Canadian dollar borrowings is payable quarterly and is based on the Bankers' Acceptance discount rate plus a stamping fee. At September 30, 2001, this rate was 4.12%. Debt repayments during the first nine months of 2001 were $15.3 million compared to $136.3 million in the prior year's first nine months. Debt repayments in 2001 primarily reflect capital lease principal payments and a repayment on the Credit Facility. In addition, the Company received $3.9 million of capital lease proceeds related to the acquisition of the new haul trucks at Kalgoorlie. During the first nine months of 2000, the Company drew down $99.2 million on the Credit Facility and repaid $135.0 million of the 5.5% convertible subordinated notes. In addition, the Company received $6.7 million of capital lease proceeds. Foreign currency, gold and other commitments Homestake's precious metals hedging policy provides for the use of forward sales contracts to hedge up to 30% of each of the following ten year's expected annual gold production, and up to 30% of each of the following five year's expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for the use of combinations of put and call option contracts to establish minimum floor prices. Homestake does not hold or issue financial instruments or derivative financial instruments for trading purposes or to create hedge positions in excess of forecast identifiable exposures. During the third quarter of 2001 and 2000, the Company delivered 111,000 and 101,300 ounces of gold under hedge contracts at average prices of $260 and $312 per ounce, respectively. During the first nine months of 2001 and 2000, the Company delivered 309,000 and 243,800 ounces of gold under hedge contracts at average prices of $264 and $325 per ounce, respectively. During the first nine months of 2000, the Company also delivered 655,000 ounces of silver at an average price of $6.30 per ounce under maturing forward sales and option contracts. The foregoing hedging activities decreased revenues in the nine months ended September 30, 2001 by approximately $1.5 million and increased revenues by $11.8 million during the same period in 2000, respectively, versus the then prevailing spot prices. The estimated fair value of the Company's remaining gold hedge position at September 30, 200l is approximately $1.4 million. The Company's gold hedge program at September 30, 2001, covers 30 Homestake Mining Company and Subsidiaries approximately 10% of its proven and probable reserves and contains no exposure to floating lease rates or margin call requirements. Under the Company's foreign currency protection program, the Company entered into foreign currency option contracts to minimize the effects of the strengthening of the Canadian and/or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program. Contracts outstanding at September 30, 2001 are expected to remain in place until maturity. Realized and unrealized gains and losses on this program are recorded in other income. At September 30, 2001 the Company had a net unrealized loss of $1.7 million on open contracts under this program. Part II-OTHER INFORMATION Item 1-Legal Proceedings ------------------------ In October 1997, HCI entered into an agreement with Inmet Mining Corporation ("Inmet") to purchase the Troilus mine in Quebec for $110.0 million plus working capital. In December 1997, HCI terminated the agreement after determining that, on the basis of due diligence studies, conditions to closing the arrangement would not be satisfied. On February 23, 1998, Inmet filed suit against HCI in the British Columbia Supreme Court, disputing the termination of the agreement, and alleging that HCI had breached the agreement. Inmet seeks specific performance or, in the alternative, equitable damages. Homestake believes that the agreement with Inmet was terminated properly and that the action by Inmet is without merit. Trial of this action commenced in February and was completed by June 2001. The judge's final decision is pending. In addition, Homestake and its subsidiaries are defendants in various legal actions in the ordinary course of business. In the opinion of management, the above matters will be resolved without a material adverse effect on Homestake's financial condition, results of operations or cash flow. Item 5-Other Information (a) CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained in this Form 10-Q that are not statements of historical facts are "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on beliefs of management, as well as assumptions made by and information currently available to management. Forward looking statements include those preceded by the words "believe," "estimate," "expect," "intend, " "will," and similar expressions, and include estimates of reserves, future production, costs per ounce, dates of construction completion, costs of capital projects and commencement of operations. Forward looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Some important factors and assumptions that could cause actual results to differ materially from expected results are discussed below. Those listed are not exclusive. Estimates of reserves and future production for particular properties and for the Company as a whole are derived from annual mine plans that have been developed based on mining experience, assumptions regarding ground conditions and physical characteristics of ore (such as hardness and metallurgical characteristics), expected rates and costs of production, and estimated future sales prices. Actual production may vary for a variety of reasons, such as the factors described above, ore mined varying from estimates of grade and metallurgical and other characteristics, mining dilution, actions by labor, and government imposed restrictions. Estimates of production from properties and facilities not yet in production are based on similar factors but there is a greater likelihood that actual results will vary from estimates due to a lack of actual experience. Cash 31 Homestake Mining Company and Subsidiaries cost estimates are based on such things as past experience, reserve and production estimates, anticipated mining conditions, estimated costs of materials, supplies and utilities, and estimated exchange rates. Noncash cost estimates, based on total capital costs and reserve estimates, change based on actual amounts of unamortized capital, changes in reserve estimates, and changes in estimates of final reclamation. Estimates of future capital costs are based on a variety of factors and include past operating experience, estimated levels of future production, estimates by and contract terms with third-party suppliers, expectations as to government and legal requirements, feasibility reports by Company personnel and outside consultants, and other factors. Capital cost estimates for new projects are subject to greater uncertainties than additional capital costs for existing operations. Estimated time for completion of capital projects is based on such factors as the Company's experience in completing capital projects, and estimates provided by and contract terms with contractors, engineers, suppliers and others involved in design and construction of projects. Estimates reflect assumptions about factors beyond the Company's control, such as the time government agencies take in processing applications, issuing permits and otherwise completing processes required under applicable laws and regulations. Actual time to completion can vary significantly from estimates. See the Company's Form 10-K/A Report for the year ended December 31, 2000, "RISK FACTORS" and "CAUTIONARY STATEMENTS" included under Part I-Item 1, for a more detailed discussion of factors that may impact on expected future results. Item 6-Exhibits and Reports on Form 8-K (a) Exhibits None (b) Form 8-K The Company filed a report on Form 8-K on November 12, 2001 to provide the consent of PricewaterhouseCoopers LLP Independent Accountants, relating to the incorporation by reference in certain Homestake registration statements, of the December 31, 2000 consolidated financial statements contained in the Report on From 10-K/A for the year ended December 31, 2000. 32 Homestake Mining Company and Subsidiaries SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HOMESTAKE MINING COMPANY Date: November 14, 200l By /s/ David W. Peat ------------------------------- David W. Peat Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Date: November 14, 200l By /s/ Alex G. Morrison ------------------------------- Alex G. Morrison Vice President and Controller (Principal Accounting Officer) 33

HOMESTAKE MINING CO /DE/ 10-Q