(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2009 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Idaho | 82-0109423 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
505 Front Ave., P. O. Box
I
Coeur dAlene, Idaho (Address of principal executive offices) |
83816
(Zip Code) |
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01 per share | New York Stock Exchange/Toronto Stock Exchange/Australian Stock Exchange |
Large accelerated
filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
56
57
58
80
81
82
F-23
F-45
F-46
F-49
Item 1.
Business
Coeur owns, either directly or indirectly, 100% of Coeur
Mexicana S.A. de C.V., which operates the underground and
surface Palmarejo silver and gold mine in Mexico. The Palmarejo
mine poured its first silver/gold doré on March 30,
2009 and began shipping doré on April 16, 2009.
Palmarejo produced 3.0 million ounces of silver and 54,740
gold ounces during this initial year of operation. During 2009,
the Company increased reserves at Palmarejo by 49.6% or 31.5
silver ounces and 54.0% or 408,000 gold ounces after giving
effect for the 2009 production. The Company also controls other
exploration-stage properties in northern Mexico. On
January 21, 2009, the Company entered into a gold
production royalty transaction with Franco-Nevada Corporation
under which Franco-Nevada purchased a royalty covering 50% of
the life of mine gold to be produced by Coeur from its Palmarejo
silver and gold mine in Mexico. The royalty is payable when the
market price per ounce of gold is greater than $400.00.
Coeur owns, either directly or indirectly, 100% of Empresa
Minera Manquiri S.A., a Bolivian company that controls the
mining rights for the San Bartolomé mine, which is a
surface silver mine in Bolivia where commercial production
commenced in June 2008. San Bartolomé produced
7.5 million ounces of silver during its first full year of
operation in 2009. The mine plan has been temporarily adjusted
during a temporary suspension of mining above 4,400 meters while
stability studies of the Cerro Rico Mountain are undertaken by
COMIBOL. Mining continues on the remainder of the property.
The Company owns 100% of Coeur Alaska, Inc., which owns the
Kensington property, an advanced underground gold property
located north of Juneau, Alaska, which is an advanced
development-stage underground gold property. Construction
activities have recommenced at the Kensington mine and
production is expected to begin in the third quarter of 2010. A
lawsuit was filed in 2005 in Federal Court challenging a permit
necessary for construction of a tailings facility at the
Kensington property. During 2008, the Company completed all
surface facility construction activities not impacted by the
legal challenge. On June 22, 2009, the U.S. Supreme
Court reversed the Ninth Circuit Court of Appeals decision that
invalidated the previously issued U.S. Army Corps of
Engineers Section 404 permit for the tailings facility for
the Kensington gold mine, and on August 14, 2009, the
U.S. Army Corps of Engineers re-activated the
Companys 404 permit clearing the way for construction at
the tailings facility to continue.
The Company owns 100% of Coeur Rochester, Inc., which has owned
and operated the Rochester mine, a silver and gold surface
mining operation located in northwestern Nevada since 1986. The
active mining of ore at the Rochester mine was completed during
2007; however, silver and gold production is expected to
continue through 2014 as a result of continuing heap leaching
operations. During 2009, the Company completed a technical and
economic evaluation of an expansion of mining operations at its
Rochester mine. This study envisions an average of
2.9 million ounces of incremental annual silver production
and 30,000 ounces of further gold production through 2017. The
Company expects to complete the permitting necessary for
construction of facilities to restart active mining in the
second half of 2010. Rochester produced 2.2 million ounces
of silver and 12,663 ounces of gold in 2009.
2
Table of Contents
Coeur owns, either directly or indirectly, 100% of the capital
stock of Coeur Argentina S.R.L.
,
which owns and operates
the underground high-grade silver and gold Martha mine located
in Santa Cruz, Argentina. Mining operations commenced at the
Martha mine in June 2002. In 2007, the Company built a
stand-alone mill to process ore from the Martha mine which
previously was transported to its Cerro Bayo mine in Chile for
processing. The Company carries on an active exploration program
at its Martha mine and on its other exploration properties in
Santa Cruz, which totals over 560 square miles. During
2009, Martha produced 3.7 million ounces of silver, the
most in its history. Due to depletion of the ore reserve at the
Martha mine, the Company expects operating activities will cease
in late 2010, unless additional mineralization is discovered
during the year.
In May 2005, the Company acquired, for $44.0 million, all
of the silver production and reserves (up to 20.0 million
payable ounces) contained at the Endeavor mine in Australia,
which is owned and operated by Cobar Operations Pty. Limited, a
wholly-owned subsidiary of CBH Resources Ltd. (CBH).
The Endeavor mine is an underground zinc, lead and silver mine
located in New South Wales, Australia, which has been in
production since 1983. Endeavor produced 461,800 ounces of
silver in 2009.
Coeur owns, either directly or indirectly, 100% of Compania
Minera Cerro Bayo Limitada, which controls the Cerro Bay mine in
southern Chile. Cerro Bay comprises a gold and silver
underground mine and processing facilities. The ore deposits at
the Cerro Bayo districts were discovered in the late 1990s
and exploration discoveries have been made consistently from
then to the present. Operations commenced in 1995 and continued
uninterrupted until 2000 when a brief production hiatus
occurred. That same year new deposits were discovered and
production recommenced there in late 2001 and ore processing
restarted in April 2002. The Company carries on an active
exploration program on its 132 square mile (34,106
hectares) property package encompassing the mine and mill
complex and exploration area. During the fourth quarter of 2008,
the Company suspended operations at Cerro Bayo in order to
conserve existing reserves and to focus on exploration and
development of new discoveries and existing veins. The
suspension resulted in no silver and gold production in 2009.
Effective July 1, 2009, the Company sold its 100% interest
in silver contained at the Broken Hill mine for
$55.0 million in cash to Perilya Broken Hill Ltd.
Year Ended December 31,
2009
2008
2007
High
Low
High
Low
High
Low
$
19.28
$
10.45
$
20.70
$
8.81
$
15.67
$
11.54
$
1,212.50
$
810.00
$
1,011.25
$
712.50
$
841.10
$
608.40
3
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4
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5
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6
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7
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43
31
74
34
16
31
179
299
586
1
1,294
(1)
The Company maintains three labor agreements in South America,
consisting of a labor agreement with Syndicato de Trabajadores
de Compañía Minera Cerro Bayo Ltd. at its Cerro Bayo
mine in Chile, a labor agreement with Associacion Obrera Minera
Argentina at its Martha mine in Argentina and a labor agreement
with Sindicato de la Empresa Minera Manquiri at its
San Bartolomé mine in Boliva. The agreement at Cerro
Bayo is effective from December 24, 2007 to
December 21, 2010 and the agreement at Mina Martha is
effective from June 12, 2006 to June 1, 2010. The
Bolivian labor agreement, which became effective
October 11, 2007, does not have a fixed term. As of
December 31, 2009, approximately 19% of the Companys
worldwide labor force was covered by collective bargaining
agreements.
8
Table of Contents
CoeurPercentage
Ownership at
Percentage of Total Revenues(2)
December 31,
For The Years Ended December 31,
2009
2009
2008
2007
2006
2005
100
%
30
%
%
%
%
%
100
38
10
100
15
18
19
18
14
100
15
40
52
53
46
100
2
7
4
3
1
100
25
25
26
39
100
%
100
%
100
%
100
%
100
%
(1)
Ownership interest reflects the Companys ownership
interest in the propertys silver production. Other
constituent metals are owned by another non-affiliated entity.
(2)
Effective July 1, 2009, the Company sold to Perilya Broken
Hill Ltd. its 100% interest in silver contained at the Broken
Hill mine for $55.0 million in cash.
9
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10
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11
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Item 1A.
Risk
Factors
12
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13
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14
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15
Table of Contents
16
Table of Contents
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
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21
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Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
22
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23
Table of Contents
2009
2008
2007
(1, 2, 3, 4, 5)
131
160
3.29
6.35
430
1,015
31,241
35,147
42,043
3.83
3.81
3.64
119,603
134,015
153,003
31,372
35,307
42,043
3.83
3.82
3.64
120,033
135,030
153,003
2009
2008
2007
36,953
37,087
15,567
1.75
1.75
2.22
2009
2008
2007
1,518,671
505,514
5.49
7.46
89.6
75.8
7,469,222
2,861,500
$
7.80
$
8.22
$
2.68
2.31
10.48
10.53
2.48
1.97
$
12.96
$
12.50
$
(1)
Current ore reserves are effective as of December 31, 2009.
The metal price used for current ore reserves was $13.25 per
ounce of silver.
(2)
Ore reserves are open pit-minable and include variable mining
recovery factors from 96.1 to 100%
24
Table of Contents
(3)
Metallurgical recoveries are variable per ore type but average
62.2% based on operating experience to date for silver and
should be applied to the total contained silver ounces.
(4)
Ore reserves were prepared by G. Blaylock (consultant Mining
Engineer) and J. Sims (Geologist) of the Companys
technical staff.
(5)
Proven and probable ore reserves are defined by surface drill
holes and pits (pozos) with an average spacing of no more than
70 meters. Proven reserves are those reserves in stockpile at
the end of 2009. The grade of ore reserve block is determined by
the grade of proximal drill hole and/or pit composites and
three-dimensional models of geologic controls. A minimum of 8
and maximum of 20 composite were used to classify proven and
probable ore reserves and variable geostatistical estimation
variances. Mineralized material is similarly classified.
(6)
Includes production taxes and royalties, if applicable.
(7)
Costs per ounce of silver represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Reconciliation of
Non-GAAP Cash Costs to GAAP Production Costs.
25
Table of Contents
2009
2008
2007
(1, 2, 3, 4, 5)
18
55
55.86
52.95
992
2,924
0.07
0.07
1,000
4,100
38
58
98
33.14
31.22
54.55
1,249
1,817
5,369
0.04
0.04
0.07
1,400
2,000
6,500
38
76
154
33.14
36.99
53.97
1,249
2,809
8,293
0.04
0.04
0.07
1,400
3,000
10,600
2009
2008
2007
29
46
92
59.54
29.5
36.80
0.05
0.02
0.05
26
Table of Contents
2009
2008
2007
109,974
57,886
37,047
36.03
49.98
78.10
0.049
0.065
0.120
93.6
93.7
95.0
87.6
88.3
92.7
3,707,544
2,710,673
2,748,705
4,709
3,313
4,127
$
6.19
$
6.87
$
5.54
0.49
0.70
0.73
6.68
7.57
6.27
1.94
1.81
0.51
$
8.62
$
9.38
$
6.78
(1)
Current ore reserves are effective as of December 31, 2009.
Metal prices used for current ore reserves were $16.00 per ounce
of silver and $950 per ounce of gold
(2)
Ore reserves are underground minable and include a variable
dilution, at zero grade, added to vein true widths. Mining
recovery is 90% on stope ore and on development ore.
(3)
Metallurgical recovery factors of 93% for silver and 90% for
gold should be applied to the contained silver and gold ounces.
(4)
Ore reserves were prepared by J. Sims (Geologist) and K. Flores
(Mining Engineer) of the Companys technical staff.
(5)
Ore reserves are defined with polygonal estimation using
underground channels and drill hole samples. For probable
reserves: An area demonstrating grade continuity with channel
sample or drill hole spacing less than 25 meters. Mineralized
material is similarly classified.
(6)
Includes production taxes and royalties, if applicable.
(7)
Cash costs per ounce of silver or gold represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Reconciliation of
Non-GAAP Cash Costs to GAAP Production Costs.
27
Table of Contents
28
Table of Contents
2009
2008
2007
(1, 2, 3, 4,5)
41
440
8.32
9.73
345
4,280
0.05
0.15
2,000
67,100
734
547
342
9.86
10.18
8.64
7,242
5,564
2,954
0.08
0.07
0.13
55,000
38,000
44,500
775
547
782
9.78
10.18
9.26
7,587
5,564
7,234
0.07
0.07
0.14
57,000
38,000
111,600
2009
2008
2007
769
908
1,266
10.36
9.71
8.10
0.15
0.14
0.14
2009
2008
2007
236,403
387,378
5.54
4.68
0.102
0.105
93.4
94.4
90.2
92.2
1,224,083
1,709,830
21,761
37,479
$
$
8.56
$
8.22
8.56
8.22
6.09
3.60
$
$
14.65
$
11.82
29
Table of Contents
(1)
Current ore reserves are effective as of December 31, 2009.
Metal prices used to calculate proven and probable reserves were
$14.50 per ounce of silver and $850 per ounce of gold.
(2)
Ore reserves are minable reserves within underground mine
designs and include factors for mining dilution and recovery.
Veins are diluted to a minimum mining width of 2.4 meters at
zero grade. Mining recovery is 90%.
(3)
Metallurgical recoveries of 93.4% and 90.5% should be applied to
the contained silver and gold ounces, respectively.
(4)
Ore reserve estimates were prepared by J. Sims (Geologist), and
D. Duffy (Mining Engineer) of the Companys technical staff.
(5)
Proven and probable reserves are defined by geostatistical
methods within manual boundaries based on grade thickness
contouring. For proven reserves: An area demonstrating grade
continuity defined by two or more bounding horizontal levels of
drill holes or channel samples spaced vertically no more than
about 12.5 meters containing horizontally spaced samples less
than 5 meters apart the key feature being
confirmation on two levels. For probable reserves: An area
demonstrating grade continuity with channel sample or drill hole
spacing less than about 35 meters. Mineralized material is
similarly classified .
(6)
Cash costs per ounce of silver or gold represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Reconciliation of
Non-GAAP Cash Costs to GAAP Production Costs.
30
Table of Contents
31
Table of Contents
2009
2008
2007
(1, 2, 3, 4,5)
7,277
6,840
5.05
5.09
37,121
34,844
0.06
0.06
442,000
406,000
10,623
5,355
5.03
5.37
53,400
28,732
0.06
0.07
660,000
350,000
17,900
12,195
5.06
5.21
90,521
63,576
0.06
0.06
1,102,000
756,000
2009
2008
2007
(1, 2, 3, 4)
4,493
15,373
16,105
3.48
3.47
5.51
0.05
0.04
0.06
2009
2008
2007
1,065,508
4.31
.058
66.3
88.2
3,047,843
54,740
$
9.80
$
$
9.80
17.00
$
26.80
$
$
(1)
Current ore reserves are effective as of December 31, 2009.
Metal prices used in calculating proven and probable reserves
were $14.50 per ounce of silver and $850 per ounce of gold.
32
Table of Contents
(2)
The ore reserves are underground and open pit minable and
include factors for mining dilution and recovery. For
underground-minable reserves, 10% additional tons at zero grade
and 100% mining recovery was applied to the Palmarejo mine and
16% average additional tons at 0.69 g/t Au and 58.3 g/t Ag as
dilution for the Guadalupe deposit and 100% mining recovery. For
open pit-minable reserves, 10% additional tons at zero grade as
mining dilution was added and a 95% mining recovery for the
Palmarejo open pit. For Guadalupe open pit reserves a variable
dilution and 95% mining recovery was applied.
(3)
Metallurgical recovery factor of 90.8% and 93.8% should be
applied to the contained silver and gold reserve ounces,
respectively.
(4)
The ore reserves were estimated by G. Blaylock (Mine Engineer
consultant) and J. Sims (Geologist) of the Companys
technical staff and the independent consulting firm of Mine
Development Associates.
(5)
Proven and probable reserves are defined by exploration holes
drilled from stations on a nominal grid spacing of 40 meters.
Proven reserves is material demonstrating grade continuity that
is less than or equal to 15 meters distance from the nearest
hole, with a minimum of 5 samples, no more than 2 of which
originate from the same diamond drill hole. Sample spacing for
probable reserves was less than or equal to approximately 40
meters.
(6)
Cash costs per ounce of silver or gold represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Reconciliation of
Non-GAAP Cash Costs to GAAP Production Costs.
33
Table of Contents
2009
2008
2007
(1, 2, 3, 4, 5,6)
31,821
0.58
18,361
0.006
185,000
10,596
0.71
7,523
0.005
48,000
42,417
0.61
25,884
0.005
233,000
34
Table of Contents
2009
2008
2007
104,783
114,058
32,664
0.52
0.54
0.85
0.004
0.005
0.006
2009
2008
2007
2,962
5,061
0.65
0.006
141.4
%
167.6
%
2,181,788
3,033,721
4,614,780
12,663
21,041
50,408
$
1.95
$
(0.75
)
$
0.99
.63
.72
.53
2.58
(0.03
)
1.52
0.93
0.78
2.30
$
3.51
$
0.75
$
3.82
(1)
Current ore reserves are effective as of December 31, 2009.
Metal prices used in calculating proven and probable reserves
were $14.50 per ounce of silver and $850 per ounce of gold.
(2)
Reserves were estimated with a cutoff grade of 0.54 silver
equivalent ounces per ton.
(3)
The mineralized material was estimated with gold and silver
prices of $1100 and $17.00 per ounce, respectively, historical
metallurgical recoveries for gold and silver, historical mine
operating costs within a non-optimized
Whittle
®
open pit model, and include no additional factors for mining
dilution or recovery. The estimate of mineralized material and
reserves was constrained to exclude any silver and gold
mineralization beneath existing leaching operations.
(4)
The Company estimates the ultimate metallurgical recovery to be
approximately 61% for silver and 92% for gold. However, ultimate
recoveries will not be known until leaching operations cease..
Current recovery may vary significantly from ultimate recovery,
calculated based on the ounces recovered as a percent of the
ounces placed on the pad. The ore reserves were estimated by J.
Sims (Geologist) and C. Kiel (Superintendent of Rochester
Technical Services) of the Companys technical staff. The
firm of Pincock, Allen & Holt, an independent
consulting group, was used to review engineering studies and the
consulting firm of Reserva International was used to model
results from drilling l.
(5)
Ore reserves are defined by drilling on grid of 100 feet by
200 feet, or closer, and includes open pit mine production
sampling to assist with determination of gold and silver grades.
The grade is defined by the number of proximal composites and
three-dimensional geologic controls. The number of drill samples
used in estimation of grades must be at least 4 with a maximum
search distance 150 feet at Rochester and 120 feet at
Nevada Packard.
(6)
Mining and crushing operations terminated in August 2007 and are
planned to resume in 2010. L leaching will continue until
approximately 2 years following depletion of the ore
reserves.
35
Table of Contents
(7)
Includes production taxes.
(8)
Cash costs per ounce of silver or gold represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Reconciliation of Non-GAAP Cash
Costs to GAAP Production Costs.
36
Table of Contents
2009
2008
2007
(1, 2, 3, 4)
1,984
3,417
8,818
1.93
1.47
1.52
3,820
5,019
13.375
6,393
5,842
10,913
3.15
3.55
1.52
20,139
20,753
16,551
8,377
9,259
19,731
2.86
2.78
1.52
23,959
25,772
29,926
2009
2008
2007
20,205
18,127
12,172
1.77
0.96
2.44
37
Table of Contents
2009
2008
2007
552,799
1,030,368
1,146,857
1.67
1.41
1.40
49.9
56.5
48.0
461,800
824,093
772,609
$
6.80
$
2.55
$
2.67
6.80
2.55
2.67
2.75
2.39
0.98
$
9.55
$
4.94
$
3.65
(1)
Ore reserves are effective as of June 30, 2009, which is
the end of the most recent fiscal year of the operator, CBH
Resources Ltd. These totals do not include additions or
depletions through December 31, 2009. Metal prices used
were $12.00 per ounce of silver.
(2)
The ore reserves are underground and open pit minable.
Underground reserves include variable mining dilution (10% to
20% additional waste) and mining recovery factor (50% -for
pillars to 95%). For open pit reserves 10% additional tons at
variable grades and 100% mining recovery was applied
(3)
Metallurgical recovery factor of 45% should be applied to the
silver reserve ounces.
(4)
Classification of reserves is based on spacing from drill hole
composites to reserve block centers. For proven reserves the
maximum distance is 20 meters and for probable reserves it is 40
meters. A minimum of 15 drill holes samples are used in
estimation of ore reserve grades. Mineralized material is
similarly classified.
(5)
Cash costs per ounce of silver represent a non U.S. GAAP
measurement that management uses to monitor and evaluate the
performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations; Reconciliation of Non-GAAP Cash
Costs to GAAP Production Costs.
38
Table of Contents
2008
2007
(1, 2, 3, 4, 5)
6,431
8,021
1.58
1.59
10,185
12,727
4,616
4,373
1.05
1.19
4,861
5,204
11,047
12,394
1.36
1.45
15,046
17,931
2008
2007
6,376
5,357
4.51
5.15
2009(7)
2008
2007
827,766
1,952,066
1,646,203
1.44
0.97
1.19
70.6
72.5
83.6
842,751
1,369,009
1,642,205
$
3.40
$
3.41
$
3.18
3.40
3.41
3.18
1.86
1.83
1.86
$
5.26
$
5.24
$
5.04
(1)
Ore reserves are effective as of June 30, 2008, which is
the end of the most recent fiscal year of the operator (PBH).
Metal prices used were $2.22 per ounce of silver.
(2)
The ore reserves are underground minable reserves and include
factors for mining dilution and recovery. Dilution ranges from
0% to 20% of additional tonnage while recovery ranges from 80%
to 100% of the diluted tonnage and averages 85%.
(3)
Metallurgical recovery factor of 72% should be applied to the
silver reserve ounces.
(4)
The ore reserves were estimated by the technical staff of CBH
Resources, the mine operator, and reviewed by B. OLeary
(Mine Engineer) and J. L. Sims (Geologist) of the Companys
technical staff.
(5)
The proven and probable reserves are a combination of zinc, lead
and silver mineralization remnant from historic mining and new
parts or extensions of the mine. Proven and probable reserves
must be accessible as
39
Table of Contents
defined by the site specific conditions of the mine.
Furthermore, reserves are defined by definition drilling on a
grid of 40 meters horizontally by 20 meters vertically and over
70% of the proven reserves are drilled on a 20 meter by 10 meter
grid.
(6)
Cash costs per ounce of silver represent a
non-U.S.
GAAP measurement that management uses to monitor and evaluate
the performance of its mining operations. See Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations; Reconciliation of Non-GAAP Cash
Costs to GAAP Production Costs.
(7)
Broken Hill was sold in July 2009, therefore, production totals
represent a partial year.
40
Table of Contents
2009
2008
2007
(1, 2, 3, 4, 5, 6)
199
199
21
0.38
0.38
0.23
76
76
5
5,301
5,301
4,397
0.26
0.26
0.31
1,402
1,402
1,347
5,500
5,500
4,419
0.27
0.27
0.31
1,478
1,478
1,352
2009
2008
2007
2,724
2,724
3,136
0.18
0.18
0.20
(1)
Current ore reserves are effective as of December 31, 2009.
Metal price used in calculating proven and probable reserves was
$750 per ounce of gold.
(2)
The ore reserves are underground minable and include factors for
mining dilution and recovery. A factor of approximately 10%
additional tonnage at 0.063 ounces per ton of dilution was
included. An average 97% mining recovery was included.
(3)
Metallurgical recovery factor of 95.3% should be applied to the
contained gold reserve ounces.
(4)
The ore reserves were estimated by J. Barry (Mine Engineer) and
J. Sims (Geologist) of the Companys technical staff.
Snowden Mining Industry Consultants, an independent consultant
group, performed an independent review of the Companys
updated resource estimate model used to prepare the ore reserve
estimates and AMEC, an independent consultant group, were used
to help prepare the Companys mine plan and mining cost
estimates.
(5)
Proven and probable reserves are defined underground drilling
and underground workings. In practice, reserve blocks are
defined by the number of proximal composites and
three-dimensional geologic controls. Proven ore
41
Table of Contents
reserves include stockpiled ore. Ore reserve must be defined by
at least 10 drill samples from at least 2 drill holes spaced not
more than 60 feet from the block center. Mineralized
material is similarly classified.
(6)
See the additional discussion Note U of the
consolidated financial statements for further details under
Federal Court of (Alaska) Kensington Project Permit
Challenge and Part I, Item 1A.
Risk Factors.
Drilling and engineering studies on the Guadalupe structure at
Palmarejo led to estimation of the first proven and probable ore
reserve estimate for that important gold and silver system in
south east Palmarejo.
Discovery of new high-grade mineralization at the La Negra
zone at Joaquin in Argentina located northwest of the
Companys Martha mill facility.
Discovery of a new gold-bearing vein and vein system at
Kensington called Kimberly. Fourteen core holes were completed
on this new discovery.
Definition drilling on the Delia vein at Cerro Bayo, discovered
in late 2008, resulting in the first proven and probable ore
reserve estimate for that gold and silver-bearing vein.
42
Table of Contents
Item 3.
Legal
Proceedings
.
Item 4.
Submission
of Matters to a Vote of Security
Holders
.
43
Table of Contents
Item 4A.
Executive
Officers of the
Registrant
.
67
Chairman of the Board
1992
Chief Executive Officer and President
1986
1980
38
Senior Vice President, Chief Financial Officer and Treasurer
2008
58
Senior Vice President, Operations
2007
56
Senior Vice President, Exploration
2004
43
Senior Vice President, General Counsel, Chief Administrative
Officer and Corporate Secretary
2009
57
President, Coeur South America
2008
56
Senior Vice President, North American Operations
2008
54
Senior Vice President, Chief Accounting Officer
2008
54
Vice President, Environmental Services
2005
57
Vice President, Human Resources
2008
41
Controller
2008
44
Table of Contents
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Maximum Number
(or Approximate
Total Number of
Dollar Value) of
Shares (or Units)
Shares (or Units)
Purchased as
That May Yet be
Total Number of
Average Price
Part of Publicly
Purchased Under
Shares (or Units)
Paid per Share
Announced Plans
the Plans or
Purchased(1)
(or Unit)
or Programs
Programs
3,898
9.00
1,231
7.70
3,144
8.60
937
11.00
570
10.53
9,780
8.99
45
Table of Contents
(1)
Represents shares withheld from employees to pay taxes related
to the vesting of restricted shares.
Maximum Number
Total Number of
(or Approximate
Shares (or Units)
Dollar Value) of
Sold as
Shares (or Units)
Total Number of
Average Price
Part of Publicly
That May Yet be
Shares (or Units)
Received per Share
Announced Plans
Sold Under the
Sold
(or Unit)
or Programs
Plans or Programs
1,988,057
(1)
6.50
1,074,773
(2)
6.80
127,320
(4)
10.58
3,556,561
(3)
13.03
3,215,467
(4)
13.60
784,466
(5)
15.19
1,951,700
(5)
16.20
2,074,305
(6)
22.11
93,848
(7)
19.69
14,866,497
13.68
(1)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $22.2 million aggregate principal amount of its
1.25% Convertible Senior Notes due 2024.
(2)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $16.6 million aggregate principal amount of its
3.25% Convertible Senior Notes due 2028.
(3)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $51.1 million aggregate principal amount of its
1.25% Convertible Senior Notes due 2024.
(4)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $63.0 million aggregate principal amount of its
3.25% Convertible Senior Notes due 2028.
(5)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $41.6 million aggregate principal amount of its
1.25% Convertible Senior Notes due 2024.
(6)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $43.0 million aggregate principal amount of its
1.25% Convertible Senior Notes due 2024.
(7)
Pursuant to privately-negotiated agreements, the Company agreed
to exchange $2.0 million aggregate principal amount of its
3.25% Convertible Senior Notes due 2028.
46
Table of Contents
2009
2008(1)
High
Low
High
Low
$
9.80
$
5.80
$
51.60
$
38.80
$
16.70
$
10.00
$
39.40
$
27.70
$
21.56
$
10.51
$
28.90
$
14.40
$
24.29
$
17.96
$
14.80
$
3.60
$
14.70
$
13.68
(1)
Common stock prices in 2008 have been adjusted to reflect the
1-for-10
reverse stock split. See Note N of the Companys
consolidated financial statements for further discussion.
47
Table of Contents
AMONG COEUR DALENE MINES CORPORATION,
S&P 500 INDEX AND PEER GROUP INDEX
Dec.
Dec.
Dec.
Dec.
Dec.
Dec.
2004
2005
2006
2007
2008
2009
100.00
101.9
125.96
125.70
22.39
45.96
100.00
104.89
121.46
128.13
80.73
102.08
100.0
131.53
160.00
191.59
157.47
202.45
48
Table of Contents
Item 6.
Selected
Financial Data
2009
2008
2007
2006
2005
(In thousands, except per share data)
$
300,618
$
170,874
$
194,717
$
192,782
$
152,014
(191,105
)
(106,582
)
(113,733
)
(88,014
)
(87,415
)
(85,570
)
(24,856
)
(17,930
)
(21,652
)
(17,082
)
23,943
39,436
63,054
83,116
47,517
22,097
25,846
23,875
19,369
20,624
15,209
20,531
11,941
9,474
10,553
11,801
3,155
97
16,950
6,057
507
2,365
1,600
49,204
66,482
36,323
31,208
38,834
(25,261
)
(27,046
)
26,731
51,908
8,683
31,988
(82,687
)
1,756
3,248
2,557
18,195
18,654
8,385
(18,102
)
(4,726
)
(365
)
(1,224
)
(2,485
)
(65,553
)
(413
)
17,830
17,430
5,900
(90,814
)
(27,459
)
44,561
69,338
14,583
25,921
17,500
(10,650
)
(3,934
)
(989
)
(64,893
)
(9,959
)
33,911
65,404
13,594
7,449
9,332
9,979
11,950
(3,043
)
25,537
11,132
$
(31,907
)
$
(627
)
$
43,890
$
88,486
$
10,551
(634
)
86
2,391
447
$
(31,907
)
$
(1,261
)
$
43,976
$
90,877
$
10,998
$
(0.91
)
$
(0.18
)
$
1.19
$
2.41
$
0.56
0.46
0.17
0.35
0.85
(0.12
)
$
(0.45
)
$
0.01
$
1.54
$
3.26
$
0.44
$
(0.91
)
$
(0.18
)
$
1.10
$
2.21
$
0.56
0.46
0.17
0.32
0.78
(0.13
)
$
(0.45
)
$
0.01
$
1.42
$
2.99
$
0.43
71,565
55,073
28,597
27,136
24,291
71,565
55,073
31,052
29,608
24,368
49
Table of Contents
2009
2008
2007
2006
2005
(In thousands except per share data)
$
3,054,035
$
2,928,121
$
2,651,694
$
849,626
$
594,816
$
(2,572
)
$
(8,533
)
$
152,390
$
383,082
$
281,977
$
872,222
$
981,225
$
812,650
$
210,117
$
206,921
$
1,993,205
$
1,785,912
$
1,727,367
$
580,994
$
341,553
(1)
In May 2009, the companys Board of Directors authorized a
1-for-10
reverse stock split which became effective on May 26, 2009.
Consequently, previously reported amounts for weighted average
number of shares of common stock have been adjusted to reflect
the
1-for-10
reverse stock split.
(2)
On December 21, 2007, the Company completed its acquisition
of all the shares of Bolnisi and Palmarejo in exchange for a
total of approximately 272 million shares of Coeur common
stock and a total cash payment of approximately
$1.1 million. The total consideration paid amounted to
$1.1 billion and the total liabilities assumed were
$0.7 billion.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Overview provides a brief summary of our financial
position and the primary factors affecting those results.
Critical Accounting Policies which provides a
discussion of the accounting policies we consider critical
because of their effect on the reported amounts of assets,
liabilities, income
and/or
expenses in our consolidated financial statements
and/or
because they require different objectives or complex judgments
by management.
Operating statistics and ore reserve estimates which
provides a summary of the consolidated production results for
the three years ended December 31, 2009 and discussion of
our reported ore reserves.
Results of operations which sets forth an analysis
of the operating results for the last three years.
Liquidity and capital resources which contains a
discussion of our cash flows and liquidity, investing activities
and financing activities, contractual obligations and
environmental compliance expenditures.
Recently issued accounting pronouncements which
summarizes recently published authorative accounting guidance,
how it might apply to us and how it might affect our future
results.
50
Table of Contents
Silver and gold prices averaged $14.65 per ounce and $972.35 per
ounce in 2009, respectively. Silver hit a high of $19.275 per
ounce on December 2, 2009 and a low of $10.45 per ounce on
January 15, 2009. Gold hit a high of $1,212.50 per ounce on
December 2, 2009 and a low of $810 per ounce on
January 15, 2009;
The Company produced a total of 17.7 million ounces of
silver (includes 842,751 of silver production from Broken Hill)
and 72,112 ounces of gold during 2009, 47.3% and 56.4% increases
over 2008, respectively;
Net cash provided by operating activities in 2009 was
$64.5 million, compared to $(7.4) million in 2008;
On June 22, 2009, the United States Supreme Court released
its decision reversing the Ninth Circuit Court of Appeals
decision that invalidated the previously issued Section 404
permit for the tailings facility for the Kensington gold mine
near Juneau, Alaska clearing the way for final construction of
the project. The Company estimates $81.7 million of
remaining capital expenditures are required to complete
construction and mine related activities at Kensington and to
commence production during the second half of 2010;
The Company completed construction and commenced production at
its 100% owned Palmarejo mine in Mexico in April 2009;
The Companys silver reserves increased by 16% over 2008 to
over 269 million ounces, while gold reserves increased 26%
to 2.9 million ounces;
51
Table of Contents
52
Table of Contents
Positive/Negative
Positive/Negative
Change in Silver Recovery
Change in Gold Recovery
1%
2%
3%
1%
2%
3%
1.7 million
3.5 million
5.2 million
13,240
26,480
39,720
$
3.52
$
2.81
$
2.33
$
4.05
$
3.54
$
3.14
$
7.17
$
12.05
$
12.05
$
5.67
$
7.10
$
7.77
53
Table of Contents
54
Table of Contents
Proven and Probable Ore Reserves
Mineralized Material
(000s)
Grade
Grade
(000s)
(000s)
(000s)
Grade
Grade
Tons
Ag oz/t
Au oz/t
Ounces Ag
Ounces Au
Tons
Ag oz/t
Au oz/t
42,417
0.61
0.005
25,884
233
104,783
0.52
0.004
775
9.78
0.07
7,587
57
769
10.36
0.15
38
33.14
0.04
1,249
1
29
59.54
0.05
31,372
3.83
120,033
36,953
1.75
5,500
0.27
1,478
2,724
0.18
8,377
2.86
23,959
20,205
1.77
17,900
5.03
0.06
90,521
1,102
4,493
3.48
0.05
106,379
269,233
2,871
169,956
Total tons
Ag oz/t
Au oz/t
Total tons
Ag oz/t
Au oz/t
(000s)
(Wt. Avg.)
(Wt. Avg.)
(000s)
(Wt. Avg.)
(Wt. Avg.)
101,006
2.67
167,275
1.08
66,757
0.04
112,841
0.01
Proven and Probable Ore Reserve Sensitivity to
Per ounce
Per ounce
(000s)
(000s)
(000s)
Silver Price
Gold Price
Tons
Ounces Ag
Ounces Au
$
12.50
$
750
730
7,374
56
$
13.50
$
800
758
7,516
57
$
14.50
$
850
776
7,587
57
$
15.50
$
900
802
7,688
58
$
16.50
$
950
822
7,752
59
$
12.50
$
750
31
1,112
1.2
$
13.50
$
800
34
1,191
1.3
$
14.50
$
850
34
1,191
1.3
$
15.50
$
900
34
1,191
1.3
$
16.50
$
950
38
1,249
1.4
$
12.50
25,724
107,646
$
13.50
31,372
120,033
$
14.50
34,196
126,227
$
15.50
36,732
132,114
$
16.50
39,267
138,001
$
750
5,500
1,478
$
800
6,364
1,622
$
850
7,247
1,738
$
900
7,926
1,814
$
950
8,550
1,883
55
Table of Contents
Proven and Probable Ore Reserve Sensitivity to
Per ounce
Per ounce
(000s)
(000s)
(000s)
Silver Price
Gold Price
Tons
Ounces Ag
Ounces Au
$
12.50
$
750
17,286
89,443
1,090
$
13.50
$
800
17,744
90,372
1,101
$
14.50
$
850
17,900
90,521
1,102
$
15.50
$
900
18,205
91,052
1,107
$
16.50
$
950
18,392
91,293
1,110
$
13.50
$
800
42,417
25,884
232
$
14.50
$
850
42,417
25,884
232
$
15.50
$
900
42,417
25,884
232
$
16.50
$
950
42,417
25,884
232
(1)
Palmarejo reserves include the Palmarejo and Guadalupe deposits.
(2)
Rochester reserves do not change at metal price ranges specified
due to heap leach pad limitations; the reserve is reported at
cut-off grade that was raised above the economic breakeven to
accommodate this limitation.
2009
2008
2007
1,065,508
4.31
0.06
66.3
%
88.2
%
3,047,843
54,740
$
9.80
$
9.80
$
26.80
1,518,671
505,514
5.49
7.46
89.6
%
75.8
%
7,469,222
2,861,500
$
7.80
$
8.22
$
10.48
$
10.53
$
12.96
$
12.50
Table of Contents
2009
2008
2007
109,974
57,886
37,047
36.03
49.98
78.10
0.05
0.07
0.12
93.6
%
93.7
%
95.0
%
87.6
%
88.3
%
92.7
%
3,707,544
2,710,673
2,748,705
4,709
3,313
4,127
$
6.19
$
6.87
$
5.54
$
6.68
$
7.57
$
6.27
$
8.62
$
9.38
$
6.78
5,060,678
0.65
0.01
141.4
%
167.6
%
2,181,788
3,033,720
4,614,780
12,663
21,041
50,408
$
1.95
$
(0.75
)
$
0.99
$
2.58
$
(0.03
)
$
1.52
$
3.51
$
0.75
$
3.82
552,799
1,030,368
1,146,857
1.67
1.41
1.40
49.9
%
56.5
%
48.0
%
461,800
824,093
772,609
$
6.80
$
2.55
$
2.67
$
6.80
$
2.55
$
2.67
$
9.55
$
4.94
$
3.65
236,403
387,378
5.54
4.68
0.10
0.11
93.4
%
94.4
%
90.2
%
92.2
%
1,224,084
1,709,830
21,761
37,479
$
8.56
$
8.22
$
8.56
$
8.22
$
14.65
$
11.82
Table of Contents
2009
2008
2007
16,868,197
10,654,070
9,845,924
72,112
46,115
92,014
$
7.03
$
4.92
$
3.64
$
8.40
$
5.92
$
4.10
$
13.19
$
8.02
$
6.02
16,310,225
9,637,242
9,846,982
65,607
49,130
94,284
$
14.83
$
14.22
$
13.53
$
1,003
$
915
$
700
(A)
Palmarejo achieved commercial production on April 20, 2009.
Mine statistics do not represent normal operating results.
(B)
The leach cycle at Rochester requires 5 to 10 years to
recover gold and silver contained in the ore. The Company
estimates the ultimate recovery to be approximately 61.5% for
silver and 93% for gold. However, ultimate recoveries will not
be known until leaching operations cease, which is currently
estimated for 2014. Current recovery may vary significantly from
ultimate recovery. See Critical Accounting Policies and
Estimates Ore on Leach Pad.
(C)
Current production ounces and recoveries reflect final metal
settlements of previously reported production ounces.
2009
2008
2007
827,766
1,952,066
1,646,203
1.44
0.97
1.19
70.6
%
72.5
%
83.6
%
842,751
1,369,009
1,642,205
$
3.40
$
3.41
$
3.18
$
3.40
$
3.41
$
3.18
$
5.26
$
5.24
$
5.04
Table of Contents
(In thousands except ounces and
San
Cerro
Bartolomé
Martha
Palmarejo
Bayo
Rochester
Endeavor
Total
7,469,222
3,707,544
3,047,843
2,181,788
461,800
16,868,197
$
7.80
$
6.19
$
9.80
$
$
1.95
$
6.80
$
7.03
$
10.48
$
6.68
$
9.80
$
$
2.58
$
6.80
$
8.40
$
58,293
$
22,963
$
29,883
$
$
4,236
$
3,142
$
118,517
19,988
1,815
21,803
1,401
1,401
78,281
24,778
29,883
5,637
3,142
141,721
(7,118
)
(1,416
)
(1,035
)
(9,569
)
4,615
55,386
12,335
72,336
8
669
20
171
868
2,590
(5,048
)
(19,028
)
1,211
6,063
(38
)
(14,250
)
18,509
6,511
51,801
1,852
1,269
79,942
99,388
24,407
116,646
1,211
26,058
3,338
271,048
San
Bartolomé
Martha
Cerro Bayo
Rochester
Endeavor
Total
2,861,500
2,710,673
1,224,084
3,033,720
824,093
10,654,070
$
8.22
$
6.87
$
8.56
$
(0.75
)
$
2.55
$
4.92
$
10.53
$
7.57
$
8.56
$
(0.03
)
$
2.55
$
5.92
$
23,535
$
18,619
$
10,478
$
(2,290
)
$
2,101
$
52,443
6,605
1,889
8,494
2,188
2,188
30,140
20,508
10,478
(102
)
2,101
63,125
(3,019
)
(3,818
)
(1,212
)
(8,049
)
2,880
19,595
18,499
40,974
470
(425
)
12
57
(12,393
)
(3,240
)
2,099
23,837
171
10,474
5,638
4,431
7,881
2,353
1,971
22,274
$
23,385
$
22,030
$
35,810
$
44,599
$
3,031
$
128,855
59
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Martha
Cerro Bayo
Rochester
Endeavor
Total
2,748,705
1,709,830
4,614,780
772,609
9,845,924
$
5.53
$
8.22
$
0.99
$
2.67
$
3.64
$
6.27
$
8.22
$
1.52
$
2.67
$
4.10
$
15,217
$
14,055
$
4,559
$
2,064
$
35,895
2,028
2,028
2,476
2,476
17,245
14,055
7,035
2,064
40,399
(2,112
)
(3,603
)
(1,347
)
(7,062
)
2,889
26,199
34,664
63,752
1,926
1,926
(146
)
(1,701
)
16,738
(172
)
14,719
1,383
6,155
8,697
755
16,990
$
19,259
$
41,105
$
69,060
$
1,300
$
130,724
(1)
The Palmarejo gold production royalty is currently reflected as
a minimum royalty obligation which commenced on July 1,
2009 and ends when payments have been made on a total of 400,000
ounces of gold, at which time a royalty expense will be recorded.
(2)
Amounts reflect final metal settlement adjustments.
2009(2)
2008
2007
842,751
1,369,009
1,642,205
$
3.40
$
3.41
$
3.18
$
3.40
$
3.41
$
3.18
2,862
4,670
5,228
(1,164
)
(1,938
)
(2,006
)
39
22
69
1,570
2,507
3,055
$
3,307
$
5,261
$
6,346
60
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61
Table of Contents
Years Ended December 31
2009
2008
$
(2,249
)
$
(644
)
(1,509
)
(1,498
)
(6,284
)
(2,047
)
592
(1,085
)
(124
)
(623
)
(2,673
)
(53
)
(34
)
(1,410
)
200
1,115
(6,221
)
(2,480
)
(2,308
)
113
40,346
(27,753
)
6,204
53,846
$
25,921
$
17,500
62
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2009
2008
$
10,435
$
18,591
(1,652
)
(2,754
)
(1,570
)
(2,506
)
236
(3,999
)
7,449
9,332
25,537
$
32,986
$
9,332
63
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64
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Years Ended December 31
2008
2007
$
(644
)
$
(381
)
(1,498
)
(904
)
(2,047
)
(6,590
)
(1,085
)
(621
)
(623
)
(34
)
(1,410
)
172
1,115
(664
)
(2,480
)
113
(1,662
)
(27,753
)
53,846
$
17,500
$
(10,650
)
65
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2008
2007
$
18,591
$
20,602
(2,754
)
(3,292
)
(2,506
)
(3,054
)
(3,999
)
(4,277
)
9,332
9,979
9,332
9,979
Years Ended December 31,
2009
2008
2007
$
311,085
$
203,219
$
220,055
(246,484
)
(214,433
)
(195,377
)
1,141
4,592
15,589
(1,254
)
(745
)
(210
)
$
64,488
$
(7,367
)
$
40,057
66
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67
Table of Contents
68
Table of Contents
69
Table of Contents
70
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Payments Due by Period
Less Than
More Than
Total
1 Year
1- 3 Years
3-5 Years
5 Years
$
170,636
$
$
$
$
170,636
91,511
5,101
10,202
10,202
66,006
15,464
7,410
7,732
322
277,611
5,101
17,612
17,934
236,964
35,688
14,316
12,768
8,551
53
8,201
1,854
508
508
5,331
1,722
689
689
344
9,923
2,543
1,197
852
5,331
89,499
4,670
7,030
13,445
64,354
5,609
3,123
2,486
4,930
463
4,467
28,506
28,506
293,009
38,033
73,064
80,749
101,164
421,553
74,332
83,043
94,199
169,985
$
744,775
$
96,292
$
114,620
$
121,530
$
412,333
(1)
On March 18, 2008, the Company completed an offering of
$230 million in aggregate principal amount of Convertible
Senior Notes due 2028. The notes are unsecured and bear interest
at a rate of
3
1
/
4
%
per year, payable on March 15 and September 15 of each year,
beginning on September 15, 2008. The notes mature on
March 15, 2028, unless earlier converted, redeemed or
repurchased by the Company. Each holder of the notes may require
that the Company repurchase some or all of the holders
notes on March 15, 2013, March 15, 2015,
March 15, 2018 and March 15, 2023 at a repurchase
price equal to 100% of the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, in cash, shares
of common stock or a combination of cash and shares of common
stock, at the Companys election. Holders will also have
the right, following certain fundamental change transactions, to
require the Company to repurchase all or any part of their notes
for cash at a repurchase price equal to 100% of the principal
amount of the notes to be repurchased plus accrued and unpaid
interest. The Company may redeem the notes for cash in whole or
in part at any time on or after March 22, 2015
71
Table of Contents
at 100% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest. The notes provide for net
share settlement of any conversions. Pursuant to this
feature, upon conversion of the notes, the Company (1) will
pay the note holder an amount in cash equal to the lesser of the
conversion obligation or the principal amount of the notes, and
(2) will settle any excess of the conversion obligation
above the notes principal amount in the Companys
common stock, cash or a combination thereof, at the
Companys election. The notes will be convertible under
certain circumstances, at the holders option, at an
initial conversion rate of 176.0254 shares of the
Companys common stock per $1,000 principal amount of
notes, which is equivalent to an initial conversion price of
approximately $56.81 per share of common stock, subject to
adjustment in certain circumstances.
The $180.0 million principal amount of
1
1
/
4
% Convertible
Senior Notes due 2024 outstanding at December 31, 2009 are
convertible into shares of common stock at the option of the
holder on January 15, 2011, 2014 and 2019 unless previously
redeemed at a conversion rate of approximately
131.5789 shares of Coeur common stock per $1,000 principal
amount of Notes, representing a conversion price of $7.60 per
share, subject to adjustment in certain events.
The Company is required to make semi-annual interest payments.
The Debentures are redeemable at the option of the Company
before January 18, 2011, if the closing price of the
Companys common stock over a specified number of trading
days has exceeded 150% of the conversion price, and anytime
thereafter. The Debentures have no other funding requirements
until maturity on January 15, 2024.
(2)
On October 27, 2009 the Company entered into a term
facility with Credit Suisse Zurich of Switzerland
whereby Credit Suisse will provide Coeur Alaska, Inc., a
wholly-owned subsidiary of Coeur, a $45 million, five-year
term facility to fund the remaining construction at the
Companys Kensington Gold Mine in Alaska. The Company
expects to begin drawing down the facility during the fourth
quarter. After a twelve month grace period, Coeur Alaska will
repay the loan in equal quarterly payments with interest based
on a margin over the three-month LIBOR rate. The facility will
be secured by the mineral rights and infrastructure at
Kensington as well as a pledge of the shares of Coeur Alaska
owned by Coeur.
(3)
The Company has entered into various capital lease agreements
for commitments principally over the next year.
(4)
Reclamation and mine closure amounts represent the
Companys estimate of the cash flows associated with its
legal obligation to reclaim and remediate mining properties.
This amount will decrease as reclamation and remediation work is
completed. Amounts shown on table are undiscounted.
(5)
Severance amounts represent a termination benefit program at the
Rochester mine as the mine approaches the end of mine life and
accrued benefits for government mandated severance at the Cerro
Bayo mine, Martha mine and San Bartolomé mine.
(6)
On December 18, 2008, the Company entered into a gold lease
facility with Mitsubishi International Corporation
(MIC). Under the facility, the Company received
proceeds of $20 million for the sale of 23,529 ounces of
gold leased from MIC to the Company.
(7)
On January 21, 2009, the Company entered into a gold
production royalty transaction with Franco-Nevada Corporation
under which Franco-Nevada purchased a royalty covering 50% of
the life of mine gold to be produced by Coeur from its Palmarejo
silver and gold mine in Mexico. Coeur received total
consideration of $78.0 million consisting of
$75.0 million in cash, plus a warrant to acquire
Franco-Nevada Common Shares (the Franco-Nevada
warrant), which was valued at $3.0 million at closing
of the Franco-Nevada transaction. The royalty obligation is
payable in an amount equal to the greater of the minimum of
4,167 ounces of gold or 50% of actual gold production per month
multiplied by the market price of gold in excess of $400
(increasing by 1% per annum beginning on the fourth anniversary
of the transaction). The minimum royalty obligation commenced on
July 1, 2009 and ends when payments have been made on a
total of 400,000 ounces of gold. Amounts shown in table are
undiscounted.
72
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73
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Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
74
Table of Contents
75
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Item 8.
Financial
Statements and Supplementary Data
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
76
Table of Contents
Item 9A.
Controls
and Procedures
(a)
Disclosure
Controls and Procedures
(b)
Managements
Report on Internal Control Over Financial
Reporting
Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions
of the assets of the company;
Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
directors of the company; and
Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
companys assets that could have a material effect on the
consolidated financial statements.
77
Table of Contents
(c)
Changes
in Internal Control Over Financial Reporting
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Number of shares remaining
Number of shares to be
available for future issuance
issued upon exercise of
Weighted-average exercise
under equity compensation
outstanding options,
price of outstanding options,
plans (excluding securities
warrants and rights
warrants and rights
reflected in column(a)
(a)
(b)
(c)
392,678
23.48
(1)
175,785
392,678
23.48
175,785
78
Table of Contents
(1)
Amounts include 136,398 performance shares which are issued at
the end of the three year service period if certain market
conditions are met and the recipient remains and employee of the
Company.
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
Item 15.
Exhibits,
Financial Statement Schedules
(1)
The following consolidated financial statements of Coeur
dAlene Mines Corporation and subsidiaries are included in
Item 8. Financial Statements and Supplementary
Data.
Certificate of Designation, Preferences and Rights of the
Series B Junior Preferred Stock of the Registrant, as filed
with Idaho Secretary of State on May 13, 1999 (Incorporated
herein by reference to Exhibit 3.C of the Registrants
Annual Report on
Form 10-K
(SEC file number
001-08641)
for the year ended December 31, 2002).
Certificate of Amendment to the Certificate of Designation,
Preferences and Rights of Series B Junior Preferred Stock
of the Registrant, dated December 7, 2007 (Incorporated
herein by reference to Exhibit 3(G) of the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
Restated and Amended Articles of Incorporation of the
Registrant, dated May 26, 2009.
Bylaws of the Registrant, as amended effective July 16,
2007 (Incorporated herein by reference to Exhibit 3 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2007).
Specimen certificate of the Registrants stock.
(Incorporated herein by reference to Exhibit 4.1 of the
Registrants Current Report on
Form 8-K
filed on May 27, 2009).
79
Table of Contents
Indenture dated as of January 13, 2004, by and between the
Registrant and the Bank of New York relating to the
Registrants
1
1
/
4
% Convertible
Senior Notes due 2024 (Incorporated herein by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
(SEC file number
001-08641)
dated January 15, 2004).
Indenture dated as of March 18, 2008, by and between the
Registrant and the Bank of New York relating to the
Registrants
3
1
/
4
% Convertible
Senior Notes due 2028 (Incorporated herein by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
dated March 20, 2008).
First Supplemental Indenture dated as of March 18, 2008 to
Indenture dated as of March 18, 2008, by and between the
Registrant and the Bank of New York relating to the
Registrants
3
1
/
4
% Convertible
Senior Notes due 2028 (Incorporated herein by reference to
Exhibit 4.2 to the Registrants Current Report on
Form 8-K
dated March 20, 2008).
Indenture dated as of October 20, 2008, by and between the
Registrant and the Bank of New York Mellon (Incorporated herein
by reference to Exhibit 4.1 to the Registrants
Current Report on
Form 8-K
dated October 22, 2008).
First Supplemental Indenture and Security Agreement dated as of
October 20, 2008, among the Registrant, Coeur Rochester,
Inc. and the Bank of New York Mellon (Incorporated herein by
reference to Exhibit 4.2 to the Registrants Current
Report on
Form 8-K
dated October 22, 2008).
Senior Secured Floating Rate Convertible Note due 2012, dated
October 20, 2008 (Incorporated herein by reference to
Exhibit 4.3 to the Registrants Current Report on
Form 8-K
dated October 22, 2008).
Warrant to Purchase Senior Secured Floating Rate Convertible
Notes due 2012 of Coeur dAlene Mines Corporation, dated
October 20, 2008 (Incorporated herein by reference to
Exhibit 4.4 to the Registrants Current Report on
Form 8-K
dated October 22, 2008).
Agreement and Consent, dated as of January 12, 2009, by and
among the Registrant, JMB Capital Partners Master Fund, L.P. and
Lonestar Partners LP (Incorporated herein by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
dated January 12, 2009).
Amendment No. 2, dated as of January 12, 2009, between
the Registrant and The Bank of New York Mellon to the First
Supplemental Indenture and Security Agreement, dated as of
October 20, 2008, among the Registrant, Coeur Rochester,
Inc., and The Bank of New York Mellon (Incorporated herein by
reference to Exhibit 4.2 to the Registrants Current
Report on
Form 8-K
dated January 12, 2009).
Indenture between the Company and The Bank of New York Mellon,
as trustee, dated as of February 5, 2010 (Incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K
dated February 8, 2010).
First Supplemental Indenture between the Company and The Bank of
New York Mellon, as trustee, dated as of February 5, 2010
(Incorporated by reference to Exhibit 4.2 to the
Registrants Current Report on
Form 8-K
dated February 8, 2010).
Form of Senior Term Note due December 31, 2012, dated
February 5, 2010 (Incorporated by reference to
Exhibit 4.3 to the Registrants Current Report on
Form 8-K
dated February 8, 2010).
401k Plan of the Registrant. (Incorporated by reference to
Exhibit 10(pp) to the Registrants Annual Report on
Form 10-K
(SEC file number
001-08641)
for the year ended December 31, 1994).*
2003 Long-Term Incentive Plan of the Registrant. As amended for
the Registrants reverse stock split as of May 26,
2009.*
Amended and Restated 2005 Non-Employee Directors Equity
Incentive Plan, as amended for the Registrants reverse
stock split.*
Amended Mining Lease, effective as of August 5, 2005,
between Hyak Mining Company, Inc. and Coeur Alaska, Inc.
(Incorporated herein by reference to Exhibit 10.5 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005).
Silver Sale Agreement, dated September 8, 2005, between the
Registrant, Perilya Broken Hill Ltd. and CDE Australia Pty. Ltd.
(Portions of this exhibit have been omitted pursuant to a
request for confidential treatment.) (Incorporated herein by
reference to Exhibit 10.1 to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005).
Form of Restricted Stock Award Agreement (Incorporated herein by
reference to Exhibit 10.1 to the Registrants Current
Report on
Form 8-K
filed February 18, 2005).*
Table of Contents
Form of Incentive Stock Option Award Agreement (Incorporated
herein by reference to Exhibit 10.2 to the
Registrants Current Report on
Form 8-K
filed February 18, 2005).*
Form of Non-Qualified Stock Option Award Agreement (Incorporated
herein by reference to Exhibit 10.3 to the
Registrants Current Report on
Form 8-K
filed February 18, 2005).*
Form of Performance Share Award Agreement,.*
Form of Performance Unit Award Agreement.*
Form of Cash Settled restricted Stock Unit Award Agreement,*
Form of Cash-Settled Stock Appreciation Rights Award Agreement,*
Amended and Restated Silver Sale and Purchase Agreement, dated
March 28, 2006, between CDE Australia Pty Limited and Cobar
Operations Pty Limited (Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.)
(Incorporated herein by reference to Exhibit 10(b) to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2006).
Supplemental Agreement in respect of the Amended and Restated
Silver Sale and Purchase Agreement, dated January 29, 2008,
between CDE Australia Pty Limited and Cobar Operations Pty
Limited (Incorporated herein by reference to Exhibit 10(cc)
of the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
Gold royalty stream agreement, dated as of January 21,
2009, by and between the Registrant and Franco-Nevada
(Incorporated herein by reference to Exhibit 10.5 of the
Registrants Quarterly Report on
Form 10-Q
filed May 11, 2009).*
Deed of Termination, dated July 15, 2009, of the Silver
Sale Agreement, dated September 8, 2005, between the
Registrant, Perilya Broken Hill Ltd. and CDE Australia Pty. Ltd.
(Incorporated herein by reference to Exhibit 10.1 of the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009.)
Term Facility Agreement dated October 27, 2009 by and among
Coeur Alaska Inc. and the financial institutions listed in
schedule I thereto (Incorporated herein by reference to
Exhibit 10.1 of the Registrants Current Report on
Form 8-K
filed November 2, 2009).
Guarantee and Indemnity Agreement dated October 27, 2009
between the Registrant and Credit Suisse, as Security Agent
(Incorporated herein by reference to Exhibit 10.2 of the
Registrants Current Report on
Form 8-K
filed November 2, 2009).
Capital Expenditure and Cost Overrun Guarantee and Indemnity
Agreement dated October 27, 2009 among the Registrant,
Coeur Alaska Inc. as Borrower and Credit Suisse, as Security
Agent (Incorporated herein by reference to Exhibit 10.3 of
the Registrants Current Report on
Form 8-K
filed November 2, 2009).
Securities Purchase Agreement among the Company, Sonoma Capital
Offshore, Ltd., Sonoma Capital, L.P., Manchester Securities
Corp, JGB Capital L.P., JGB Capital Offshore Ltd. and SAMC LLC,
dated as of February 5, 2010 (Incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on
Form 8-K
dated February 8, 2010).
Employment Agreement and Change in Control Agreement, effective
October 15, 2005, between the Registrant and James K. Duff.
(Incorporated herein by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005).*
First Amendment to Employment Agreement, dated July 31,
2006, between the Registrant and James K. Duff. (Incorporated
herein by reference to Exhibit 10(z) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2006).*
Second Amended and Restated Employment Agreement, effective
December 31, 2008, between the Registrant and Dennis E.
Wheeler. (Incorporated herein by reference to Exhibit 10.1
of the Registrants Current Report on
Form 8-K
filed January 7, 2009).*
Amended and Restated Employment Agreement, effective
December 31, 2008, between the Registrant and Mitchell J.
Krebs. (Incorporated herein by reference to Exhibit 10.2 of
the Registrants Current Report on
Form 8-K
filed January 7, 2009).*
Amended and Restated Employment Agreement, effective
December 31, 2008, between the Registrant and Donald J.
Birak. (Incorporated herein by reference to Exhibit 10.3 of
the Registrants Current Report on
Form 8-K
filed January 7, 2009).*
Table of Contents
Amended and Restated Employment Agreement, effective
December 31, 2008, between the Registrant and Alan L.
Wilder. (Incorporated herein by reference to Exhibit 10.4
of the Registrants Current Report on
Form 8-K
filed January 7, 2009).*
Amended and Restated Employment Agreement, effective
December 31, 2008, between the Registrant and Richard
Weston.*
Computation of Ratio of Earnings to Fixed Charges (Filed
herewith).
List of subsidiaries of the Registrant (Filed herewith).
Consent of KPMG LLP (Filed herewith).
Certification of the CEO (Filed herewith).
Certification of the CFO (Filed herewith).
CEO Section 1350 Certification (Filed herewith).
CFO Section 1350 Certification (Filed herewith).
*
Management contract or compensatory plan.
Table of Contents
(Registrant)
Date: February 25, 2010
By:
Chairman, President, Chief Executive Officer and Director
February 25, 2010
Senior Vice President and Chief
Financial Officer
February 25, 2010
Senior Vice President and Chief Accounting Officer
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
83
Table of Contents
YEAR ENDED DECEMBER 31, 2009
COEUR DALENE MINES CORPORATION
COEUR DALENE, IDAHO
F-2 F-3
F-4
F-5
F-6
F-7
F-8
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
F-4
Table of Contents
Years Ended December 31,
2009
2008
2007
(In thousands, except per share data)
$
300,618
$
170,874
$
194,717
(191,105
)
(106,582
)
(113,733
)
(85,570
)
(24,856
)
(17,930
)
23,943
39,436
63,054
22,097
25,846
23,875
15,209
20,531
11,941
11,801
3,155
97
16,950
507
49,204
66,482
36,323
(25,261
)
(27,046
)
26,731
31,988
(82,687
)
1,756
3,248
2,557
18,195
(18,102
)
(4,726
)
(365
)
(65,553
)
(413
)
17,830
(90,814
)
(27,459
)
44,561
25,921
17,500
(10,650
)
(64,893
)
(9,959
)
33,911
7,449
9,332
9,979
25,537
(31,907
)
(627
)
43,890
(634
)
86
$
(31,907
)
$
(1,261
)
$
43,976
$
(0.91
)
$
(0.18
)
$
1.19
0.46
0.17
0.35
$
(0.45
)
$
(0.01
)
$
1.54
$
(0.91
)
$
(0.18
)
$
1.10
0.46
0.17
0.32
$
(0.45
)
$
(0.01
)
$
1.42
71,565
55,073
28,597
71,565
55,073
31,052
F-5
Table of Contents
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS EQUITY
Years Ended December 31, 2009, 2008 and 2007
(In
thousands, except share data)
Accumulated
Common
Shares
Other
Stock
Common
Additional
Held in
Comprehensive
Shares
Stock
Paid-In Capital
Accumulated Deficit
Treasury
Income (Loss)
Total
27,905
$
279
$
1,056,573
$
(463,221
)
$
(13,190
)
$
553
$
580,994
43,890
43,890
103
103
27,197
272
1,097,758
1,098,030
49
1
4,366
4,367
(17
)
(17
)
55,151
$
552
$
2,158,697
$
(419,331
)
$
(13,190
)
$
639
$
1,727,367
(627
)
(627
)
49,841
49,841
1,591
16
7,115
7,131
(716
)
(716
)
38
2,834
2,834
82
82
56,780
$
568
$
2,218,487
$
(419,958
)
$
(13,190
)
$
5
$
1,785,912
(31,907
)
(31,907
)
21,566
21,566
(1
)
(36
)
(36
)
8,666
87
27,670
27,757
14,866
148
187,597
187,745
(106
)
(1
)
(13,189
)
13,190
105
1
2,167
2,168
80,310
$
803
$
2,444,262
$
(451,865
)
$
$
5
$
1,993,205
F-6
Table of Contents
Years Ended December 31,
2009
2008
2007
(In thousands)
$
(31,907
)
$
(627
)
$
43,890
87,140
27,362
20,984
15,573
2,064
303
(38,220
)
(23,165
)
2,154
(31,988
)
81,339
1,888
(1,462
)
546
2,216
(433
)
4,876
2,692
3,448
600
2,600
1,181
(3,169
)
(871
)
(31,988
)
(632
)
(1,947
)
5,040
413
610
(10,592
)
(19,414
)
(24,021
)
(3,728
)
476
(4,065
)
(26,804
)
4,799
13,172
43,420
(4,870
)
(11,705
)
64,488
(7,367
)
40,057
(18,564
)
(336,350
)
(167,346
)
33,083
375,047
183,121
(219,095
)
(365,019
)
(216,978
)
(13,727
)
57,364
133
3,270
(1,460
)
(47
)
187
(148,672
)
(326,236
)
(211,473
)
75,000
(15,762
)
20,368
270,737
20,436
26,658
1,698
(26,187
)
(32,262
)
(1,360
)
12,511
(9,105
)
(726
)
(160
)
(336
)
(197
)
86,206
255,692
(585
)
2,022
(77,911
)
(172,001
)
20,760
98,671
270,672
$
22,782
$
20,760
$
98,671
F-7
Table of Contents
NOTE A
NATURE OF
OPERATIONS
NOTE B
BASIS OF
PRESENTATION
NOTE C
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
F-8
Table of Contents
F-9
Table of Contents
F-10
Table of Contents
F-11
Table of Contents
F-12
Table of Contents
F-13
Table of Contents
2009
2008
2007
$
(31,907
)
$
(627
)
$
43,890
(716
)
103
82
(17
)
$
(31,907
)
$
(1,261
)
$
43,976
Year Ended
Year Ended
Year Ended
December 31, 2009
December 31, 2008
December 31, 2007
Income
Shares
Per-Share
Income
Shares
Per-Share
Income
Shares
Per-Share
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
(In thousands except for EPS)
$
(64,893
)
71,565
$
(0.91
)
$
(9,959
)
55,073
$
(0.18
)
$
33,911
28,597
$
1.18
32,986
71,565
0.46
9,332
55,073
0.17
9,979
28,597
.35
$
(31,907
)
71,565
$
(0.45
)
$
(627
)
55,073
$
(0.01
)
$
43,890
28,597
$
1.53
87
297
2,368
$
(64,893
)
71,565
(0.91
)
$
(9,959
)
55,073
(0.18
)
$
34,208
31,052
1.10
32,986
71,565
0.46
9,332
55,073
0.17
9,979
31,052
.32
$
(31,907
)
71,565
$
(0.45
)
$
(627
)
55,073
$
(0.01
)
$
44,187
31,052
$
1.42
F-14
Table of Contents
Non-cash financing and
investing activities:
2009
2008
2007
$
(22,501
)
$
15,287
$
9,216
20,421
(938
)
1,477
6,765
6,477
2,177
12,809
9,361
2,283
22,839
12,247
2,250
8,963
13,071
11,994
(1)
Accrued capital expenditures are recognized in the consolidated
statements of cash flows in the period in which they are paid.
NOTE D
RECENTLY
ADOPTED ACCOUNTING STANDARDS
F-15
Table of Contents
As of December 31,
2009
2008
$
148,404
$
230,000
(23,081
)
(44,999
)
$
125,323
$
185,001
As Previously
Effect of
Reported
Adopting New
As Revised
December 31,
Accounting
December 31,
2008
Standard
2008
$
269,155
$
1,551
$
270,706
(131,524
)
(32
)
(131,556
)
299,846
4,927
304,773
12,476
(2,223
)
10,253
230,000
(44,999
)
185,001
2,168,646
49,841
2,218,487
(419,339
)
(619
)
(419,958
)
F-16
Table of Contents
NOTE E
FAIR
VALUE MEASUREMENTS
Level 1
Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or
liabilities.
Level 2
Quoted prices in markets that are not active or inputs that are
observable, either directly or indirectly, for substantially the
full term of the asset or liability.
Level 3
Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
F-17
Table of Contents
Fair Value at December 31, 2009
Total
Level 1
Level 2
Level 3
$
5,440
$
$
5,440
$
1,379
1,379
6,339
6,339
121
121
$
13,279
$
$
13,279
$
$
28,506
$
$
28,506
$
78,013
78,013
964
964
$
107,483
$
$
107,483
$
Fair Value at December 31, 2008
Total
Level 1
Level 2
Level 3
$
8
$
8
$
$
7,882
7,882
8,525
8,525
2,031
2,031
1,772
1,772
2,359
2,359
$
22,577
$
8
$
20,797
$
1,772
$
18,806
$
$
18,806
$
15,277
15,277
21,566
21,566
$
55,649
$
$
18,806
$
36,843
F-18
Table of Contents
Warrant and
Conversion Option
Asset
to Purchase
Backed
Floating rate
Commercial
Convertible Notes
Paper
Total
$
36,843
$
1,772
$
38,615
(30,286
)
(1,395
)
(38,238
)
(6,857
)
223
223
(600
)
(600
)
$
$
$
NOTE F
DISCONTINUED
OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
Year Ended December 31,
2009
2008
2007
$
10,435
$
18,591
$
20,602
(1,652
)
(2,754
)
(3,292
)
(1,570
)
(2,506
)
(3,054
)
236
(3,999
)
(4,277
)
7,449
9,332
9,979
25,537
$
32,986
$
9,332
$
9,979
F-19
Table of Contents
NOTE G
INVESTMENTS
AND OTHER MARKETABLE SECURITIES
Available-For-Sale Securities
Gross
Gross
Estimated
Unrealized
Unrealized
Fair
Cost
Losses
Gains
Value
$
$
$
$
7,881
7,881
7,881
7,881
1,772
1,772
9
(1
)
8
$
9,662
$
(1
)
$
$
9,661
NOTE H
METAL AND
OTHER INVENTORY
December 31,
2009
2008
$
39,487
$
19,826
28,225
15,020
$
67,712
$
34,846
F-20
Table of Contents
NOTE I
PROPERTY,
PLANT AND EQUIPMENT
Years Ended December 31,
2009
2008
$
1,133
$
1,133
384,107
384,663
227,524
151,658
55,652
37,566
668,416
575,020
(129,379
)
(88,890
)
$
539,037
$
486,130
Years Ended December 31,
2009
2008
2007
$
310
$
635
$
1,647
1,077
8,233
11,330
1,575
4,503
16,444
4,805
108,723
100,169
48,029
40,858
92,337
140,601
190,344
26,513
2,112
196
497
1,942
$
196,593
$
380,306
$
225,981
213
F-21
Table of Contents
Capital
Operating
Leases
Leases
$
14,316
$
689
12,768
689
8,551
344
53
35,688
$
1,722
3,516
32,172
12,281
$
19,891
NOTE J
MINING
PROPERTIES
San
Bartolomé
Martha
Cerro Bayo
Palmarejo
(A)
Rochester
Endeavor
Kensington
Other
Total
$
67,327
$
10,000
$
43,554
$
113,167
$
97,435
$
$
$
$
331,483
(5,793
)
(8,968
)
(25,679
)
(7,232
)
(97,435
)
(145,107
)
61,534
1,032
17,875
105,935
186,376
26,642
1,657,188
44,033
1,727,863
(2,284
)
(24,171
)
(4,897
)
(31,352
)
24,358
1,633,017
39,136
1,696,511
357,027
142
357,169
$
85,892
$
1,032
$
17,875
$
1,738,952
$
$
39,136
$
357,027
$
142
$
2,240,056
F-22
Table of Contents
San
(C)
Broken
Bartolomé
Martha
Cerro Bayo
Palmarejo
(E)
Rochester
Endeavor
Kensington
Other
Hill
(D)
Total
$
68,823
$
8,755
$
43,555
$
52,138
$
97,435
$
$
$
$
$
270,706
(1,771
)
(6,671
)
(25,679
)
(97,435
)
(131,556
)
67,052
2,084
17,876
52,138
139,150
26,642
1,657,188
44,033
50
36,879
1,764,792
(679
)
(3,627
)
(12,488
)
(16,794
)
25,963
1,657,188
40,406
50
24,391
1,747,998
304,632
142
304,774
$
93,015
$
2,084
$
17,876
$
1,709,326
$
$
40,406
$
304,632
$
192
$
24,391
$
2,191,922
(A)
On December 21, 2007, the Company completed its acquisition
of all of the shares of Bolnisi and Palmarejo in exchange for a
total of approximately 27.2 million shares of Coeur common
stock and a total cash payment of approximately
$1.1 million. The total consideration paid was
$1.1 billion and assumed liabilities were $0.7 billion.
(B)
Balance represents acquisition cost of mineral interest
(C)
During the year ended December 31, 2008, the Company
reclassified $68.0 million from non-producing and
development properties to operational mining properties related
to the commencement of operations at the San Bartolomé
mine.
(D)
Effective July 1, 2009, the Company sold to Perilya Broken
Hill Ltd. its 100% interest in silver contained at the Broken
Hill mine for $55.0 million in cash.
(E)
Includes a reclassification of prior year balances to conform to
current year presentation. The reclassification was to
reclassify $52.1 million in non-producing development
properties to operational properties related to the commencement
of operations at the Palmarejo mine.
Table of Contents
F-24
Table of Contents
NOTE K
LONG-TERM
DEBT
December 31,
2009
2008
(In thousands)
$
125,323
$
185,001
22,232
180,000
1,830
32,172
23,788
15,464
5,609
7,657
200,800
398,276
(15,403
)
(14,608
)
$
185,397
$
383,668
F-25
Table of Contents
F-26
Table of Contents
F-27
Table of Contents
Minimum
Debt
Repayments
(In thousands)
$
41,155
41,792
41,168
43,083
45,397
272,122
484,417
(153,310
)
32,172
$
363,579
F-28
Table of Contents
NOTE L
RECLAMATION
AND REMEDIATION COSTS
Years Ended December 31,
2009
2008
$
34,662
$
33,135
3,018
2,565
1,490
1,759
(977
)
(2,797
)
$
38,193
$
34,662
F-29
Table of Contents
NOTE M
INCOME
TAXES
Years Ended December 31,
2009
2008
2007
$
25,279
$
(125
)
$
21,909
(116,093
)
(27,334
)
22,652
$
(90,814
)
$
(27,459
)
$
44,561
Years Ended December 31,
2009
2008
2007
$
(2,249
)
$
(644
)
$
(381
)
(1,509
)
(1,498
)
(904
)
(6,284
)
(2,047
)
(6,590
)
592
(1,085
)
(621
)
(124
)
(623
)
(2,673
)
(53
)
(34
)
(1,410
)
172
200
1,115
(664
)
(6,221
)
(2,480
)
(2,308
)
113
(1,662
)
40,346
(27,753
)
6,204
53,846
$
25,921
$
17,500
$
(10,650
)
F-30
Table of Contents
Years Ended December 31
2009
2008
2007
$
31,785
$
8,727
$
(16,323
)
2,724
405
(1,766
)
2,726
3,890
4,860
10,759
6,652
3,896
(1,986
)
(2,168
)
898
(2,665
)
(3,619
)
(2,767
)
(663
)
19,886
2,340
(6,663
)
(2,635
)
1,425
(15,011
)
(6,019
)
2,309
(1,509
)
(1,604
)
(904
)
(551
)
(1,599
)
(2,059
)
$
25,921
$
17,500
$
(10,650
)
Years Ended December 31
2009
2008
$
458,204
$
332,399
141,624
275,127
41,237
30,149
641,065
637,675
166,234
175,678
18,115
24,753
23,335
8,558
9,547
9,327
8,314
5,550
6,381
8,561
5,168
9,518
2,691
593
1,036
249,791
233,568
(123,049
)
(148,435
)
126,742
85,133
$
(514,323
)
$
(552,542
)
F-31
Table of Contents
Years Ended December 31
2009
2008
$
76,904
$
106,239
4,760
3,376
2,679
6,727
6,732
28,516
28,125
4,702
1,284
1,440
$
123,049
$
148,435
$
2,732
166
(2,150
)
$
748
F-32
Table of Contents
U.S.
Australia
Bolivia
Canada
Chile
Mexico
New Zealand
Other
Total
$
78,826
$
2,427
$
27,370
$
360,078
$
95,054
$
4,798
$
568,553
528
528
18,939
3,891
22,830
4,909
4,909
4,608
4,608
NOTE N
1 FOR 10
REVERSE STOCK SPLIT
NOTE O
STOCK-BASED
COMPENSATION PLANS
F-33
Table of Contents
Date of Grant
As of December 31,
Stock Options
SARs
SARs
2009
2008
2009
2009
$3.90
$2.26
$3.90
$13.35
70.8%
56.0-56.2%
70.8%
75.9%
6.0 years
6.0 years
6.0 years
5.1 years
2.08%
3.0-3.35%
2.08%
2.7%
F-34
Table of Contents
Stock Options
SARs
Weighted
Weighted
Average
Average
Exercise
Exercise
Shares
Price
Shares
Price
208,965
$
35.60
$
46,215
39.90
(5,617
)
32.90
(21,365
)
59.90
228,198
34.20
55,021
42.70
(905
)
39.20
(38,944
)
48.80
243,370
33.80
163,720
10.00
112,471
10.00
(14,412
)
44.36
392,678
$
23.48
112,471
$
10.00
Options Outstanding
Options Exercisable
Weighted
Weighted
Weighted
Average
Weighted
Average
Average
Remaining
Average
Remaining
Range of
Number
Exercise
Contractual
Number
Exercise
Contractual Life
Outstanding
Price
Life (Years)
Exercisable
Price
(Years)
207,988
$
9.57
7.5
44,268
$
8.00
1.8
32,044
$
17.53
2.7
32,044
$
17.53
2.7
22,981
$
22.67
5.8
15,098
$
21.87
4.4
63,256
$
38.94
5.4
54,781
$
38.79
5.2
29,426
$
48.50
8.0
9,816
$
48.50
8.0
18,023
$
51.40
6.1
18,023
$
51.40
6.1
3,219
$
66.60
4.0
3,219
$
66.60
4.0
15,741
$
70.90
4.1
15,741
$
70.90
4.1
F-35
Table of Contents
Restricted Stock
Restricted Stock Units
Weighted
Weighted Average
Average
Fair Value as of
Number of
Grant Date
Number of
December 31,
Shares
Fair Value
Units
2009
41,303
$
48.30
$
49,809
39.90
(24,178
)
48.20
(6,597
)
43.00
60,337
42.00
56,095
41.60
(26,571
)
42.20
(16,774
)
42.30
73,087
41.50
98,983
6.90
67,485
18.06
(32,084
)
41.65
(5,597
)
42.32
134,389
$
15.95
67,485
$
18.06
Performance Shares
Performance Units
Weighted
Weighted Average
Average
Fair Value as of
Number of
Grant Date
Number of
December 31,
Shares
Fair Value
Units
2009
21,045
$
51.40
$
30,688
39.90
(3,030
)
44.80
(6,643
)
44.70
42,060
44.50
28,241
52.50
(15,534
)
48.80
54,767
47.40
98,233
8.60
67,485
27.53
(16,702
)
46.70
136,298
$
16.59
67,485
$
27.53
F-36
Table of Contents
NOTE P
DEFINED
CONTRIBUTION AND 401(k) PLANS
F-37
Table of Contents
F-38
Table of Contents
F-39
Table of Contents
2010
2011
2012
Thereafter
23,390
24,027
24,865
108,567
$
467.77
$
480.51
$
497.27
$
494.89
50,004
50,004
50,004
219,375
5,000
$
15.80
316,455
27,900
$
13.45
375,141
23,408
$
882.34
26,529
17,758
$
17.10
1,038,405
1,333
$
1,086.49
1,227
360
3,240
2,880
2,520
$
862.50
$
862.50
$
862.50
$
862.50
5,000
45,000
40,000
35,000
360
3,240
2,880
2,520
$
1,688.50
$
1,688.50
$
1,688.50
$
1,688.50
5,000
45,000
40,000
35,000
2,109
$
9.21
5,400,000
F-40
Table of Contents
As of December 31, 2009
Current
Non-Current
Prepaid
Accrued
Portion of
Portion of
Expenses
Liabilities and
Royalty
Royalty
and Other
Other
Obligation
Obligation
$
$
28,506
$
$
1,490
155
12,174
65,839
6,339
121
964
624
580
$
8,574
$
30,205
$
12,174
$
65,839
As of December 31, 2008
Non-Current
Prepaid
Accrued
Portion of
Expenses
Liabilities
Royalty
and Other
and Other
Obligation
$
1,194
$
20,000
$
3,467
15,277
21,566
1,476
2,590
$
6,137
$
59,433
$
Twelve Months Ended
December 31,
2009
2008
$
(6,292
)
$
1,194
1,335
3,467
(78,014
)
3,340
(2,953
)
(402
)
(2,503
)
$
(82,584
)
$
1,756
F-41
Table of Contents
NOTE R
COMMITMENTS
AND CONTINGENCIES
F-42
Table of Contents
Year Ended December 31,
2009
2008
2007
$
445
$
820
$
1,959
144
12
1,917
(387
)
(3,056
)
$
589
$
445
$
820
NOTE S
SIGNIFICANT
CUSTOMERS
F-43
Table of Contents
NOTE T
SEGMENT
REPORTING
San
Rochester
Cerro Bayo
Martha
Endeavor
Bartolomé
Kensington
Palmarejo
Mine
Mine
Mine
Mine
Mine
Project
Mine
Other
(C)
Total
$
45,473
$
1,673
$
44,820
$
5,808
$
113,701
$
$
89,143
$
$
300,618
24,206
1,211
17,896
2,069
80,878
64,845
191,105
1,852
4,195
7,410
1,269
18,510
52,042
292
85,570
2,153
3,119
34
297
5,615
3,991
15,209
913
10,456
39
968
21,619
33,995
(168
)
1,600
(1,953
)
1,075
3
1,075
1,616
3,248
(401
)
(125
)
(16
)
(14,213
)
(3,347
)
(18,102
)
31,988
31,988
(965
)
(78,148
)
(3,574
)
(82,687
)
(2,309
)
(6,284
)
(8,894
)
5
40,222
3,181
25,921
18,334
(17,051
)
7,757
2,470
6,335
(1,309
)
(85,391
)
3,962
(64,893
)
32,986
32,986
$
18,334
$
(17,051
)
$
7,757
$
2,470
$
6,335
$
(1,309
)
$
(85,391
)
$
36,948
$
(31,907
)
$
31,232
$
38,047
$
33,024
$
39,852
$
276,926
$
397,457
$
2,129,024
$
8,901
$
2,954,463
$
310
$
1,077
$
1,575
$
$
11,091
$
42,092
$
162,754
$
196
$
219,095
F-44
Table of Contents
San
Rochester
Cerro Bayo
Martha
Endeavor
Bartolomé
Kensington
Palmarejo
Mine
Mine
Mine
Mine
Mine
Project
Project
Other
(C)
Total
$
67,831
$
41,589
$
31,445
$
12,434
$
17,575
$
$
$
$
170,874
42,246
27,930
17,599
1,060
17,747
106,582
2,353
8,357
4,853
1,971
5,835
930
557
24,856
599
2,693
5,426
66
166
7,686
3,895
20,531
149
3,053
17
27
1,796
15,759
25,150
45,951
3,176
(1,377
)
(977
)
2,541
54
(44
)
(816
)
2,557
1,756
1,756
(57
)
(43
)
(10
)
298
(4,914
)
(4,726
)
113
(3,625
)
(2,479
)
23,844
(353
)
17,500
(33,929
)
(9,959
)
9,332
9,332
$
25,660
$
(1,708
)
$
(1,109
)
$
9,403
$
(6,081
)
$
(1,918
)
$
(277
)
$
(24,597
)
$
(627
)
$
39,049
$
46,701
$
36,089
$
41,003
$
293,216
$
344,919
$
2,005,595
$
7,493
$
2,814,065
$
635
$
8,233
$
4,503
$
26,513
$
120,872
$
41,614
$
162,202
$
447
$
365,019
San
Rochester
Cerro Bayo
Martha
Endeavor
Bartolomé
Kensington
Palmarejo
Mine
Mine
Mine
Mine
Mine
Project
Project
Other
Total
$
100,903
$
47,794
$
38,077
$
7,943
$
$
$
$
$
194,717
60,364
35,594
17,231
545
(1
)
113,733
8,697
6,260
1,731
755
487
17,930
361
2,908
4,418
619
3,635
11,941
62
113
38
38
24,131
24,382
2,948
1,590
(303
)
85
13,875
18,195
(23
)
(342
)
(365
)
(1,662
)
(6,418
)
(20
)
(2,550
)
(10,650
)
(17,270
)
33,911
9,979
9,979
$
34,367
$
2,824
$
7,938
$
6,643
$
$
(591
)
$
$
(7,291
)
$
43,890
$
62,848
$
63,570
$
25,799
$
17,885
$
169,196
$
301,730
$
1,759,153
$
36,861
$
2,437,042
$
1,647
$
11,330
$
16,444
$
2,112
$
84,332
$
98,958
$
$
2,155
$
216,978
(A)
Segment assets consist of receivables, prepaids, inventories,
property, plant and equipment, and mining properties
(B)
Balances represent cash flow amounts.
(C)
Includes discontinued operations.
Table of Contents
2009
2008
2007
$
2,954,463
$
2,814,065
$
2,437,042
22,782
20,760
98,671
7,881
53,039
76,790
85,415
62,942
$
3,054,035
$
2,928,121
$
2,651,694
As of December 31,
2009
2008
2007
$
401,177
$
349,423
$
305,876
39,136
64,802
42,772
25,628
29,083
28,028
12,392
18,587
18,640
248,667
263,491
151,716
2,051,950
1,952,509
1,756,042
143
157
190
$
2,779,093
$
2,678,052
$
2,303,264
Twelve Months Ended December 31,
2009
2008
2007
$
45,473
$
67,831
$
100,903
5,808
12,434
7,943
1,673
41,589
47,794
44,820
31,445
38,077
113,701
17,575
89,143
$
300,618
$
170,874
$
194,717
NOTE U
LITIGATION
AND OTHER EVENTS
Table of Contents
F-47
Table of Contents
NOTE V
SUMMARY
OF QUARTERLY FINANCIAL DATA (UNAUDITED)
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
45,084
$
67,560
$
89,793
$
98,181
$
3,835
$
8,901
$
(39,808
)
$
(37,821
)
2,223
2,708
22,525
5,530
$
6,058
$
11,609
$
(17,283
)
$
(32,291
)
$
0.06
$
0.13
$
(0.52
)
$
(0.48
)
0.04
0.04
0.29
0.07
$
0.10
$
0.17
$
(0.23
)
$
(0.41
)
$
0.06
$
0.13
$
(0.52
)
$
(0.48
)
0.04
0.04
0.29
0.07
$
0.10
$
0.17
$
(0.23
)
$
(0.41
)
F-48
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
50,880
$
43,727
$
36,538
$
39,729
1,195
(8,774
)
(5,462
)
3,082
3,526
3,356
1,419
1,031
$
4,721
$
(5,418
)
$
(4,043
)
$
4,113
$
0.02
$
(0.16
)
$
(0.10
)
$
0.05
0.07
0.06
0.03
0.02
$
0.09
$
(0.10
)
$
(0.07
)
$
0.07
$
0.02
$
(0.16
)
$
(0.10
)
$
0.05
0.06
0.06
0.03
0.02
$
0.08
$
(0.10
)
$
(0.07
)
$
0.07
(1)
In May 2009, the companys Board of Directors authorized a
1-for-10
reverse stock split which became effective on May 26, 2009.
Consequently, previously reported amounts for weighted average
number of shares of common stock have been adjusted to reflect
the
1-for-10
reverse stock split.
(2)
Effective July 1, 2009, the Company sold to Perilya Broken
Hill Ltd. its 100% interest in silver contained at the Broken
Hill mine for $55.0 million in cash.
NOTE W
SUBSEQUENT
EVENT
(a) | The corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, common stock and preferred stock. The total number of such shares which the corporation shall have the authority to issue shall be 160 million. The total number of shares of common stock authorized to be issued shall be 150 million shares, $0.01 par value per share, and the total number of shares of preferred stock authorized to be issued shall be 10 million shares, $1.00 par value per share. |
o | The amendment consists exclusively of matters which do not require shareholder action pursuant to section 30-1-1002, Idaho Code, and was, therefore, adopted by the board of directors | |||||||||||
|
||||||||||||
o | None of the corporations shares have been issued and was, therefore, adopted by the | |||||||||||
|
||||||||||||
|
o | incorporator | o | board of directors | ||||||||
|
||||||||||||
þ | The number of shares outstanding and entitled to vote was: 673,905,440 | |||||||||||
|
||||||||||||
The number of shares cast for and assigned each amendment was: |
Amended article | Shares for | Shares against | ||||||
Article II (amendment reducing par value of common stock to $0.01 per share)
|
348,594,171 | 74,256,601 | ||||||
Article II (amendment changing authorized number of shares to 160,000,000 shares)
|
345,765,022 | 77,434,880 |
|
Signed: | /s/ Dennis E. Wheeler | ||||
|
Name: |
|
||||
|
Capacity: | Chairman, President and Chief Executive Officer |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
Performance Shares Which | ||
Date | Become Exercisable | |
1
(a) | By Death . In the event the employment of the Participant is terminated due to death, all outstanding Shares under Performance Share grants not yet vested shall become immediately fully vested and, along with all previously vested Shares under Performance Share grant, shall remain exercisable until the first anniversary of the Participants date of death, by such person or persons as shall have been named as the Participants beneficiary, or by such persons that have acquired the Participants rights under the Performance Share grant by will or by the laws of descent and distribution. | ||
(b) | By Disability . In the event the employment of the Participant is terminated due to Disability, all outstanding Shares under Performance Share grant not yet vested shall become immediately fully vested and, along with all previously vested Shares under Performance Share grant, shall remain exercisable until the third anniversary of the date that the Committee determines the definition of Disability to have been satisfied. For the purposes of this Agreement, Disability shall mean the date upon which the Participant becomes entitled to receive benefits pursuant to the Companys long-term disability plan then in effect. | ||
(c) | By Retirement . In the event the employment of the Participant is terminated due to Retirement, all outstanding Shares under Performance Share grant not yet vested shall become immediately vested and, along with all previously vested Shares under Performance Share grant, shall remain exercisable until the third anniversary of the Participants effective date of Retirement. For the purposes of this Agreement, Retirement shall mean: (i) any termination of the Participants employment other than for Cause after the Participant has attained sixty-five (65) years of age; or (ii) a retirement approved by the Board. | ||
(d) | Termination for Cause . If the employment of the Participant shall be terminated for Cause, the Participant shall forfeit all of the unexercised Shares under Performance Share grant, whether vested or not. | ||
(e) | For Other Reasons . If the employment of the Participant shall terminate for any reason other than the reasons set forth in this Section 3(a) through 3(d) herein, all previously vested Shares under Performance Share grant shall remain exercisable until the date occurring three (3) months from the effective date of termination. All unvested Shares under Performance Share grant at the date of termination shall immediately terminate, and shall be forfeited to the Company. |
2
(a) | Value of Performance Shares and Performance Units. Each Performance Share shall have an initial value equal to the FMV of a Share on the date of grant. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Shares/Performance Units that will be paid out to the Participant. | ||
(b) | Earning of Performance Shares and Performance Units. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares/Performance Units shall be entitled to receive payout on the value and number of Performance Shares/Performance Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. Notwithstanding the foregoing, the Company has the ability to require the Participant to hold the Shares received pursuant to such Award for a specified period of time. | ||
(c) | Form and Timing of Payment of Performance Shares and Performance Units. Payment of earned Performance Shares/Performance Units shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Shares/Performance Units in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Shares/Performance Units at the close of the applicable Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award. |
3
(d) | Dividends and Other Distributions. At the discretion of the Committee, Participants holding Performance Shares may be entitled to receive dividend equivalents with respect to dividends declared with respect to the Shares. Such dividends may be subject to the accrual, forfeiture, or payout restrictions as determined by the Committee in its sole discretion. |
(a) | This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise of this Performance Share grant, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. | ||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants rights under this Agreement, without the written consent of the Participant. |
4
(c) | The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participants FICA obligation), domestic or foreign, required by law to be withheld with respect to any exercise of the Participants rights under this Agreement. | ||
The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld. | |||
(d) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. | ||
(e) | This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | ||
(f) | All obligations of the Company under the Plan and this Agreement, with respect to this Performance Share grant, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(g) | To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho. |
Coeur dAlene Mines Corporation | ||||||||
|
||||||||
ATTEST:
|
By: | |||||||
|
|
|||||||
|
||||||||
|
Participant |
5
Performance Units Which | ||
Date | Become Exercisable | |
1
(a) | By Death . In the event the employment of the Participant is terminated due to death, all outstanding Performance Units not yet vested shall become immediately fully vested and shall remain exercisable until the first anniversary of the Participants date of death, by such person or persons as shall have been named as the Participants beneficiary, or by such persons that have acquired the Participants rights under the Performance Unit grant by will or by the laws of descent and distribution. | ||
(b) | By Disability . In the event the employment of the Participant is terminated due to Disability, all outstanding Performance Units not yet vested shall become immediately fully vested and shall remain exercisable until the third anniversary of the date that the Committee determines the definition of Disability to have been satisfied. For the purposes of this Agreement, Disability shall mean the date upon which the Participant becomes entitled to receive benefits pursuant to the Companys long-term disability plan then in effect. | ||
(c) | By Retirement . In the event the employment of the Participant is terminated due to Retirement, all outstanding Performance Units not yet vested shall become immediately vested and shall remain exercisable until the third anniversary of the Participants effective date of Retirement. For the purposes of this Agreement, Retirement shall mean: (i) any termination of the Participants employment other than for Cause after the Participant has attained sixty-five (65) years of age; or (ii) a retirement approved by the Board. | ||
(d) | Termination for Cause . If the employment of the Participant shall be terminated for Cause, the Participant shall forfeit all of the unexercised Performance Units, whether vested or not. | ||
(e) | For Other Reasons . If the employment of the Participant shall terminate for any reason other than the reasons set forth in this Section 3(a) through 3(d) herein, all previously vested Performance Units shall remain exercisable until the date occurring three (3) months from the effective date of termination. All unvested Performance Units at the date of termination shall immediately terminate, and shall be forfeited to the Company. |
2
(a) | Value of Performance Units. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units that will be paid out to the Participant. | ||
(b) | Earning of Performance Units. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive payout on the value and number of Performance Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. | ||
(c) | Form and Timing of Payment of Performance Units. Payment of earned Performance Units shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units at the close of the applicable Performance Period. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award. |
3
(a) | This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. | ||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants rights under this Agreement, without the written consent of the Participant. | ||
(c) | The Company shall have the power and the right to deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including the Participants FICA obligation), domestic or foreign, required by law to be withheld with respect to any exercise of the Participants rights under this Agreement. | ||
(d) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. | ||
(e) | This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | ||
(f) | All obligations of the Company under the Plan and this Agreement, with respect to this Performance Unit grant, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(g) | To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho. |
Coeur dAlene Mines Corporation | ||||||||
|
||||||||
ATTEST:
|
By: | |||||||
|
|
|||||||
|
||||||||
|
Participant |
4
Date on Which | Number of RSUs for | Cumulative Number of RSUs | ||
Restrictions Lapse | Which Restrictions Lapse | for Which Restrictions Lapse | ||
|
||||
1
(a) | By Death, Disability, or Retirement . In the event the employment of the Participant is terminated due to death, Disability, or Retirement during the Periods of Restriction, the Periods of Restriction and the restrictions imposed on the Restricted Stock Units granted under this Award shall immediately lapse with all such Restricted Stock Units becoming payable to the Participant or his or her estate, subject to applicable federal and state securities laws. For the purposes of this Agreement, Disability shall mean the date upon which the Participant becomes entitled to receive benefits pursuant to the Companys long-term disability plan then in effect. For the purposes of this Agreement, Retirement shall mean: (i) any termination of the Participants employment other than for Cause after the Participant has attained sixty-five (65) years of age; or (ii) a retirement approved by the Board. | ||
(b) | Termination for Other Reasons . In the event of the Participants termination of employment with the Company for any reason other than death, Disability, or Retirement, all Restricted Stock Units still subject to a Period of Restriction and other restrictions shall be forfeited by the Participant to the Company. The transfer of employment of the Participant between the Company and any Subsidiary (or between Subsidiaries) shall not be deemed a termination of employment for the purposes of this Agreement. |
2
(a) | This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. | ||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants rights under this Agreement, without the written consent of the Participant. | ||
(c) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. | ||
(d) | This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. |
3
(e) | All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(f) | To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the state of Idaho. |
Coeur dAlene Mines Corporation | |||||||||
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ATTEST:
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Participant
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Number of SARs Which | Cumulative Number of SARs | |||
Date | Becomes Exercisable | Available for Redemption | ||
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(a) | By Death . In the event the employment of the Participant is terminated due to death, all outstanding SARs not yet vested shall become immediately fully vested and, along with all previously vested SARs, shall remain exercisable until the earlier of the Date of Expiration or the first anniversary of the Participants date of death, by such person or persons as shall have been named as the Participants beneficiary, or by such persons that have acquired the Participants rights under the Stock Appreciation Right by will or by the laws of descent and distribution. | ||
(b) | By Disability . In the event the employment of the Participant is terminated due to Disability, all outstanding SARs not yet vested shall become immediately fully vested and, along with all previously vested SARs, shall remain exercisable until the earlier of the Date of Expiration or the first anniversary of the date that the Committee determines the definition of Disability to have been satisfied. For the purposes of this Agreement, Disability shall mean the date upon which the Participant becomes entitled to receive benefits pursuant to the Companys long-term disability plan then in effect. | ||
(c) | By Retirement . In the event the employment of the Participant is terminated due to Retirement, all outstanding SARs not yet vested shall become immediately vested and, along with all previously vested SARs, shall remain exercisable until the earlier of the Date of Expiration or the three (3) month anniversary of the Participants effective date of Retirement. For the purposes of this Agreement, Retirement shall mean: (i) any termination of the Participants employment other than for Cause after the Participant has attained sixty-five (65) years of age; or (ii) a retirement approved by the Board. |
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(d) | Termination for Cause . If the employment of the Participant shall be terminated for Cause, the Participant shall forfeit all of the unexercised SARs, whether vested or not. | ||
(e) | For Other Reasons . If the employment of the Participant shall terminate for any reason other than the reasons set forth in this Section 3(a) through 3(d) herein, all previously vested SARs shall remain exercisable until the earlier of the Date of Expiration or the date occurring three (3) months from the effective date of termination. All unvested SARs at the date of termination shall immediately terminate, and shall be forfeited to the Company. |
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(a) | This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. | ||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants rights under this Agreement, without the written consent of the Participant. | ||
(c) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. | ||
(d) | This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | ||
(e) | All obligations of the Company under the Plan and this Agreement, with respect to this Stock Appreciation Right, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(f) | To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho. |
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Coeur dAlene Mines Corporation | ||||||||
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ATTEST:
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Participant |
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THE COMPANY |
COEUR D ALENE MINES CORPORATION
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/s/ Dennis E. Wheeler | ||||
Dennis E. Wheeler | ||||
Chairman, President & CEO | ||||
THE EXECUTIVE | /s/ Richard Weston | |||
Richard Weston | ||||
Senior Vice President Operations |
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(i) | any organization, group or person (Person) (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)(the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the then outstanding securities of the Company; or | ||
(ii) | during any two-year period, a majority of the members of the Board serving at the Effective Date of this Agreement is replaced by directors who are not nominated and approved by the Board; or | ||
(iii) | a majority of the members of the Board is represented by, appointed by or affiliated with any Person whom the Board has determined is seeking to effect a Change in Control of the Company; or | ||
(iv) | the Company shall be combined with or acquired by another company and the Board shall have determined, either before such event or thereafter, by resolution, that a Change in Control will or has occurred. |
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if to the Company: |
Chairman and Chief Executive Officer
Coeur dAlene Mines Corporation 505 Front Avenue Coeur dAlene, ID 83814 |
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if to the Executive: | Richard Weston |
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Coeur dAlene Mines Corporation
505 Front Avenue Coeur dAlene, ID 83814 |
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THE COMPANY |
COEUR D ALENE MINES CORPORATION
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/s/ Dennis E. Wheeler | ||||
Dennis E. Wheeler | ||||
Chairman, President & CEO | ||||
THE EXECUTIVE | /s/ Richard Weston | |||
Richard Weston | ||||
Senior Vice President Operations |
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Years ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Ratio of earnings to fixed charges
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N/A | N/A | 10.69 | 16.51 | 4.37 |
State/Country of
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Ownership
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Name
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Incorporation | Percentage | ||||
Callahan Mining Corporation
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Arizona | 100 | % | |||
Coeur New Zealand, Inc.
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Delaware | 100 | % | |||
Coeur Gold New Zealand, Ltd.
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New Zealand | 100 | % | |||
Golden Cross Joint Venture
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New Zealand | 80 | % | |||
CDE Australia Pty Ltd.
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Australia | 100 | % | |||
CDE Mexico, S.A. de C.V.
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Mexico | 99.8 | % | |||
Coeur Alaska, Inc.
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Delaware | 100 | % | |||
Coeur Argentina, S.R.L.
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Argentina | 96.7 | % | |||
Coeur Explorations, Inc.
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Idaho | 100 | % | |||
Coeur Rochester, Inc.
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Delaware | 100 | % | |||
Coeur South America Corporation
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Delaware | 100 | % | |||
Coeur Sub One, Inc.
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Delaware | 100 | % | |||
Coeur Sub Two, Inc.
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Delaware | 100 | % | |||
Coeur dAlene Mines Australia Pty Ltd.
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Australia | 100 | % | |||
Bolnisi Gold Pty Ltd.
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Australia | 100 | % | |||
Bolnisi Mining Operations Pty Ltd.
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Australia | 100 | % | |||
Cropwood Ltd.
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Hong Kong | 100 | % | |||
Ensign Energy Pty Ltd.
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Australia | 100 | % | |||
Fairview Gold Pty Ltd.
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Australia | 100 | % | |||
Mexco Holdings, LLC
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Nevada | 100 | % | |||
Mexco Resources, LLC
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Nevada | 100 | % | |||
Darbazi, S.A. de C.V.
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Mexico | 100 | % | |||
Minera Bolnisi, S.A. de C.V.
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Mexico | 100 | % | |||
Servicos Administrativos Palmarejo, S.A. de C.V.
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Mexico | 100 | % | |||
Servicos Auxiliaries de Mineria, S.A. de C.V.
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Mexico | 100 | % | |||
Sierra Stewart, S.A. de C.V.
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Mexico | 100 | % | |||
Wyalong, S.A. de C.V.
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Mexico | 100 | % | |||
Palmarejo Silver and Gold ULC
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Canada | 100 | % | |||
Ocampo Resources, Inc.
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Nevada | 100 | % | |||
Ocampo Services, Inc.
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Nevada | 100 | % | |||
Coeur Mexicana, S.A. de C.V.
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Mexico | 100 | % | |||
Coeur Tanzania Ltd.
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Tanzania | 100 | % | |||
CDE Tanzania Ltd.
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Tanzania | 100 | % | |||
Compania Minera Cerro Bayo Ltd.
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Chile | 99.9 | % | |||
Empresa Minera Manquiri, S.A.
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Bolivia | 99.8 | % |
By: |
/s/
Dennis
E. Wheeler
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By: |
/s/
Mitchell
J. Krebs
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