UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2002

OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________ to

                          Commission File Number 1-8641

                         COEUR D'ALENE MINES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                      Idaho                               82-0109423
         -------------------------------              -----------------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)             Identification No.)

            505 Front Ave., P. O. Box "I"
                 Coeur d'Alene, Idaho                       83816
         ----------------------------------------        ------------
         (Address of principal Executive Offices)         (Zip Code)

Registrant's telephone number, including area code: (208) 667-3511

Securities Registered pursuant to Section 12(b) of the Act:

         Common Stock, par value $1.00 per share
         6 3/8% Convertible Subordinated Debentures due January 31, 2004
         71/4% Convertible Subordinated Debentures due October 31, 2005
                                                      (Title of Class)

Securities registered pursuant to Section 12(g) of the Act:  None






     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X       No     .
   -----       -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

Yes  X      No     .
   -----      -----

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant. (The aggregate market value is computed by reference to the
last sale price of such stock, as of March 14, 2003, which was $1.34 per share.)

                                  $186,894,541

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 17, 2003.

               139,473,538 shares of Common Stock, Par Value $1.00

               DOCUMENTS INCORPORATED BY REFERENCE

     The information called for by Part III of the Form 10-K is incorporated by
reference from the registrant's definitive proxy statement which will be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.



                                       2


                                TABLE OF CONTENTS

PART I
         Item 1.    Business
         Item 2.    Properties.
         Item 3.    Legal Proceedings.
         Item 4.    Submission of Matters to a Vote of Security Holders.
         Item 4A.   Executive Officers of the Registrant.
Part II
         Item 5.    Market for Registrant's Common Stock and Related Security
                    Holder Matters.
PART II
         Item 6.    Selected Financial Data
         Item 7.    Management's Discussion and Analysis of Financial Condition
                     and Results of Operations
         Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
         Item 8.    Financial Statements and Supplementary Data
         Item 9.    Changes and Disagreements With Accountants on Accounting and
                     Financial Disclosure
Part III
         Item 10.   Directors and Executive Officers of the Registrant
         Item 11.   Executive Compensation
         Item 12.   Security Ownership of Certain Beneficial Owners and
                     Management
         Item 13.   Certain Relationships and Related Transactions
         Item 14.   Contracts and Procedures
Part IV
         Item 15.  Exhibits, Financial Statement Schedules, and Reports on
                    Form 8-K
SIGNATURES
CERTIFICATIONS OF CEO AND CFO


                                       3


                                     PART I

Item 1.  Business

INTRODUCTION

     Coeur d'Alene Mines Corporation is the largest primary silver producer in
North America and is engaged through its subsidiaries in the operation and/or
ownership, development and exploration of silver and gold mining properties and
companies located primarily within the United States (Nevada, Idaho and Alaska)
and South America (Chile, Argentina and Bolivia). Coeur d'Alene Mines
Corporation and its subsidiaries are hereinafter referred to collectively as
"Coeur" or the "Company."


OVERVIEW OF MINING PROPERTIES AND INTERESTS

     The Company's most significant mining properties and interests are:

o    The Rochester Mine is a silver and gold surface mining operation located in
     northwestern Nevada and is 100% owned and operated by Coeur. It is one of
     the largest and lowest cost of production primary silver mines in the
     United States. During 1999, the Company acquired the mineral rights to the
     Nevada Packard property which is located one and one-half miles south of
     the Rochester mine. The Company commenced mining there in the first quarter
     of 2003.

o    Coeur owns 100% of the capital stock of Coeur Silver Valley ("Silver
     Valley"), which owns and operates the Galena underground silver mine that
     resumed production in May 1997 and owns the Coeur underground silver mine
     that discontinued operations on July 2, 1998. In addition, Silver Valley
     owns the Caladay property that adjoins the Galena Mine and has operating
     control of several contiguous exploration properties in the Coeur d'Alene
     Silver Mining District of Idaho.

o    Coeur owns 100% of the Cerro Bayo Mine (formerly the Fachinal Mine) in
     southern Chile, which is a high grade gold and silver underground mine. The
     Cerro Bayo deposit was discovered during 2000 and exploration drilling
     continued thereafter. Initial mining operations commenced in late 2001 and
     processing started in April 2002.

o    Coeur owns 100% of the capital stock of Compania Minera Polimet, S.A.
     ("Polimet") in Argentina, which owns and operates the high-grade Martha
     silver mine located 270 miles southeast of the Cerro Bayo Mine in
     Argentina. Mining operations commenced at the Martha Mine in June 2002.

o    Coeur owns 100% of Empressa Minera Manquiri S.A. ("Manquiri"), a Bolivian
     company that controls the mining rights for the San Bartolome project,
     which is a silver property in Bolivia where a final feasibility study is
     scheduled for completion in 2003. Depending on the results of the final
     feasibility study and price of silver, construction and development of San
     Bartolome could start in early 2004 with production commencing in 2005.

o    The Company owns 100% of the Kensington Property, located north of Juneau,
     Alaska. Optimization studies completed in 1999 and 2000 estimated cash
     operating costs of $225 per ounce of gold and estimated capital costs to
     develop the mine of approximately $150 million. Additional optimization
     work scheduled for 2003 could result in further reductions in both capital
     and operating costs. Amendments to the existing environmental permits are
     expected during 2003.

                                       4


     Coeur also has interests in other properties which are subject to silver or
gold exploration activities at which no mineable ore reserves have yet been
delineated.

EXPLORATION STAGE MINING PROPERTIES

     The Company either directly or through wholly-owned subsidiaries owns,
leases and has interests in certain exploration-stage mining properties located
in the United States, Chile Argentina and Bolivia. In keeping with its overall
efforts to focus its resources, the Company conducted approximately 52% of its
exploration activities during 2002 on or near existing properties where
infrastructure and production facilities are already in place.

SIGNIFICANT DEVELOPMENTS IN 2002

     o    Commenced production at the new wholly owned Cerro Bayo Mine and
          increased ore reserves at that property by 18% to 8.3 million ounces
          silver and 12% to 137,000 ounces of gold.

     o    Commenced production at the new wholly owned Martha Mine and
          discovered ore reserves at the property totaling 5.0 million ounces of
          silver and 4,000 ounces of gold.

     o    Introduced trackless mining at the Galena mine at Silver Valley, which
          reduced the cash cost of production by 8% and increased silver
          production by 17.6% compared to the previous year.

     o    Obtained operating permits for the Nevada Packard property located
          near the Company's Rochester Mine. The Company commenced mining
          operations on this property in the first quarter of 2003.

     o    Continued the ongoing debt restructuring program through exchanges and
          conversions reducing convertible indebtedness by an additional $66.0
          million during 2002.

     o    Obtained a $9 million working capital facility (expanded to US$ 12
          million in January 2003) with Standard Bank of New York, primarily for
          the operations at the Cerro Bayo Mine.

     o    The Company sold its interest in the Petorca Mine on August 30, 2002
          and recorded a gain of $1.4 million.

BUSINESS STRATEGY

     The Company's business strategy is to capitalize on the ore
reserve/mineralized material bases located at its operating mines and the
expertise of its management team to become the leading primary silver production
company through long-term, cash flow generating growth. The principal elements
of the Company's business strategy are to: (i) increase the Company's silver
production and reserves in order to remain the nation's largest primary silver
producer and one of the world's larger primary silver producers; (ii) decrease
cash costs and increase production at the Company's existing silver mining
operations; (iii) acquire operating mines, exploration and/or development
properties with a view to reducing the Company's cash and total costs, provide
short-term positive cash flow return and expand its silver production base and
reserves; and (iv) continue to explore for new silver and gold discoveries
primarily near its existing mine sites.

SOURCES OF REVENUE

     The Rochester Mine, Cerro Bayo/Martha Mine and Silver Valley's Galena Mine,
each operated by the Company, constituted the Company's principal sources of
mining revenues in 2002. The following table sets

                                       5


forth information regarding the percentage contribution to the Company's total
revenues (i.e., revenues from the sale of concentrates and dore plus other
income) by the sources of those revenues during the past five years:



                                    Coeur Percentage
                                      Ownership at                                Percentage of Total Revenues
Mine/Company                        December 31, 2002                              in Years Ended December 31,
------------                        -----------------       ---------------------------------------------------------------------
                                                                                                  
                                                              1998           1999          2000         2001         2002
                                                              ----           ----          ----         ----         ----
Rochester Mine                            100%                56.2%         49.2%          51.3%       68.2%         54.3%
Cerro Bayo/Fachinal Mine(1)               100                 14.6           8.0            9.6         0.2          15.4
Galena Mine(2)                            100                 (0.9)          4.6           17.0        22.0          26.0
Petorca Mine(3)                            --                  8.5           8.0            6.5         7.0             -
Yilgarn Star Mine(4)                       --                 12.1           9.2            9.2        (1.2)            -
Golden Cross Mine(5)                       --                  0.2          19.4              -           -             -
Other                                      --                  9.3           1.6            6.4         3.8           4.3
                                                               ---           ---            ---         ---           ---
                                                               100%          100%           100%        100%          100%
                                                               ====          ====           ====        ====          ====

(1)  The company closed the original Fachinal Mine in 2000 and subsequently commenced operations at the Cerro Bayo Mine,
     located within the same property package, in April 2002. Revenues include the sale of production from the Martha mine.

(2)  The Company increased its ownership interest in Silver Valley from 50% to 100%, and commenced accounting for Silver
     Valley on a fully consolidated basis on September 9, 1999.

(3)  The Company closed in the Petorca Mine in August 2001 and placed it for sale. The Company's interest in the Petorca Mine
     was 100% prior to the sale by the Company on August 30, 2002.

(4)  Coeur's interest in Gasgoyne's revenue was 50% during the above periods prior to the Company's sale of Gasgoyne on
     February 7, 2001. The Company's interest in Gasgoyne was reported in accordance with the equity method.

(5)  The Company discontinued mining and milling operations at the Golden Cross Mine in New Zealand, in which it possessed an
     80% ownership interest, in April 1998. The revenue received in 1999 represents the net proceeds received from the
     settlement of the outstanding litigation with Cyprus Amax Mineral Company relating to the Golden Cross mine.



DEFINITIONS

     The following sets forth definitions of certain important mining terms used
in this report.

"Cash Costs" are costs directly related to the physical activities of producing
silver and gold, and include mining, processing and other plant costs,
third-party refining and smelting costs, marketing expense, on-site general and
administrative costs, royalties, in-mine drilling expenditures that are related
to production and other direct costs. Sales of by-product metals, including
gold, are deducted from the above in computing cash costs per ounce. Cash costs
exclude depreciation, depletion and amortization, corporate general and
administrative expense, exploration, interest, and pre-feasibility costs and
accruals for mine reclamation. Cash costs are calculated and presented using the
"Gold Institute Production Cost Standard" applied consistently for all periods
presented.

"Dore" is bullion produced by smelting which contains gold, silver and minor
amounts of impurities.

"Gold" is a metallic element with minimum fineness of 999 parts per 1000 parts
pure gold.

"Heap Leaching Process" is a process of extracting gold and silver by placing
broken ore on an impermeable pad and applying a diluted cyanide solution that
dissolves a portion of the contained gold and silver, which are then recovered
in metallurgical processes.

"Mineralized Material" is gold and silver bearing material that has been
physically delineated by one or more of a number of methods including drilling,
underground work, surface trenching and other types of sampling. This

                                        6


material has been found to contain a sufficient amount of mineralization of an
average grade of metal or metals to have economic potential that warrants
further exploration evaluation. While this material is not currently or may
never be classified as reserves, it is reported as mineralized material only if
the potential exists for reclassification into the reserves category. This
material cannot be classified in the reserves category until final technical,
economic and legal factors have been determined. Under United States Securities
and Exchange Commissions standards, a mineral deposit does not qualify as a
reserve unless the recoveries from the deposit are expected to be sufficient to
recover total cash and non-cash costs for the mine and related facilities and
make a profit.

"Noncash costs" are costs that are typically accounted for ratably over the life
of an operation and include depreciation, depletion and amortization of capital
assets, accruals for the costs of final reclamation and long-term monitoring and
care that are usually incurred at the end of mine life, and the amortization of
the economic cost of property acquisitions, but exclude amortization of deferred
tax purchase adjustments relating to property acquisitions.

"Ore Reserve" is the part of a mineral deposit which can be economically and
legally extracted or produced at the time of the reserve determination.

"Probable Reserve" is a part of a mineralized deposit which can be extracted or
produced economically and legally at the time of the reserve determination. The
quantity and grade and/or quality of a probable reserve is computed from
information similar to that used for a proven reserve, but the sites for
inspection, sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for proven
reserves, is high enough to assume continuity between points of observation.
Mining dilution has been factored into the estimation of probable reserves. The
Company used a price estimate of $5.00 per ounce for silver, and $350 per ounce
for gold in estimating probable reserves at December 31, 2002.

"Proven Reserves" are a portion of a mineral deposit which can be extracted or
produced economically and legally at the time of the reserve determination. The
quantity of a proven reserve is computed from dimensions revealed in outcrops,
trenches, workings or drill holes; grade and/or quality are computed from the
results of detailed sampling and the sites for inspections, sampling and
measurement are spaced so closely and the geologic character is so well defined
that size, shape, depth and mineral content of a proven reserve is
well-established. Mining dilution has been factored into the estimation of
proven reserves. The Company used a price estimate of $5.00 per ounce for silver
and $350 per ounce for gold in estimating proven reserves at December 31, 2002.

"Run-of-mine Ore" is mined ore which has not been subjected to any pretreatment,
such as washing, sorting or crushing prior to processing.

"Silver" is a metallic element with minimum fineness of 995 parts per 1000 parts
pure silver.

"Stripping Ratio" is the ratio of the number of tons of waste material to the
number of tons of ore extracted at an open-pit mine.

"Ton" means a short ton which is equivalent to 2,000 pounds, unless otherwise
specified.

"Total Cash Costs per Ounce" are calculated by dividing the cash costs computed
for each of the Company's mining properties for a specific period by the amount
of gold ounces or silver ounces produced by that property during that same
period. Management uses cash costs per ounce produced as a key indicator of the
profitability of each of its mining properties. Gold and silver are sold and
priced in the world financial markets on a US dollar per ounce basis. By
calculating the cash costs from each of the Company's mines on the same unit
basis, management can easily determine the gross margin that each ounce of gold
and silver produced is generating. While this represents a key indicator of the
performance of the Company's mining properties you are cautioned not to place
undue reliance on this single measurement. To fully evaluate a mine's
performance, management

                                       7


also monitors US GAAP based profit/(loss), depreciation and amortization
expenses and capital expenditures for each mine as presented in Note O - Segment
Information in the Notes to the Company's Consolidated Financial Statements.
Total cash costs per ounce is a non-GAAP measurement and investors are cautioned
not to place undue reliance on it and are urged to read all GAAP accounting
disclosures presented in the consolidated financial statements and accompanying
footnotes.

"Total production costs" are the sum of cash costs and noncash costs.

IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

     This report contains numerous forward-looking statements relating to the
Company's gold and silver mining business, including estimated production data,
expected operating schedules and other operating data and permit and other
regulatory approvals. Such forward-looking statements are identified by the use
of words such as "believes," "intends," "expects," "hopes," "may," "should,"
"plan," "projected," "contemplates," "anticipates" or similar words. Actual
production, operating schedules, results of operations, ore reserve and resource
estimates and other projections and estimates could differ materially from those
projected in the forward-looking statements. The factors that could cause actual
results to differ materially from those projected in the forward-looking
statements include (i) the risk factors set forth below under this Item 1, (ii)
the risks and hazards inherent in the mining business (including environmental
hazards, industrial accidents, weather or geologically related conditions),
(iii) changes in the market prices of gold and silver, (iv) the uncertainties
inherent in the Company's production, exploratory and developmental activities,
including risks relating to permitting and regulatory delays, (v) the
uncertainties inherent in the estimation of gold and silver ore reserves, (vi)
changes that could result from the Company's future acquisition of new mining
properties or businesses, (vii) the effects of environmental and other
governmental regulations, and (viii) the risks inherent in the ownership or
operation of or investment in mining properties or businesses in foreign
countries. Readers are cautioned not to put undue reliance on forward-looking
statements. The Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information, future
events or otherwise.

Item 2.   Properties.

SILVER AND GOLD MINING OPERATIONS

North America

     Rochester Mine

     The Rochester Mine is a silver and gold surface mine located in Pershing
County, Nevada, located approximately 25 road miles northeast of Lovelock. The
mine commenced operations in 1986. The Company owns 100% of the Rochester Mine
by virtue of its 100% ownership of its subsidiary, Coeur Rochester, Inc. ("Coeur
Rochester"). The property consists of 16 patented and 541 unpatented contiguous
mining claims and 54 mill-site claims totaling approximately 11,000 acres.

     Production at Rochester in 2002 was approximately 6.4 million ounces of
silver and 71,905 ounces of gold, compared to 6.3 million ounces of silver and
approximately 78,200 ounces of gold in 2001. Cash costs per equivalent ounce of
silver decreased by 3.2% to $2.99 per ounce in 2002, compared to $3.09 per ounce
in 2001. Reduced cash costs were largely the result of ongoing optimization and
cost cutting measures and the impact of increased gold prices in 2002 over 2001.

     The mine utilizes the heap leaching process to extract both silver and gold
from ore mined using conventional open pit methods. Approximately 33,785 tons of
ore and waste per day were mined in 2002 compared to 40,560 tons per day in
2001. The average ore to waste strip ratio for the remaining life of the mine
will vary based primarily on future gold and silver prices; however, it is
anticipated to be less than 1:1.

                                       8


     Ore is crushed to approximately 3/8 inch and is then transported by
conveyor to a loadout facility where it is transferred to 150 ton trucks which
transport the ore to leach pads where solution is applied via drip irrigation to
dissolve the silver and gold contained in the ore. Certain low-grade ores are
hauled directly, as run-of-mine, by 100 ton haul trucks to leach pads where
solution is applied to dissolve the silver and gold contained in the ore. The
solutions containing the dissolved silver and gold pumped to a processing plant
where zinc precipitation is used to recover the silver and gold from solution.

     Based upon actual operating experience and certain metallurgical testing,
the Company estimates recovery rates in 2003 of 61.5% for silver and 93% for
gold on crushed ore. The leach cycle at the Rochester Mine requires
approximately seven years from the point ore is placed on the leach pad until
all recoverable metal is recovered. However, a significant proportion of metal
recovery occurs in the early years.

     At the Nevada Packard satellite deposit, all required permits were received
to commence mining which began in the first quarter of 2003.

     The Company's capital expenditures at the Rochester Mine totaled
approximately $1.8 million in 2002. During 2003, the Company intends to relocate
and upgrade its existing crushing facility, to access a portion of the reserves
contained underneath the existing crusher at an estimated cost of $8.9 million.
The Company intends to finance the relocation and upgrading of the crusher
facility out of the proceeds from the sale in February 2003 of $37.2 million
principal amount of 9% Senior Convertible Notes.

     Asarco Incorporated ("Asarco"), the prior lessee, has a net smelter royalty
interest which is payable only when the market price of silver equals or exceeds
$19.28 per ounce up to maximum rate of 5%. No royalties were required to be paid
by the Company during the three years ended December 31, 2002.




                  Year-end Proven and Probable Ore Reserves - Rochester Mine
                                    (includes Nevada Packard)

                                                   2000        2001       2002
                                                   ----        ----       ----
                                                                
        Tons (000's)                              53,844       51,400     46,946
        Ounces of silver per ton                    0.93         0.85       0.85
        Contained ounces of silver (000's)        49,966       43,902     39,717
        Ounces of gold per ton                     0.008        0.007      0.008
        Contained ounces of gold                 410,000      349,000    365,000

                                   Year-end Mineralized Material

                                                   2000        2001       2002
                                                   ----        ----       ----
        Tons (000's)                              65,897       61,815     33,756
        Ounces of silver per ton                    0.65         0.75       0.77
        Ounces of gold per ton                     0.005        0.005      0.009



                                       9




                                                 Operating Data

                                                            2000             2001              2002
                                                            ----             ----              ----
                                                                                   
        Production
            Tons ore mined (000's)                         11,276           10,630             6,310
            Tons crushed/leached (000's)                   10,996           11,884             9,185
            Ore grade silver (oz./ton)                       1.10             0.98              0.83
            Ore grade gold (oz./ton)                        0.009            0.008             0.006
            Recovery (%) silver                                55               54                85
            Recovery (%) gold                                  80               87               129
            Silver produced (oz.)                       6,678,274        6,348,292         6,417,792
            Gold produced (oz.)                            75,886           78,200            71,905

        Cost per Ounce of Silver
            Cash costs(1)                                  $ 3.21           $ 3.09             $2.99
            Noncash costs                                    1.82             1.39              0.76
                                                    -------------------------------------------------
            Total production costs                          $5.03            $4.48             $3.75

(1)  Total 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:
     Management's Discussion and Analysis of Financial Condition and Results of Operations -
     Critical Accounting Policies and Estimates; Total Production and Reserves" for reconciliation
     of this non-GAAP measure to GAAP production costs.



     Coeur Silver Valley

     The Company acquired 50% of Silver Valley from Asarco on September 9, 1999,
thereby increasing the Company's ownership interest to 100%. The benefits
identified by Coeur when it consummated that acquisition included (i) an
increase of 1.8 million ounces in the Company's estimated annual silver
production, (ii) the addition of 16.2 million ounces of silver to its proven and
probable reserves and significant mineralized material, (iii) the potential to
further increase reserves and mineralized material through systematic
exploration, (iv) the potential to increase production at the Galena Mine and
reduce cash costs, and (v) the consolidation of the Company's ownership position
and control of Idaho's Silver Valley.

     Silver Valley owns the Coeur and Galena Mines and the Caladay property
situated in the Coeur d'Alene Mining District of Idaho. Silver Valley
recommenced operations at the Coeur mine portion of its property in June 1996
and continued mining existing reserves there through July 2, 1998, when
operations were terminated after known reserves at the Coeur mine were depleted.
Silver Valley resumed production at the Galena Mine in May 1997 and operations
continue.

     Silver Valley plans to continue exploratory and developmental activities at
the Coeur, Galena and Caladay Mines as well as at several contiguous properties
in the Coeur d'Alene Mining District with a view toward the development of new
silver reserves.

     During the fourth quarter of 2002, the Company performed an impairment
review on the Silver Valley property and determined that its carrying amount was
impaired at December 31, 2002 based on changes to its overall mine plan and a
reduced long-term silver price estimate of $5.00 per ounce. As a result, the
Company recorded an impairment loss of $19.0 million as of that date.

                                       10


     Galena Mine

     The Galena Mine property is located immediately west of the City of Wallace
in Shoshone County in northern Idaho. The property consists of 52 patented
mining claims and 25 unpatented mining claims totaling approximately 1,100
acres.

     Silver production at the Galena Mine in 2002 was 5.3 million ounces of
silver, an increase of 18% compared to 4.5 million ounces in 2001. Enhanced
planning and development, along with improved efficiencies has provided more
efficient access to the higher-grade, most productive vein systems at depth,
such as the 117 and 72 veins.

     The Galena Mine is an underground silver-copper mine and is served by two
vertical shafts. The No. 3 shaft is the primary production shaft and is 5,800
feet deep. The Galena shaft primarily provides utility access for water,
electrical power and sand backfill for underground operations.

     The mine utilizes conventional and mechanized cut and fill mining methods
with sand backfill to extract ore from the high grade silver-copper vein
deposits that constitute the majority of the ore reserves. Silver and copper are
recovered by a flotation mill that produces a silver rich concentrate which is
sold to third-party smelters in Canada. Silver recovery through the mill
averaged 95% in 2002 and 96% in 2001.

     Waste material from the milling process is deposited in a tailings pond
located approximately two miles from the minesite. The tailings containment
pond, which is expanded on an as needed basis, has capacity for approximately
nine additional years at current production rates.

     Total cash costs for 2002 decreased to $4.25 per ounce compared to $4.62
per ounce in 2001. Cash costs in 2001 were adversely affected by difficult
ground conditions that temporarily restricted full access to some of the
high-grade veins and set production back from areas designed for mechanized
mining and bulk stopping. Measures were taken to alleviate these problems and
the mechanized mining initiative resumed. The introduction of a new sand
backfill system in early 2002 has also been instrumental in significant
operating improvements experienced in 2002.

     A comprehensive geological study of the immediate mine area has led to a
much greater understanding of the geologic controls at Coeur Silver Valley. As a
direct consequence, Coeur has been able to discover new high-grade silver veins
and to more efficiently extend many of the most prolific vein systems to depth
and, in some instances, back towards the upper levels of the Galena Mine. Of
particular importance is the very productive 117 vein that has already been
traced back up to the 3,100 level.

     Total capital expenditures by Silver Valley at the Galena Mine in 2002 were
$2.5 million of which $0.6 million consisted primarily of sustaining capital and
to increase annual production to five million ounces.

     Silver Valley has planned for capital expenditures of approximately $2.0
million for the Galena Mine during 2003.

                  Year-end Proven and Probable Ore Reserves -- Galena Mine (1)

                                                      2000       2001      2002
                                                      ----       ----      ----
        Tons (000's)                                 1,621      1,471       952
        Ounces of silver per ton                     19.13      20.43     23.09
        Contained ounces of silver (000's)          31,015     30,042    21,987


                                       11


                                    Year-end Mineralized Material (2)

                                                      2000       2001      2002
                                                      ----       ----      ----
        Tons (000's)                                 1,731      1,987     2,259
        Ounces of silver per ton                     11.11      11.00     11.56

                                    Operating Data (Coeur's interest)

                                                  2000        2001        2002
                                                  ----        ----        ----
        Production
            Tons ore milled                    204,576     198,294     238,780
            Ore grade silver (oz./ton)           20.43       23.66       23.34
            Recovery (%)                            96          96          95
            Silver produced (oz.)            4,013,891   4,507,652   5,302,721
        Cost per Ounce of Silver
            Cash costs(3)                        $4.59       $4.62       $4.25
            Noncash costs                         0.68        0.76         .75
                                         ---------------------------------------
            Total production costs               $5.27       $5.38       $5.00

(1)  The Galena Mine reserve estimate is based on a minimum mining width of 4 to
     4.5 feet diluted to 5.0 feet minimum width for most silver-copper and
     silver-lead veins. Cutoff grade is based on the cost of breaking and
     producing ore from a stope, but does not include development costs and
     administrative overhead.

(2)  Mineralized material includes both the Galena and Coeur mines.

(3)  Total 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: Management's Discussion and Analysis of
     Financial Condition and Results of Operations - Critical Accounting
     Policies and Estimates; Total Production and Reserves" for reconciliation
     of this non-GAAP measure to GAAP production costs.

     Coeur Mine

     The Coeur Mine is an underground silver mine located adjacent to the Galena
Mine in the Coeur d'Alene Mining District in Idaho, and consists of
approximately 868 acres comprised of 38 patented mining claims and four
unpatented mining claims.

     There was no mining activity at the Coeur Mine in 2002 and the property
remained on care and maintenance. However, the Company believes that significant
potential exists to discover additional high grade silver veins beneath the
current limit of the underground workings. In addition, the Coeur mine is
connected to the Galena mine, thus any future discoveries at either mine could
be efficiently developed and processed at either facility. This connection is
currently being utilized to improve ventilation and safety systems.

     Caladay Property

     The Caladay property adjoins the Galena Mine. Prior to its acquisition by
the Company in 1991, approximately $32.5 million was expended on the property to
construct surface facilities, a 5,101 ft. deep shaft and associated underground
workings to explore the property. Based on Silver Valley's analysis of existing
Galena Mine underground workings and drilling results on the Galena Property,
the Company believes that similar geologic conditions which exist at the Galena
may extend into the Caladay property below the level of the current Caladay
workings. In addition, the Caladay facilities are used to benefit the Galena
Mine operations, by providing additional ventilation.

                                       12


South America

     Chile -- Cerro Bayo Mine (formerly the Fachinal Mine)

     The Cerro Bayo property covers about 103 square miles and is located south
of Coihaique, the capital of Region XI in southern Chile, and approximately 25
miles west of the town of Chile Chico. The project lies on the east side of the
Andes mountain range at an elevation ranging from 600 to 4,500 feet and is
serviced by a gravel road from Chile Chico. The Cerro Bayo property is known to
include multiple epithermal veins containing gold and silver. The Company has
been granted exploitation concessions (the Chilean equivalent to an unpatented
claim except that the owner does not have title to the surface which must be
separately acquired from the surface owner) covering the mineralized areas of
the property as well as the necessary surface rights to permit mining.

     Mining operations at the previously operated nearby Fachinal Mine, which
consisted of both surface and underground mining, were discontinued in December
2000. The Company turned its focus on the development of the Cerro Bayo deposit
discovered approximately nine miles from the Fachinal processing facilities. The
Company changed the name of the property to the Cerro Bayo Mine in late 2001.

     The ore processing mill at the Cerro Bayo Mine uses the standard flotation
process to produce a high grade gold and silver concentrate. The concentrate
processed at this mill is sold to third-party smelters, primarily in Japan. The
mill has a design capacity of 1,650 tons per day. The Company estimates, based
on operating experience, recovery rates of 88% for gold and 89% for silver.
Electrical power is generated on-site by diesel generators and process water is
obtained from a combination of the adjacent General Carrera Lake and from
tailings re-circulation.

     During 2002, the Company continued its exploration and development program
at the Cerro Bayo deposit, which is located approximately nine miles east of the
processing facilities. This zone includes a vein structure named Lucero that has
a greater strike length, width and grade than anything previously encountered in
the district. The Cerro Bayo deposit is located within the Cerro Bayo trend and
consists of multiple veins and veinletes found over a zone that is at least six
miles north-south and is up to two and one half miles east-west. The Lucero
vein, which at the present time contains the majority of the reserves within
this trend, contains ore grade mineralization for more than 3,300 feet along
strike and to approximately 350 feet at depth. The Lucero vein is open in all
directions and at depth.

     Construction of two ramps to intersect the high-grade Lucero Vein in the
Cerro Bayo deposit commenced in November 2001 and was completed in February
2002. Additional mineralized high-grade gold and silver vein systems were
discovered, the Luz Eliana, Celia, Soledad East and Andrea, in addition to a
mineralized loop of the main Lucero vein. Completion of the two access ramps
provided new geological information as well as new discoveries. Sampling
programs on both the Lucero and Luz Eliana veins also have encountered grades
and thickness in excess of reserve model expectations. Development drifting and
production activities are underway to the north and south of the upper and lower
access ramp along the Lucero, Luz Eliana and Celia veins toward previously
delineated high-grade ore zones. Both surface and underground diamond drill
programs are also underway to test these vein structures for additional
high-grade gold and silver mineralization.

     Total capital expenditures at the Cerro Bayo property in 2002 were $3.6
million and the Company plans approximately $1.6 million of additional capital
expenditures there in 2003. The Company has arranged for a working capital
facility in the amount of $9 million (expanded to US$ 12 million in January
2003) with Standard Bank, U.S.A. LTD to meet short term liquidity needs.

     During 1999, the Company exercised its option to purchase 100% of the
Furioso property located approximately 50 miles southwest of the Cerro Bayo
mine. The high-grade Furioso ores will be processed at the Cerro Bayo mill.
During 2002, the Company completed a new road to allow haulage of Furioso ore to
Cerro

                                       13


Bayo at a cost of $1.8 million. Production from Furioso started in the second
quarter of 2002 and was in addition to ore mined from the Cerro Bayo deposit.

     Argentina -- Martha Mine

     In April 2002, the Company entered into agreements to acquire 145,000 acres
of prospective ground including the Martha high-grade underground silver mine
located in Argentina, approximately 270 miles southeast of the Cerro Bayo Mine,
and to make a strategic investment in Yamana Resources Inc. ("Yamana"), a mining
company with holdings in Argentina. Coeur acquired 100% of the 145,000 acres
including the Martha Mine for $2.5 million and also acquired approximately 10%
of the outstanding common shares of Yamana for approximately $0.6 million. In
June, 2002, Coeur commenced shipping Martha's high-grade ore to the Cerro Bayo
Mine for processing.



              Year-end Proven and Probable Ore Reserves (1) - Cerro Bayo/Martha Mine

                                                                2000             2001              2002
                                                                ----             ----              ----
                                                                                          
        Tons (000's)                                             787              855               993
        Ounces of silver per ton                                8.69             8.25             13.39
        Contained ounces of silver (000's)                     6,838            7,047            13,293
        Ounces of gold per ton                                  0.17             0.14              0.14
        Contained ounces of gold                             134,000          122,000           141,000

                                    Year-end Mineralized Material (1)

                                                                2000             2001              2002
                                                                ----             ----              ----
       Tons (000's)                                            2,166            1,675             1,067
       Ounces of silver per ton                                 4.80             7.10              7.94
       Ounces of gold per ton                                   0.09             0.12              0.12

                                            Operating Data (2)

                                                                2000             2001              2002
                                                                ----             ----              ----
        Production
            Tons ore milled                                  327,646               --           346,592
            Ore grade gold (oz./ton)                           0.056               --             0.155
            Ore grade silver (oz./ton)                          3.30               --             10.02
            Recovery gold (%)                                     88               --                87
            Recovery silver (%)                                   87               --                90
            Gold produced (oz.)                               16,077               --            45,209
            Silver produced (oz.)                            939,882               --         3,112,169

        Cost per Ounce of Silver (3)
            Cash costs                                        $10.10               --             $0.38
            Noncash costs                                       5.01               --              1.48
                                                      ----------------------------------------------------
            Total production costs                            $15.11               --             $1.86

(1)  Proven and probable ore reserves and mineralized material include the Furioso property.

(2)  Operations at the original Fachinal mine were discontinued in December 2000. Processing at Cerro Bayo
     commenced in April 2002 and mining operations at Martha commenced in June 2002. There are no processing
     facilities at the Martha mine; therefore the ore is transported to Cerro Bayo. Due to the relationship,
     the Cerro Bayo and Martha production and financial statements are consolidated for reporting purposes.


                                       14


(3)  Total 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: Management's Discussion and Analysis of
     Financial Condition and Results of Operations - Critical Accounting
     Policies and Estimates; Total Production and Reserves" for reconciliation
     of this non-GAAP measure to GAAP production costs.

     Although the governments of Chile and Argentina have been relatively stable
in recent years, the ownership of property in a foreign country is always
subject to the risk of expropriation or nationalization with inadequate
compensation. Any foreign operation or investment may also be adversely affected
by exchange controls, currency fluctuations, taxation and laws or policies of
particular countries as well as laws and policies of the United States affecting
foreign trade, investment and taxation.

     Chile -- Petorca Mine

     Prior to Coeur's sale of the Petorca Mine on August 30, 2002, Coeur owned
100% of the mine which was located on approximately 34,000 acres in the western
Andean foothills approximately 90 miles north of Santiago, Chile. Operations at
Petorca were terminated in August 2001 and bids were solicited for the sale of
Petorca. On August 30, 2002, the Company sold its interest in the Petorca mine
and reported a gain of $1.4 million.

     Gold production at Petorca in 2001 was 17,945 ounces of gold and 86,599
ounces of silver compared to 26,891 ounces of gold and 57,854 ounces of silver
in 2000. Total cash costs per equivalent ounce of gold in 2001 were $341 per
ounce compared to $345 per ounce in 2000. The decrease in production in 2001 was
attributable to the Company's decision to suspend mining operations in the third
quarter of 2001, due to continuing operating losses.

     There were no capital expenditures at Petorca in 2001 or 2002.


                    Year-end Proven and Probable Ore Reserves (1) - Petorca Mine

                                                    2000         2001     2002
                                                    ----         ----     ----
        Tons (000's)                                 406          313        -
        Ounces of silver per ton                    0.65         0.61        -
        Contained ounces of silver (000's)           264          189        -
        Ounces of gold per ton                      0.18         0.19        -
        Contained ounces of gold                  73,000       61,000        -

                                           Year-end Mineralized Material (1)

                                                    2000         2001     2002
                                                    ----         ----     ----
        Tons (000's)                               1,845        1,844        -
        Ounces of silver per ton                    0.55         0.55        -
        Ounces of gold per ton                      0.25         0.25        -


                                       15


                                            Operating Data

                                                     2000         2001     2002
                                                     ----         ----     ----
        Production
            Tons ore milled                       235,665      146,160        -
            Ore grade gold (oz./ton)                0.126        0.127        -
            Ore grade silver (oz./ton)               0.34         0.75        -
            Recovery gold (%)                          91           97        -
            Recovery silver (%)                        72           79        -
            Gold produced (oz.)                    26,891       17,945        -
            Silver produced (oz.)                  57,854       86,599        -

        Cost per Ounce of Gold Equivalent
            Cash costs(2)                            $345         $341        -
            Noncash costs                               8           20
                                               ---------------------------------
            Total production costs                   $353         $361      $ -

(1)  The Company closed the Petorca mine and placed it for sale in August 2001
     and sold it on August 30, 2002.

(2)  Total cash costs per ounce of gold represent a non-U.S.-GAAP measurement
     that management uses to monitor and evaluate the performance of its mining
     operations. See "Item 7: Management's Discussion and Analysis of Financial
     Condition and Results of Operations - Critical Accounting Policies and
     Estimates; Total Production and Reserves" for reconciliation of this
     non-GAAP measure to GAAP production costs.


SILVER AND GOLD DEVELOPMENT PROPERTIES


     Bolivia -- The San Bartolome Project

     Coeur acquired 100% of the equity in Empressa Miner Manquiri S.A.
("Manquiri") from Asarco on September 9, 1999. Manquiri's principal asset is the
mining rights in the San Bartolome project, a silver property located near the
city of Potosi, Bolivia, on the flanks of the Cerro Rico mountain. The San
Bartolome project consists of several distinct silver-bearing gravel deposits,
which are locally referred to as pallaco or sucu deposits. These deposits lend
themselves to simple, free digging surface mining techniques and can be
extracted without drilling and blasting. The deposits were formed as a result of
erosion of the silicified silver-rich upper part of the Cerro Rico mountain.

     The mineral rights for the San Bartolome project are held through long-term
lease agreements with several independent mining cooperatives and the Bolivian
State Mining Company ("COMIBOL"). Manquiri controls 67 square kilometers of
concessions (16,600 acres). The JV/lease agreements are subject to a 4%
production royalty payable partially to the cooperatives and partially to
COMIBOL. During the current exploration stage, the properties are subject to
monthly payments totaling approximately $34,700.

     Of the several pallacos deposits which are controlled by Coeur and surround
Cerro Rico, three are of primary importance and are known as Huachajchi, Diablo
(consisting of Diablo Norte, Diablo Sur and Diablo Este) and Santa Rita. During
2000, the Company under took an intensive field program and completed a
pre-feasibility study. The field program included detailed exploration, bulk
sampling, definition drilling, metallurgical studies and environmental baseline
data collection. Coeur retained a third party geological consulting firm to
incorporate the new data from the field program in an updated estimate of
mineralized material. As a result, mineralized material at San Bartolome
increased 15% from 2000, to 40.3 million tons with an average grade of 3.14
ounces of silver per ton.

                                       16


     To assist with the pre-feasibility study, which was completed during 2000,
Coeur retained third party engineering and geological consulting firms to
examine and verify all data used in the study, including the estimate of
mineralized material, process flow sheet design, site plan layout and detailed
estimates of all operating and capital costs. The study incorporated a cyanide
milling flow sheet with a wet pre-concentration screen circuit. In addition, the
study identified a number of optimization opportunities, that if successful,
could significantly enhance the economic returns of the project. During 2002,
Coeur pursued these optimization opportunities which included: securing
additional mining rights, evaluating the recovery of tin as a by-product,
process flow sheet enhancement and securing favorable in-country tax treatment.

     The pre-feasibility study concluded that a 7,000 to 7,500 ton per day
mining operation could be constructed at an estimated capital cost of $60.0
million to $70.0 million (inclusive of working capital, owner's costs and taxes
and duties). The operation would be capable of producing, on average, 5.5
million to 6.0 million ounces of silver per year at an estimated cash cost of
$3.50 per ounce over a projected mine life of eight to ten years.

     In the last quarter of 2001, the Company was awarded a grant of $760,000 by
the U.S. Trade and Development Agency to complete a final feasibility study
which is currently in progress. Originally, Coeur had planned to complete the
feasibility study by the end of the first quarter of 2002. However, the
completion date for the feasibility study was extended as the Company continues
to evaluate positive opportunities on the metallurgical front, specifically the
potential economic recovery of tin as a by-product and completion of the capital
cost estimate for the project. This is in addition to a number of other project
improvements, which include favorable tax treatment, the securing of electric
power and water rights significantly below initial estimates, and additional
mining rights granted by COMIBOL.

     Based on the feasibility study, subsequent geological work and including
the pallaco extensions granted by COMIBOL, Coeur estimates the mineralized
material at 40.3 million tons at 3.14 ounces per ton silver at San Bartolome.
Once the final feasibility is completed, Coeur expects a large proportion of the
mineralized material will be upgraded to proven and probable reserves. Coeur
expects the final feasibility study will be completed in 2003.

     Coeur expended approximately $2.7 million, $3.7 million and $2.7 million on
exploration at the San Bartolome project in 2002, 2001 and 2000, respectively,
and plans approximately $1.1 million for the feasibility study, additional
exploration, mining rights acquisitions and project development expenditures
during 2003.

     The San Bartolome project involves risks that are inherent in any mining
venture, as well as particular risks associated with the location of the
project. The estimate of mineralized material indicated by the geologic studies
performed to date are preliminary in nature and may differ materially after
further metallurgical testing is completed. Also, managing mining projects in
the altiplano area of Bolivia, where Cerro Rico is located, presents logistical
challenges. The political and cultural differences of a foreign country may also
present challenges.

             Year-end Mineralized Material -- San Bartolome Project

                                             2000          2001          2002
                                             ----          ----          ----
Tons (000's)                                41,096        40,297        40,297
Ounces of silver per ton                      2.97          3.14          3.14

     Alaska -- Kensington Gold Project

     On July 7, 1995, Coeur, through its wholly-owned subsidiary, Coeur Alaska,
Inc. ("Coeur Alaska"), acquired the 50% ownership interest of Echo Bay
Exploration Inc. ("Echo Bay") in the Kensington property from Echo Bay and Echo
Bay Alaska, Inc. (collectively the "Sellers"), giving Coeur 100% ownership of
the Kensington property. The Kensington project consists of approximately 6,000
acres, of which approximately 750

                                       17


acres are patented claims. The property is located on the east side of Lynn
Canal between Juneau and Haines, Alaska. Coeur Alaska is obligated to pay Echo
Bay a scaled net smelter return royalty on 1.0 million ounces of future gold
production after Coeur Alaska recoups the $32.5 million purchase price and its
construction and development expenditures incurred after July 7, 1995 in
connection with placing the property into commercial production. The royalty
ranges from 1% at $400 gold prices to a maximum of 2 1/2% at gold prices above
$475, with the royalty to be capped at 1.0 million ounces of production.

     The Kensington ore deposit consists of multiple, precious metals bearing,
mesothermal, quartz, carbonate, pyrite vein swarms and discrete quartz-pyrite
veins hosted in the Cretaceous age Jualin diorite. The gold-telluride-mineral
calaverite is associated with the pyrite mineralization.

         Year-end Proven and Probable Ore Reserves - Kensington Property

                                             2000, 2001 and 2002
                                             -------------------
Tons (000's)                                       10,946
Ounces of gold per ton                               0.16
Contained ounces of gold                        1,751,000

                          Year-end Mineralized Material

                                              2000, 2001 and 2002
                                              -------------------
Tons (000's)                                       12,014
Ounces of gold per ton                               0.12


     The proven and probable reserves estimate is derived from the original 1998
Bechtel feasibility study, adjusted for a revised mine plan and updated capital
and operating cost estimates.

     Not all Kensington ore zones have been fully delineated at depth and
several peripheral zones and veins remain to be explored. The Company possesses
the right to develop the Jualin property, an exploratory property located
adjacent to the Kensington Property. The Jualin property consists of
approximately 9,400 acres, of which approximately 345 acres are patented claims.
The Company's rights to develop the Jualin property are subject to an agreement
which must be renewed in May 2008.

     During 2002, 2001 and 2000, the Company's efforts at Kensington continued
to be directed toward the permitting process and further project optimization
studies. Based on the results of the optimization studies completed in 2000 and
1999 the Company estimated that the project's cash operating costs could be
reduced to approximately $225 per ounce of gold and total capital costs to
develop the mine should be reduced to approximately $150 million.

     Project optimization continued from 2000 through 2002. Those optimization
efforts included: 1) a proposed reduction in process throughput combined with a
corresponding increase to the grade of ore to be mined, 2) a relocation of the
plant site, 3) a change to the method and routing of personnel and supplies
transportation, and 4) a possible alternative tailings management system. The
Company will continue to examine these new alternatives given the potential
capital cost savings.

     Total expenditures by the Company at the Kensington property in 2002 were
$2.0 million. Such expenditures were used to continue the permitting and
optimization activities. The Company plans approximately $1.6 million in project
expenditures during 2003, which are planned for ongoing technical support and
site maintenance.

                                       18


     During the fourth quarter of 2001, the Company performed an impairment
review on the Kensington property and determined that its carrying amount for
the Kensington was impaired at December 31, 2001. As a result, the Company
recorded an impairment loss of $6.1 million on the investment. During 1998 the
Company completed an impairment review and recorded a $121.5 million write-down
pursuant to SFAS 121. The Company has determined that no additional impairment
exists as of December 31, 2002.

     Coeur continues to complete the permitting process. Coeur may seek a joint
venture partner to assist with the development of the Kensington property. No
assurance can be given as to whether or when the required regulatory approvals
will be obtained or as to whether the Company will place the Kensington project
into commercial production.

EXPLORATION ACTIVITY

     Coeur, either directly or through its wholly-owned subsidiaries, owns,
leases and has interests in certain exploration-stage mining properties located
in the United States, Chile, Argentina and Bolivia. Exploration and development
expenses of approximately $3.8 million, $6.4 million and $6.7 million were
incurred by the Company in connection with exploration activities in 2002, 2001
and 2000, respectively.

     In keeping with the Company's overall efforts to focus its financial
resources, Coeur conducted 100% of the 2002 exploration program on or near
existing properties where infrastructure and production facilities are already
in place. During 2003, the Company will continue to focus its exploration
efforts on its existing properties, particularly at the Cerro Bayo mine in Chile
and the Martha Mine in Argentina.

     Puchuldiza, Chile Joint Venture Property

     On November 28, 2001, the Company signed an exploration agreement with
Barrick Gold Corporation relating to Coeur's Puchuldiza gold property located
approximately 155 miles northeast of the port city of Iquique in northern Chile.
Under the terms of the agreement, Barrick can earn a 75% interest in the
property for exploration expenditures of $2.3 million over the next five years.
For an additional $5.8 million in exploration spending, Barrick can increase its
property interest to 85%. Coeur, however, can recover its full 25% interest by
making a cash payment to Barrick equivalent to 25% of Barrick's additional
expenditure of $5.8 million, plus a 50% penalty.

     Puchuldiza is considered to be geologically unique in Chile in that it
appears to be a large epithermal hot spring deposit in a setting very similar to
other high-grade gold deposits in the USA, New Zealand and Japan. Gold
mineralization can be found throughout the property in systems of veins,
veinlets and stockworks developed in explosion breccias and silicified zones.
Coeur believes that there is considerable potential to expand the current
near-surface resource. Preliminary work indicated that the possible existence of
a large, high-grade feeder system at depth underlying the near-surface
mineralization.

     During 2002, Barrick spent approximately $0.2 million on geologic mapping
plus numerous geochemical and geophysical techniques on the Puchuldiza property.
Results of their work have been encouraging enough to stake an additional 5,000
hectares of land on behalf of the joint venture, which more than triples the
size of the original property holdings. Drilling is expected to commence during
the first quarter of 2003.

     Cerro Bayo Mine, Chile

     Coeur continued to have exploration success at its 100%-owned Cerro Bayo
gold/silver mining operation in southern Chile. Over $1.4 million was spent in
exploration during 2002. A total of 87,250 ft of core drilling was completed in
240 holes primarily during the second half of the year. The goal was to discover
new reserves and mineralized material immediately north and south of the Cerro
Bayo mine.

                                       19


     New reserves and mineralized material were successfully discovered in five
veins totaling 791,827 tons containing 16,896,625 silver equivalent ounces. The
average discovery cost was $.083 per silver equivalent ounce. The five veins
include Lucero Norte, Lucero Sur, Luz Eliana Celia Sur, Marta Sur and, most
significantly, the Javiera vein.

     Reserves discovered on the Javiera vein during 2002 were sufficient to
justify the construction of a new portal located 800 meters north of the Cerro
Bayo mine beginning in the first quarter of 2003. Production from the Javiera
vein is expected to commence during the third quarter of 2003.

     At the end of 2002, Coeur also discovered the Wendy vein, which is located
50 feet west of the Javiera vein. This new vein is visible from the surface for
over 2,600 feet and the Company expects Wendy to be similar in size and grade to
the nearby Javiera vein. The only drill hole into Wendy returned 7.5 feet of
67.5 silver equivalent ounces per ton.

     Due to these positive results, the Company has increased its holding of
prospective ground by 10% to 103 square miles.

     The exploration potential to discover additional high grade veins within
the entire Cerro Bayo trend, which is 2.5 miles east-west by 6 miles
north-south, is considered to be excellent. The exploration budget for 2003 was
increased to $1.8 million, which should be sufficient to drill over 100,000 ft
in well over 300 core holes.

     Martha Mine, Argentina

     Coeur had outstanding exploration results at its 100%-owned high-grade
silver Martha Mine located in Santa Cruz Province, Argentina. The underground
mine is approximately 270 miles southeast of Coeur's Cerro Bayo property located
in Southern Chile. Coeur acquired the Martha Mine in April 2002 and began
transporting high-grade ore from the Martha mine to its Cerro Bayo mill in June
2002. In addition 145,000 acres of exploration stage properties in Santa Cruz
Province were also acquired.

     Coeur commenced exploration efforts during the second half of 2002 and
focused primarily on the Martha vein located within the 100 acre Martha mine
property. The Martha vein, which is exposed for over one mile, is one of six
presently known veins that have had very limited exploration prior to Coeur's
acquisition of the property. Coeur's efforts in 2002 consisted of mapping,
sampling and the drilling of 89 holes totaling 21,320 feet. Total expenditures
were $0.2 million.

     Exploration was successful in discovering extensions of high grade ore
along the strike of the Martha vein within the mine itself as well as locating
an entirely new high-grade ore shoot called the "R 4 Zone" located approximately
300 feet southeast of the mine. The R 4 Zone remains open along strike,
indicating additional high-grade reserves should be discovered during 2003.

     The R 4 Zone is a significant new discovery that is expected to extend the
Martha mine life through the end of 2004. At the present time, reserves in the R
4 Zone total 27,928 tons averaging 0.12 ounces per ton gold and 143 ounces per
ton silver for a total of 4.2 million silver equivalent ounces. A select drill
intercept has a true thickness of 44.0 feet of 0.42 ounces per ton of gold and
666 ounces per ton of silver, which equates to a silver equivalent grade of 694
ounces per ton. An ongoing drill program during 2003 is expected to expand the
high grade reserve in the R 4 zone to the southeast.

     New reserves and mineralized material discovered on the Martha mine
property during the second half of 2002 totaled 4.6 million silver equivalent
ounces, averaging 150 ounces of silver equivalent per ton. They were discovered
at a cost of $.033 per silver equivalent ounce.

                                       20


     Coeur has also initiated ground reconnaissance on its large land package in
Santa Cruz Province surrounding the Martha mine as well as 90 miles to the north
surrounding its Lejano property, which also contains a significant silver
resource. Numerous new epithermal veins were discovered that contain high grade
gold and silver mineralization on the surface. These veins have never been
sampled or drilled. One of these veins is up to 13 feet wide and has been
continuously mapped for over 3.5 miles. The Company plans to map, sample and
drill as many of these veins during 2003.

     Because of the highly prospective nature of Coeur's land holdings and the
excellent results to date, Coeur increased its land position by nearly 50% to
334 square miles. In addition, the Company has increased its 2003 exploration
budget for Argentina to $0.8 million.


SILVER AND GOLD PRICES

     The Company's operating results are substantially dependent upon the world
market prices of silver and gold. The Company has no control over silver and
gold prices, which can fluctuate widely. The volatility of such prices is
illustrated by the following table, which sets forth the high and low prices of
silver (as reported by Handy and Harman) and gold (London Metal Exchange final
quotation) per ounce during the periods indicated:



         ---------------------------------------------------------------------------------------------------
                                                     Year Ended December 31,
                         -----------------------------------------------------------------------------------
                                  2000                        2001                        2002
                         -----------------------------------------------------------------------------------
                           High          Low           High           Low          High           Low
                         -----------------------------------------------------------------------------------
                                                                             
         Silver          $  5.53       $  4.60      $  4.81        $  4.06       $5.12         $4.23
         Gold            $312.70       $263.80      $293.25        $255.55       $349.65       $278.45
         ---------------------------------------------------------------------------------------------------


MARKETING

     Coeur has historically sold the gold and silver from its mines both
pursuant to forward contracts and at spot prices prevailing at the time of sale.
Entering into forward sale contracts is a strategy which can be used to enhance
revenues and/or mitigate some of the risks associated with fluctuating precious
metals prices. The Company continually evaluates the potential benefits of
engaging in these strategies based on the then current market conditions. Coeur
had no future silver production hedged at December 31, 2002. In order to ensure
that planned revenues from the sale of gold are realized and to reduce the
impact of any declines in gold prices, the Company has established the prices to
be received in the future for a portion of its gold production by entering into
a forward sales agreements. At December 31, 2002, approximately 48.6% of the
Company's estimated annual production of gold over the next year was committed
under the Company's gold hedging program. For further details of the Company's
gold sales program please refer to Note O - Financial Instruments of the
Company's Consolidated Financial Statements and Accompanying Notes.

PROVISIONS OF THE TRANSACTION AGREEMENT AND SHAREHOLDER AGREEMENT WITH ASARCO

     In September 1999, Coeur consummated an acquisition of certain silver
assets and properties from Asarco in exchange for 7.125 million shares of Coeur
common stock. Pursuant to the Transaction Agreement entered into by Coeur and
Asarco in connection with the transaction, Asarco was required, during the five
years following the transaction, to obtain the consent of Coeur of any sale of
such shares and to not sell any of such shares to anyone other than an affiliate
of Asarco or in a widely distributed public offering. On January 6, 2003, Coeur
and Asarco entered into an agreement providing that Coeur would use its best
efforts to have the shares registered under the universal shelf registration
statement on Form S-3, which registration is in process . Asarco agreed that it
would limit any sales of shares prior to September 9, 2004 so that no individual
purchaser will purchase in excess of 500,000 shares. Asarco's two designees on
Coeur's Board of Directors resigned. Finally, Asarco agreed to waive its
approval authority under the Shareholder Agreement, dated as of September 9,
1999, entered into by Coeur and Asarco which provided that Coeur would be
required to obtain the prior written consent of

                                       21


Asarco with respect to certain actions by Coeur. Coeur plans, promptly after the
SEC registration statement is declared effective, to file a prospectus
supplement to a pending registration statement that will register the Coeur
shares owned by Asarco for resale under the Securities Act of 1933.

GOVERNMENT REGULATION

General

     During 2002 the Company was not cited for any violations of environmental
or operating regulations and permits. The Company's commitment to environmental
responsibility has been recognized in 19 awards received since 1987, which
included the Dupont/Conoco Environmental Leadership Award, awarded to the
Company on October 1, 1991 by a judging panel that included representatives from
environmental organizations and the federal government and the "Star" award
granted on June 23, 1993 by the National Environmental Development Association,
and the Environmental Waikato Regional Council award for Golden Cross
environmental initiative granted on May 15, 1995. In 1994, the Company's
Chairman and Chief Executive Officer, and in 1997, the Company's Vice President
of Environmental and Governmental Affairs, were awarded the American Institute
of Mining, Metallurgical and Petroleum Engineers' Environmental Conservation
Distinguished Service Award.

     The Company's activities are subject to extensive federal, state and local
laws governing the protection of the environment, prospecting, development,
production, taxes, labor standards, occupational health, mine safety, toxic
substances and other matters. Although such regulations have never required the
Company to close any mine and the Company is not presently subject to any
material regulatory proceedings related to such matters, the costs associated
with compliance with such regulatory requirements are substantial and possible
future legislation and regulations could cause additional expense, capital
expenditures, restrictions and delays in the development of the Company's
properties, the extent of which cannot be predicted. In the context of
environmental permitting, including the approval of reclamation plans, the
Company must comply with known standards and regulations which may entail
significant costs and delays. Although Coeur has been recognized for its
commitment to environmental responsibility and believes it is in substantial
compliance with applicable laws and regulations, amendments to current laws and
regulations, the more stringent implementation thereof through judicial review
or administrative action or the adoption of new laws could have a materially
adverse effect upon the Company.

     For the years ended December 31, 2002, 2001 and 2000, the Company expended
$5.3 million, $5.5 million and $7.0 million, respectively, in connection with
routine environmental compliance activities at its operating properties and
expects to expend approximately $5.7 million for that purpose in 2003. Future
environmental expenditures will be determined by governmental regulations and
the overall scope of the Company's operating and development activities.

Federal Environmental Laws

     Mining wastes are currently exempt to a limited extent from the extensive
set of Environmental Protection Agency ("EPA") regulations governing hazardous
waste, although such wastes may be subject to regulation under state law as a
solid or hazardous waste. The EPA plans to develop a program to regulate mining
waste pursuant to its solid waste management authority under the Resource
Conservation and Recovery Act ("RCRA"). Certain processing and other wastes are
currently regulated as hazardous wastes by the EPA under RCRA. The EPA is
studying how mine wastes from extraction and benefication should be managed and
regulated. If the Company's mine wastes were treated as hazardous waste or such
wastes resulted in operations being designated as a "Superfund" site under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"
or "Superfund") for cleanup, material expenditures would be required for the
construction of additional waste disposal facilities or for other remediation
expenditures. Under CERCLA, any present owner or operator of a Superfund site or
an owner or operator at the time of its contamination generally may be held
liable and may be forced to undertake remedial cleanup action or to pay for the
government's cleanup efforts. Additional regulations or requirements may also be
imposed upon the Company's tailings and

                                       22


waste disposal in Idaho and Alaska under the Federal Clean Water Act ("CWA") and
state law counterparts, and in Nevada under the Nevada Water Pollution Control
Law which implements the CWA. Air emissions are subject to controls under
Nevada's, Idaho's and Alaska's air pollution statutes implementing the Clean Air
Act.

Proposed Mining Legislation

     Legislation is presently being considered in the U.S. Congress to change
the Mining Act under which the Company holds mining claims on public lands. It
is possible that the Mining Act will be amended or be replaced by more onerous
legislation in the future. The legislation under consideration, as well as
regulations under development by the Bureau of Land Management, contain new
environmental standards and conditions, additional reclamation requirements and
extensive new procedural steps which would be likely to result in delays in
permitting.

     During the last several Congressional sessions, bills have been introduced
which would supplant or materially alter the Mining Act. If enacted, such
legislation may materially impair the ability of the Company to develop or
continue operations which derive ore from federal lands. No such bills have been
passed and the extent of the changes, if any, which may be enacted by Congress
is not presently known. A significant portion of Coeur's U.S. mining properties
are on public lands. Any reform of the Mining Act or regulations thereunder
based on these initiatives could increase the costs of mining activities on
unpatented mining claims, and as a result could have an adverse effect on the
Company and its results of operations. Until such time, if any, as new reform
legislation or regulations are enacted, the ultimate effects and costs of
compliance on the Company cannot be estimated.

Foreign Government Regulations

     The mining properties of the Company that are located in Chile and
Argentina are subject to various government laws and regulations pertaining to
the protection of the air, surface water, ground water and the environment in
general, as well as the health of the work force, labor standards and the
socioeconomic impacts of mining facilities upon the communities. A recently
established State Council for the Environment (CODEMA) has responsibility to
define policy, approve plans and programs, control regulatory activities and
enforce compliance. The Company believes it is in substantial compliance with
all applicable laws and regulations to which it is subject in Chile and
Argentina.

     The Republic of Bolivia, where the San Bartolome project is located, has
adopted laws and guidelines for environmental permitting that are similar to
those in effect in the United States and other South American countries. The
permitting process requires a thorough study to determine the baseline condition
of the mining site and surrounding area, an environmental impact analysis, and
proposed mitigation measures to minimize and offset the environmental impact of
mining operations.

Maintenance of Claims

     At mining properties in the United States, including the Rochester,
Kensington, Coeur, Galena and Caladay mines, operations are conducted in part
upon unpatented mining claims, as well as patented mining claims. Pursuant to
applicable federal law it is necessary, in order to maintain the unpatented
claims, to pay to the Secretary of the Interior, on or before August 31 of each
year, a claim maintenance fee of $100 per claim. This claim maintenance fee is
in lieu of the assessment work requirement contained in the Mining Law of 1872.
In addition, in Nevada, holders of unpatented mining claims are required to pay
the county recorder of the county in which the claim is situated an annual fee
of $3.50 per claim. No maintenance fees are payable for patented claims.
Patented claims are similar to land held by an owner who is entitled to the
entire interest in the property with unconditional power of disposition.

     In Chile, operations are conducted upon mineral concessions granted by the
national government. For exploitation concessions (somewhat similar to a U.S.
patented claim), to maintain the concession, an annual tax is

                                       23


payable to the government before March 31 of each year in the approximate amount
of $1.14 per hectare. For exploration concessions, to maintain the right, the
annual tax is approximately $.30 per hectare. An exploration concession is valid
for a five-year period. It may be renewed for new periods unless a third party
claims the right to explore upon the property, in which event the exploration
concession must be converted to an exploitation concession in order to maintain
the rights to the concession.

     Minerals are owned by the Argentine government, which allows individual
provinces to impose a maximum 3% mine-mouth royalty on mineral production. The
first step in acquiring mining rights is filing a cateo, which gives exclusive
prospecting rights for the requested area for a period of time, generally up to
3 years. Maximum size of each cateo is 10,000 hectares; a maximum of 20 cateos
can be held by a single entity (individual or company) in any one province.

     The holder of a cateo has exclusive right to establish a Manifestation of
Discovery (MD) on that cateo, but MD's can also be set without a cateo on any
land not covered by someone else's cateo. MD's are filed as either a vein or
disseminated discovery. A square protection zone can be declared around the
discovery - up to 840 hectares for vein MD or up to 7,000 hectares for a
disseminated MD. The protection zone grants the discoverer exclusive rights for
an indefinite period, during which the discoverer must provide an annual report
presenting a program of exploration work and investments related to the
protection zone. An MD can later be upgraded to a Mina (mining claim), which
give the holder the right to begin commercial extraction of minerals.

EMPLOYEES

     The number of full-time employees at December 31, 2002 of Coeur d'Alene
Mines Corporation and its subsidiaries was:

             United States Corporate Staff & Office                  22
             Silver Valley - Galena Mine (1)                        211
             Rochester Mine                                         234
             Kensington Property                                      5
             Chilean Corporate Staff & Office                         7
             Cerro Bayo Project/Fachinal Mine (1)                   198
             Other                                                   90
                                                                    ---
               Total                                                767

(1)  Operations where a portion of the employees are represented by a labor
     union.

     The Company maintains a labor agreement with the United Steelworkers of
America at its Coeur Silver Valley mine. The agreement was effective from
October 1999 and expired on December 13, 2002. While contract negotiations were
underway during the first quarter of 2003, the employees at Coeur Silver Valley
continue to work pursuant to terms of the expired contract. Labor relations at
all of the Company's mines are believed to be good.

RISK FACTORS

     The following information sets forth information relating to important
risks and uncertainties that could materially adversely affect the Company's
business, financial condition or operating results. References to "we," "our"
and "us" in these risk factors refer to the Company. Additional risks and
uncertainties that we do not presently know or that we currently deem immaterial
may also impair our business operations.

                                       24


If presently unexpected circumstances cause us to be unable to pay our debts
upon their maturity, it may be necessary for us to seek relief under Chapter 11
of the Bankruptcy Code.

          At December 31, 2002, we had a total of approximately $79.5 million of
outstanding notes and debentures, which included approximately $12.7 million of
13 3/8% Senior Subordinated Notes due December 31, 2003, $55.1 million principal
amount of 6 3/8% Convertible Subordinated Debentures due January 31, 2004 and
approximately $11.7 million principal amount of 7 1/4% Convertible Subordinated
Debentures due October 31, 2005. On February 26, 2003, we consummated the
private sale of $37.2 million principal amount of 9.0% Senior Convertible Notes
due February 14, 2007, out of the proceeds of which we intend to retire
approximately $22.4 million principal amount of our 6 3/8% Convertible
Subordinated Debentures. In addition, during January, February and March 2003,
we issued a total of 19.0 million shares of our common stock in exchange for
$26.9 principal amount of outstanding 6 3/8% Convertible Subordinated
Debentures, $1.7 million principal amount of outstanding 7 1/4% Convertible
Subordinated Debentures and $2.8 million principal amount of outstanding 13 3/8%
Senior Subordinated Notes. As a result, we expect our notes and debentures to be
reduced by April 30, 2003 to approximately $62.8 million , which includes
approximately $5.8 million principal amount of 6 3/8% Convertible Subordinated
Debentures, $9.9 million principal amount of 7 1/4% Convertible Subordinated
Debentures, $9.9 million of 13 3/8% Senior Subordinated Notes and $37.2 million
principal amount of 9% Senior Convertible Notes. We expect to be able to
generate adequate cash flow and, if necessary, to raise additional debt or
equity capital, in order to service our outstanding indebtedness upon maturity.
However, if presently unexpected circumstances cause us to be unable to service
our indebtedness upon maturity, we may be required to seek relief under Chapter
11 of the Bankruptcy Code. Chapter 11 permits a company to remain in control of
its business, protected by a stay of all creditor action while the company seeks
to negotiate and confirm a plan of reorganization with its creditors.

We have incurred losses in the last five years and expect to continue to do so.

     We have incurred net losses in the last five years, and have had losses
from continuing operations in each of those periods. Significantly contributing
to the losses were:

o    historically low silver and gold market prices;

o    our deliberate pursuit of a growth policy calling for the acquisition of
     mining properties and companies and financing such growth principally by
     incurring convertible indebtedness; and

o    significant write-downs for impaired assets in1998 ($223.2 million), 1999
     ($16.2 million), 2000 ($12.2 million), 2001 ($6.1 million) and 2002 ($19.0
     million),

     While market prices for silver and gold have recently increased, if silver
and gold prices were to remain at current levels or decline and we are unable to
reduce our production costs below prevailing price levels, our losses will
continue. Because low silver and gold prices may make mining at our properties
uneconomical, if these prices decline, we may be required to recognize
additional impairment write-downs. This would increase our operating losses.

We have not had sufficient earnings to cover fixed charges in recent years and
presently expect that situation to continue.

     As a result of our net losses, our earnings have not been adequate to
satisfy fixed charges (i.e., interest, preferred stock dividends and that
portion of rent deemed representative of interest) in each of the last five
years. The amounts by which earnings were inadequate to cover fixed charges were
approximately $227.0 million in 1998, $29.3 million in 1999, $47.5 million in
2000, $3.1 million in 2001 and $81.2 million in 2002, respectively. As of
December 31, 2002, we were required to make fixed payments on the following
securities:

                                       25


o    $55.1 principal amount of our 6 3/8% convertible subordinated debentures
     due 2004, requiring annual interest payments of approximately $3.5 million
     until their maturity on January 31, 2004; and

o    $11.7 million principal amount of our 7 1/4% convertible subordinated
     debentures due 2005, requiring annual interest payments of approximately
     $1.1 million until their maturity on October 31, 2005.

o    $12.7 million principal amount of our 13 3/8% Series I convertible senior
     subordinated notes due December 2003, requiring interest payments (in cash
     or in common stock) of approximately $1.7 million in December 2003

As of February 28, 2003, we were required to make fixed payments on the
following securities:

o    $28.2 million principal amount of our 6 3/8% Convertible Subordinated
     Debentures 2004, requiring annual interest payments of approximately $1.8
     million until their maturity on January 31, 2004;

o    $9.9 million principal amount of our 7 1/4% Convertible Subordinated
     Debentures due 2005, requiring annual interest payments of approximately
     $1.1 million until their maturity on October 31, 2005; and

o    $9.9 million of our Series I 13 3/8% senior convertible notes due 2005,
     requiring interest payments (in cash or in common stock) of approximately
     $1.3 million in December 2003.

o    $37.2 million of our 9% Senior Convertible Notes due 2007, requiring annual
     interest payments (in cash or in common stock) of approximately $3.3
     million until their maturity on February 26, 2007.

     On March 7, 2003, we issued a redemption notice for approximately $22.4
million principal amount of our 6 3/8 Convertible Subordinated Debentures due
January 31, 2004. We do not expect that the remaining 6 3/8% or 7 1/4%
convertible subordinated debentures will be converted into common stock in the
foreseeable future because the conversion price of each issue substantially
exceeds the current market price of our common stock. The 9% Senior Convertible
Notes are convertible into common stock at a price of $1.60 per share.

     We expect to satisfy our fixed charges and other expense obligations in the
future from cash flow from operations and, if cash flow from operations is
insufficient, from working capital, which amounted to approximately $6.6 million
at December 31, 2002, and, if necessary, the sale of assets or equity or debt
securities. We have recently been experiencing negative cash flow from operating
activities. The amount of net cash used in, as opposed to provided by, our
operating activities amounted to approximately $8.5 million in 2002 and $29.9
million in 2001. The availability of future cash flow from operations or working
capital to fund the payment of interest on our debentures and other fixed
charges will be dependent upon numerous factors, including our results of
operations, silver and gold prices, levels and costs of production at our mining
properties, the amount of our capital expenditures and expenditures for
acquisitions, developmental and exploratory activities, and the extent to which
we are able to reduce the amount of our indebtedness through additional
exchanges.

The market price of silver over which we have no control, is volatile and is at
a level that adversely affects us.

     Because we derive greater than 68.8% of our revenues from sales of silver,
our earnings are directly related to the price of this metal.

     Silver prices fluctuate widely and are affected by many factors beyond our
control, including interest rates, expectations regarding inflation,
speculation, currency values, governmental decisions regarding the disposal of
precious metals stockpiles, global and regional demand and production, political
and economic conditions and other factors.

                                       26


     The market price of silver (as reported by Handy & Harman) on March 14,
2003 was $4.56 per ounce. The price of silver may decline in the future. Factors
that are generally understood to contribute to a decline in the price of silver
include sales by private and government holder, and a general global economic
slowdown.

     If the silver price becomes depressed for a sustained period, our net
losses will continue, we may suspend mining at one or more of our properties
until the price increases, and we may be required to record additional asset
impairment write-downs pursuant to SFAS 144 (as discussed below).

We have recorded significant write-downs of mining properties in recent years
and may have to recognize additional write-downs in the future.

     Statement of Financial Accounting Standards No. 144 (SFAS 144), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," established accounting standards for impairment of the value of long-lived
assets such as mining properties. SFAS 144 require a company to review the
recoverability of its assets by estimating the future undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
Impairment must be recognized when the carrying value of the asset exceeds these
cash flows.

     Recognizing impairment write-downs has negatively impacted our results of
operations in recent years. We have recorded significant write-downs of our
mining properties in recent years, amounting to $16.2 million in 1999, $12.2
million in 2000, $6.1 million in 2001 and $19.0 million in 2002. The 1999
write-downs consisted of $16.2 million at the Yilgarn Star Mine in Australia.
The 2000 write-down included an impairment of $12.2 million for our investment
in Gasgoyne Gold Mines NL. The 2001 write-down consisted of an additional
impairment of $6.1 million at the Kensington property, in addition to the $121.5
written-off in 1998. The 2002 write-down consisted of a $19.0 impairment at
Coeur Silver Valley.

     While we do not believe that any of our other properties presently requires
a write-down pursuant to SFAS No. 144, if silver prices become depressed for a
sustained period of time and/or we fail to reduce production costs or expand
mineable ore reserves at our mining properties, we may recognize further asset
write-downs.

     We also might have to record other types of additional mining property
write-downs in the future to the extent a property is sold by us for a price
less than the carrying value of the property or reserves have to be created in
connection with the closure and reclamation of a property.

The estimation of ore reserves is imprecise and subjective, requiring the use of
uncertain metals market prices and other assumptions. Estimated ore reserves may
not be realized in future actual production and operating results.

     The ore reserve figures presented in this report are estimates made by our
technical personnel. Reserve estimates are a function of geological and
engineering analysis and also require us to make assumptions about production
costs and silver and gold market prices. Reserve estimation is necessarily an
imprecise and subjective process and the accuracy of such estimates is a
function of the quality of available data and of engineering and geological
interpretation, judgment and experience. Assumptions about silver and gold
market prices are subject to great uncertainty as those prices have fluctuated
widely in the past. Declines in the market prices of silver or gold may render
reserves containing relatively lower grades of ore uneconomic to exploit, and we
may be required to further reduce reserve estimates, discontinue development or
mining at one or more of our properties, or write down assets as impaired.
Should we encounter mineralization or geologic formations at any of our mines or
projects different from those predicted by drilling, sampling and similar
examinations, then our reserve estimates may be adjusted and mining plans may be
altered, which may adversely affect our actual production and operating results.
Ore reserves at most of our mining properties operated by us are the subject of
verification by

                                       27


independent consulting geologists or mining engineers. Ore reserves at mining
properties in which we have an ownership interest but which are operated by
other companies are prepared by such companies, reviewed by us and may not be
subject to independent verification.

     Silver and gold reserves at mining properties owned by us and in which we
have an ownership interest were calculated at or about December 31, 2002. Our
ore reserve determinations were based on a silver price of $5.00 per ounce and a
gold price of $350 per ounce.

Significant risks and costs are associated with our exploration, development and
mining activities.

     Our ability to sustain or increase our present production levels depends in
part on successful exploration and development of new ore bodies and/or
expansion of existing mining operations. Mineral exploration, particularly for
silver and gold, involves many risks and frequently is not productive. If and
when mineralization is discovered, it may take a number of years until
production is possible, during which time the economic viability of the project
may change. Substantial expenditures are required to establish ore reserves,
extract the metals from the ores and, in the case of new properties, to
construct mining and processing facilities. The economic feasibility of any
individual development project and all such projects collectively is based upon,
among other things, estimates of the size and grade of ore reserves, proximity
to infrastructures and other resources (such as water and power), metallurgical
recoveries, production rates and capital and operating costs of such development
projects, and future metals prices. Development projects are also subject to the
completion of favorable feasibility studies, issuance of necessary permits and
receipt of adequate financing.

     Development projects may have no operating history upon which to base
estimates of future operating costs and capital requirements. Particularly for
development projects, estimates of reserves, metal recoveries and cash operating
costs are to a large extent based upon the interpretation of geologic data
obtained from a limited number of drill holes and other sampling techniques and
feasibility studies. Estimates of cash operating costs are then derived based
upon anticipated tonnage and grades of ore to be mined and processed, the
configuration of the orebody, expected recovery rates of metals from the ore,
comparable facility and equipment costs, anticipated climate conditions and
other factors. As a result, actual cash operating costs and economic returns of
any and all development projects may materially differ from the costs and
returns estimated.

Our silver and gold production may decline in the future.

     Our future silver and gold production may decline as a result of the
exhaustion of reserves and possible closure of mines. It has been and will
continue to be our business strategy to conduct silver and gold exploratory
activities at our existing mining and exploratory properties as well as at new
exploratory projects, and to acquire silver and gold mining properties and/or
businesses that possess mineable ore reserves and are expected to become
operational in the near future. Although that is our business strategy, we can
provide no assurance that our silver and gold production in the future will not
decline.

There are significant risks associated with our mining activities, not all of
which are fully covered by insurance.

     The mining business is generally subject to risks and hazards, including
quantity of production, quality of the ore, environmental hazards, industrial
accidents, the encountering of unusual or unexpected geological formations,
cave-ins, flooding, earthquakes and periodic interruptions due to inclement or
hazardous weather conditions. These occurrences could result in damage to, or
destruction of, mineral properties or production facilities, personal injury or
death, environmental damage, reduced production and delays in mining, asset
write-downs, monetary losses and possible legal liability. Although we maintain
insurance in an amount that we consider to be adequate, liabilities might exceed
policy limits, in which event we could incur significant costs that could
adversely affect our results of operation. Insurance fully covering many
environmental risks (including

                                       28


potential liability for pollution or other hazards as a result of disposal of
waste products occurring from exploration and production) is not generally
available to us or to other companies in the industry.

We are subject to significant environmental and other governmental regulations
that can require substantial expenses and capital expenditures.

     Our mining activities are subject to extensive federal, state, local and
foreign laws and regulations governing environmental protection, natural
resources, prospecting, development, production, post-closure reclamation,
taxes, labor standards, occupational health and safety including, mine safety,
toxic substances and other matters. Although these laws and regulations have
never required us to close any mine, the costs associated with compliance with
such laws and regulations are substantial and possible future laws and
regulations, or more stringent enforcement thereof by governmental authorities
could cause additional expense, capital expenditures, restrictions on or
suspensions of our operations and delays in the development of our properties.
Moreover, these laws and regulations allow governmental authorities and private
parties to bring lawsuits based upon damages to property and injury to persons
resulting from the environmental, health and safety impacts of our past and
current operations, and can lead to the imposition of substantial fines,
penalties and other civil and criminal sanctions. Risks of substantial costs and
liabilities, including for the restoration of the environment after the closure
of our mines, are inherent in our operations. Although we believe we are in
substantial compliance with applicable laws and regulations, we cannot assure
you that any such law, regulation, enforcement or private claim will not have a
material adverse effect on our business, financial condition or results of
operations.

     Certain of our mining wastes are currently exempt to a limited extent from
the extensive set of federal Environmental Protection Agency (EPA) regulations
governing hazardous waste under the Resource Conservation and Recovery Act
(RCRA). If the EPA designates these wastes as hazardous under RCRA in the
future, we would be required to expend additional amounts on the handling of
such wastes and to make significant expenditures on the construction of
hazardous waste disposal facilities. In addition, regardless of whether these
wastes are designated as hazardous under RCRA, if they cause contamination in or
damage to the environment at a mining facility, such facility may be designated
as a "Superfund" site under the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA). Under CERCLA, any owner or operator of
a Superfund site since the time of its contamination may be held liable and may
be forced to undertake extensive remedial cleanup action or to pay for the
government's cleanup efforts. Additional regulations or requirements are also
imposed upon our tailings and waste disposal areas in Idaho and Alaska under the
federal Clean Water Act (CWA) and in Nevada under the Nevada Water Pollution
Control Law which implements the CWA. Airborne emissions are subject to controls
under the air pollution statutes implementing the Clean Air Act in Nevada, Idaho
and Alaska. In the context of environmental permitting, including the approval
of reclamation plans, we must comply with standards and regulations which entail
significant costs and can entail significant delays.

Significant risks are associated with our foreign operations and activities.

     Chile, Argentina and Bolivia are the most significant foreign countries in
which we directly or indirectly own or operate mining properties or
developmental projects. We also conduct exploratory projects in Chile, Argentina
and Bolivia. Although the governments and economies of these countries have been
relatively stable in recent years, property ownership in a foreign country
generally is subject to the risk of expropriation or nationalization with
inadequate compensation. Any foreign operations or investment may also be
adversely affected by exchange controls, currency fluctuations, taxation and
laws or policies of particular countries as well as laws and policies of the
United States affecting foreign trade investment and taxation.

There are significant risks associated with any future acquisitions by us.

     An important element of our business strategy has been the opportunistic
acquisition of silver and gold mines, properties and businesses. While it is our
practice to engage independent mining consultants to assist in

                                       29


evaluating and making acquisitions, mining properties acquired by us in the
future might not be developed profitably or, if profitable when acquired, that
profitability might not be sustained. In connection with any future
acquisitions, we may incur indebtedness or issue equity securities, resulting in
dilution of the percentage ownership of existing shareholders. We intend to seek
shareholder approval for any such acquisitions only to the extent required by
applicable law, regulations or stock exchange rules.

Finding and acquiring new mineral properties is very difficult and competitive.

     Because mines have limited lives based on proven and probable ore reserves,
we, like other mining companies are continually seeking to replace and expand
our ore reserves. Identifying promising mining properties is difficult.
Furthermore, we encounter strong competition from other mining companies in
connection with the acquisition of properties producing or capable of producing
silver and gold. Many of these companies have greater financial resources than
we do. Consequently, we may be unable to replace and expand current ore reserves
through the acquisition of new mining properties on terms we consider
acceptable.

Significant risks are associated with our purchases of currencies of foreign
countries in which we do business.

     We may enter into agreements which require us to purchase currencies of
foreign countries in which we do business in order to ensure fixed exchange
rates. In the event that actual exchange rates vary from those set forth in the
hedge contracts, we will experience U.S. dollar-denominated currency gains or
losses.

We will have to use some of our cash to provide financial assurance relating to
our Rochester Mine's future reclamation liability.

     The insurance company that issued the surety bond required under Nevada law
to cover our estimated $21.8 million of future mine closure reclamation costs
relating to the Rochester Mine filed for liquidation in the first quarter of
2001. We have reached an agreement with this insurance company and the State of
Nevada regarding financial assurance for reclamation costs at the Rochester
Mine. This settlement requires us to fund a reclamation escrow account in
amounts calculated based on a formula which takes into account the amount of
silver produced and sold at the Rochester Mine commencing January 1, 2002. We
estimate that the annual funding required by the settlement into this escrow
account will be approximately $3.2 million, which adversely effects our working
capital position.

Third parties may dispute our unpatented mining claims.

     The validity of unpatented mining claims, which constitute a significant
portion of our property holdings in the United States, is often uncertain and
may be contested. Although we have attempted to acquire satisfactory title to
undeveloped properties, we, in accordance with mining industry practice, do not
generally obtain title opinions until a decision is made to develop a property,
with the attendant risk that some titles, particularly titles to undeveloped
properties, may be defective.

We are required to obtain government permits to expand operations or begin new
operations, which is often a costly and time-consuming process.

     Mining companies are required to seek governmental permits for expansion of
existing operations or for the commencement of new operations. Obtaining the
necessary governmental permits is a complex and time-consuming process involving
numerous jurisdictions and often involving public hearings and costly
undertakings on our part. The duration and success of permitting efforts are
contingent on many factors that are out of our control. Government permitting
may increase costs and cause delays depending on the nature of the activity to
be permitted, and in an extreme case, could cause us to not proceed with the
development of a mine.

                                       30


     The market price of our common stock could decrease as a result of the
impact of an increase in the number of our outstanding shares that may result
from issuances of shares in exchange for our outstanding convertible debt.

     We may, from time to time, enter into exchange transactions with holders of
our outstanding convertible debt involving the issuance of additional shares of
common stock. The impact of the issuance of a significant amount of common stock
may place downward pressure on the market price of the common stock.

     The market price of our common stock has been volatile and may decline.

     The market price of our common stock has been volatile and may decline in
the future. The high and low closing sale prices of our common stock were $4.13
and $0.81 per share in 2000, $1.23 and $0.87 in 2001 and $2.50 and $0.78 in
2002. The closing sale price at March 14, 2003 was $1.34 per share.

     The market price of our common stock historically has fluctuated widely and
been affected by many factors beyond our control. These factors include:

o    the market prices of silver and gold;

o    general stock market conditions;

o    interest rates;

o    expectations regarding inflation;

o    currency values; and

o    global and regional political and economic conditions and other factors.

     The offer and resale of 7.125 million restricted shares of our outstanding
common stock, which we have been required to register for public resale under
the Securities Act of 1933, could impose downward pressure on the market price
of our common stock.

     In 1999, we issued 7.125 million shares of our common stock to Asarco in
connection with our acquisition of certain of its silver mining interests. This
represents approximately 5.2% of our currently outstanding common stock. Asarco
exercised its contractual right to request the registration of those shares
under the Securities Act for public resale, subject to a limitation of the sale
of no more than 500,000 shares to any one individual purchaser. The public
offering and resale of such shares would increase the number of outstanding
shares being sold in the public market and could exert downward pressure on the
market price of our shares.

     We do not anticipate paying dividends on the common stock.

     We do not anticipate paying any cash dividends on the common stock at this
time. Therefore, holders of the common stock will likely not receive a dividend
return on their investment and there is a significant likelihood that holders of
the common stock will not realize any value through the receipt of cash
dividends.

     We are subject to anti-takeover provisions in our charter and in our
contracts that could delay or prevent an acquisition of us even if such an
acquisition would be beneficial to our shareholders.

     Certain provisions of our articles of incorporation and our contracts could
delay or prevent a third party from acquiring us, even if doing so might be
beneficial to our shareholders. Some of these provisions:

o    authorizethe issuance of preferred stock which can be created and issued by
     the Board of Directors without prior shareholder approval, commonly
     referred to as "blank check" preferred stock, with rights senior to those
     of the common stock; and

                                       31


o    require that a "fair price" be paid in such business transactions.

     We have also implemented a shareholder rights plan which could delay or
prevent a third party from acquiring us.

     The uncertainties inherent in estimating inventory mean that our estimates
of current and non-current inventories may not be realized in future actual
production and operating results.

     We use estimates, based on prior production results and experiences, to
determine whether heap leach inventory will be recovered more than one year in
the future, and is non-current inventory, or will be recovered within one year,
and is current inventory. The estimates involve assumptions that may not prove
to be consistent with our actual production and operating results. We cannot
determine the amount ultimately recoverable until leaching is completed. As set
forth under Item 6 ("Selected Financial Data") below, we have recently corrected
the classification of inventory. This correction has reduced the amount of
reported current inventory by $22.8 million in 1999, $19.9 million in 2000 and
$12.4 million in 2001.

     Our silver mining operations would be adversely affected if we are not able
to renew our labor union contract at Silver Valley.

     On December 13, 2002, our labor contract with the United Steelworkers of
America for the Galena Mine expired. The union negotiating committee recommended
to its membership, consisting of 44 members, that our offer be accepted.
However, the membership voted to reject the offer. Although no strike has been
called and negotiations continue, our silver mining operations would be
adversely affected if we are unable to negotiate a new labor contract with the
union.

Item 2. Properties.
        ----------

     Information regarding the Company's properties is set forth under Item 1
above.

Item 3. Legal Proceedings.
        -----------------

     Federal Natural Resources Action

     On March 22, 1996, an action was filed in the United States District Court
for the District of Idaho by the United States against various defendants,
including the Company, asserting claims under CERCLA and the Clean Water Act for
alleged damages to federal natural resources in the Coeur d'Alene River Basin of
Northern Idaho as a result of alleged releases of hazardous substances from
mining activities conducted in the area since the late 1800s.

     On March 16, 2001, the Company and representatives of the U.S. Government,
including the Environmental Protection Agency, the Department of Interior and
the Department of Agriculture, reached an agreement in principle to settle the
lawsuit, which represents the only suit in which the Company has been named as a
party. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the
Company has paid the U.S. Government a total of approximately $3.9 million, of
which $3.3 million was paid in May 2001 and the remaining $.6 million was paid
in June 2001. In addition, the Company will (i) pay the United States 50% of any
future recoveries from insurance companies for claims for defense and
indemnification coverage under general liability insurance policies in excess of
$0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property
(i.e., the former Coeur Mine site) and Caladay property, and (iii) make
available certain real property to be used as a waste repository. Finally,
commencing five years after effectiveness of the settlement, the Company will be
obligated to pay net smelter royalties on its operating properties, up to a
maximum of $3 million, amounting to a 2% net smelter royalty on silver
production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce
net smelter royalty on gold production if the price of gold exceeds $325 per
ounce. The royalty would run for 15

                                       32


years commencing five years after effectiveness of the settlement. The Company
recorded $4.2 million of expenses, which included $3.9 million of settlement
payments, in the fourth quarter of 2000 in connection with the settlement.

     Lawsuit to Recover Inventory

     During the first quarter of 2000, Handy & Harman Refining Group,
Inc.("Handy & Harman"), to which the Rochester Mine had historically sent
approximately 50% of its dore, filed for Chapter 11 bankruptcy. The Company had
inventory at the refinery of approximately 67,000 ounces of silver and 5,000
ounces of gold that has been delivered to certain creditors of Handy & Harman.
On February 27, 2001 the Company commenced a lawsuit against Handy & Harman and
certain others in the U.S. Bankruptcy Court for the District of Connecticut
seeking recovery of the metals and/or damages. Handy & Harman's Chapter 11
liquidation plan was confirmed by the Bankruptcy Court in August 2001 and on
November 3, 2001, the Company received approximately $294,000 from Handy &
Harman as a partial payment under the plan. The liquidating custodian of Handy &
Harman under the liquidation plan filed suit against the Company in March 2002
for the value of 100,000 ounces of silver (i.e., approximately $500,000) as a
preference based on the Company's draw-down of its silver held by Handy & Harman
in mid-March 2000. Based on this legal action, the Company determined that the
recovery of any additional amounts would be remote. As a result, the Company
recorded a $1.4 million write-down of the remaining carrying amount in the
fourth quarter of 2001. Management of the Company and legal counsel believe that
the claims are without merit, and are vigorously defending the suit.

     Private Property Damage Action

     On January 7, 2002, a private class action suit captioned Baugh v. Asarco,
et al., was filed in the Idaho District Court for the First District (Lawsuit
No. 2002131) in Kootenai County, Idaho against the companies that have been
defendants in the prior Bunker Hill and natural resources litigation in the
Coeur d'Alene Basin, including the Company, by eight northern Idaho residents
seeking medical benefits and real property damages from the mining companies
involved in the Bunker Hill Superfund site. In October 2002, the court conducted
a hearing on motions resulting in an order striking certain of the alleged
causes of action from the complaint, and dismissing the complaint with leave to
amend it. In January 2003, the plaintiffs filed an amended complaint. Certain of
the defendants, including the Company, filed motions to dismiss the complaint,
which will be heard by the court in May 2003. While the Company believes the
suit is without merit, at this early stage of the proceedings, the Company
cannot predict the outcome of this suit.

     State of Maine and State of Idaho Superfund Sites Related to Callahan
Mining Corporation

     During 2001, the United States Forest Service made a formal request for
information regarding the Deadwood Mine Site located in central Idaho. Callahan
Mining Corporation had operated at this site during the 1940's. The Forest
Service believes that some cleanup action is required at the location. However,
Coeur d'Alene Mines Corporation did not acquire Callahan until 1991, more than
40 years after Callahan disposed of its interest in the Deadwood property. The
Company did not make any decisions with respect to generation, transport or
disposal of hazardous waste at the site. Therefore, it is believed that the
Company is not liable for any cleanup, and if Callahan might be liable, it has
no substantial assets with which to satisfy any such liability. To date no claim
has been made by the United States for any dollar amount of cleanup costs
against either the Company or Callahan.

     During 2002, the EPA made a formal request for information regarding a
Callahan mine site in the State of Maine. Callahan operated there in the late
1960's, shut the operations down in the early 1970's and disposed of the
property. The EPA contends that some cleanup action is warranted at the site,
and listed it on the National Priorities List in late 2002. The Company believes
that because it made no decisions with respect to generation, transport or
disposal of hazardous waste at this location, it is not liable for any cleanup
costs. If Callahan might

                                       33


have liability, it has no substantial assets with which to satisfy such
liability. To date, no claim has been made for any dollar amount of cleanup
costs against either the Company or Callahan.

     Expired Labor-Management Agreement at the Galena Mine

     The labor-management agreement for the Galena and Coeur Mines expired on
December 13, 2002. Negotiations for a new labor contract have not yet been
successful. The employees are working under the expired agreement. There is no
threat of a strike. However, if the employees were to strike and a work stoppage
occurs and we are unable to negotiate a new labor contract with the union, our
silver mining operations would be adversely affected.

AVAILABLE INFORMATION

     The Company's website is http://www.couer.com. Coeur makes available free
of charge, on or through its website, its Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as soon as reasonably
practicable after electronically filing such reports with the Securities and
Exchange Commission. Information contained on the Company's website is not a
part of this report.

     The Company's Board of Directors recently adopted an addendum to its
Policies and Procedures Manual to establish a code of ethics for the chief
executive and principal financial and accounting officers of the Company. The
Company will provide a copy of the code free of charge to any person that
requests a copy by writing to the Secretary, Coeur d'Alene Mines Corporation,
400 Coeur d'Alene Mines Building, 505 Front Avenue, Post Office Box I, Coeur
d'Alene, Idaho 83816-0316.

Item 4. Submission of Matters to a Vote of Security Holders.
        ---------------------------------------------------

     Not applicable.

Item 4A. Executive Officers of the Registrant.
         ------------------------------------

     The following table sets forth certain information regarding the Company's
current executive officers:



                                             Office with                             Appointed
Name                          Age            the Company                             to Office
----                          ---            -----------                             ---------
                                                                              
Dennis E. Wheeler             60           Chairman of the Board                       1992
                                           Chief Executive Officer                     1986

Robert Martinez               56           President                                   2002
                                           Chief Operating Officer                     1998

James A. Sabala               48           Executive Vice President                    2003
                                           Chief Financial Officer

Dieter A. Krewedl             59           Senior Vice President - Exploration         1998

Gary W. Banbury               50           Vice President - Administration             2001
                                           and Human Resources

Troy J. Fierro                39           Vice President - Operations                 2001



                                       34




                                                                              

Wayne L. Vincent              41           Controller                                  1998
                                           Chief Accounting Officer                    1999

Mitchell J. Krebs             31           Vice President - Corporate Development      2003

James N. Meek                 51           Treasurer                                   1999


     Messrs. Wheeler, Martinez, Banbury, Vincent and Meek have been principally
employed by the Company for more than the past five years. Prior to his
appointment as president on September 19, 2002, Mr. Martinez served as Senior
Vice President and Chief Operating Officer since May 15, 1998, as Vice President
- Operations since April, 1997 and previously was Vice President - Engineering,
Operational Services and South American Operations of the Company. Prior to his
appointment as Executive Vice President and Chief Financial Officer in January
2003, Mr. Sabala was Chief Financial Officer and Controller for Stillwater
Mining Company from 1998 to 2003 and from 1991 to 1998 was employed by the
Company in various capacities with the most recent being a Senior Vice President
and Chief Financial Officer. Prior to his appointment as Vice President -
Administration and Human Resources, Mr. Banbury held the position of Vice
President - Human Resources from 1998 to 2000, prior thereto as Manager of Human
Resources with the Company. Prior to his appointment as Senior Vice
President-Exploration on May 1, 2001, Mr. Krewedl was Vice President of
Exploration for the Company since October 8, 1998 and prior to that the Vice
President-Explorations for Echo Bay Mines, LTD. Prior to his appointment as Vice
President of Operations in January 2002, Mr. Fierro served as Vice President -
Mining Services commencing as of May 2001 and prior to that he held the position
of Vice President - General Manager at the Company's Rochester Mine. Prior to
his appointment as Controller and Chief Accounting Officer, Mr. Vincent held the
position of Manager of Financial Accounting with the Company for the prior eight
years. Prior to his appointment as Treasurer, Mr. Meek held the position of
Assistant Treasurer and Manager of Budget and Forecasting. Prior to his
appointment as Vice President of Corporate Development on February 12, 2003, Mr.
Krebs was employed as an independent consultant from September 2001, and from
May 2000 through August 2001 was employed as the President of Mine Depot Inc.
From August 1999 through April 2000, Mr. Krebs was an associate with Allied
Capital Corporation. From August 1995 through November 1997, Mr. Krebs was
employed by the Company as Manager - Acquisition Evaluation.


                                     Part II

Item 5. Market for Registrant's Common Stock and Related Security Holder
        ----------------------------------------------------------------
        Matters.
        -------

     The Company's Common Stock is listed on the New York Stock Exchange (the
"NYSE") and the Pacific Coast Exchange. The following table sets forth, for the
periods indicated, the high and low closing sales prices of the Common Stock as
reported by the NYSE:

                                             High               Low
                                             ----               ---

        2001:       First Quarter            $1.600            $0.875
                    Second Quarter            1.950             1.000
                    Third Quarter             1.280             0.730
                    Fourth Quarter            0.940             0.650

        2002:       First Quarter            $1.460            $0.790
                    Second Quarter            2.090             0.980
                    Third Quarter             2.360             1.310
                    Fourth Quarter            1.920             1.310


                                       35


     The Company has not paid per share cash distributions or dividends on its
Common Stock since 1996. Future distributions or dividends on the Common Stock,
if any, will be determined by the Company's Board of Directors and will depend
upon the Company's results of operations, financial conditions, capital
requirements and other factors.

     At March 14, 2003, there were 5,669 record holders of the Company's
outstanding Common Stock.

Sales of Securities Without Registration Under the Securities Act of 1933.

     On May 31, 2002, the Company issued $21.5 million principal amount of a new
second series of 13 3/8% Convertible Senior Subordinated Notes due December 31,
2003 (the "Series II Notes") to eight institutional investors (the "Investors")
for an aggregate purchase price of $16.0 million. The sale was effected without
registration under the Securities Act of 1933 (the "Act") in reliance upon
Section 4(2) thereof. The notes were issued pursuant to an Indenture, dated May
31, 2002, (the "Indenture") between the Company and the Bank of New York, as
trustee. The terms of the Series II Notes and the Indenture are substantially
similar, subject to certain contingent provisions, to the terms of the
previously issued Series I 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 and related Indenture, dated August 1, 2001, between the
Company and the Bank of New York, as trustee, relating thereto. Each of the
Investors qualified as an "accredited investor" within the meaning of Rule
501(a) under the Act.

     The Series II Notes are convertible at any time prior to their maturity on
December 31, 2003 at a conversion price of $1.35 per share, subject to
adjustment. The Company may elect to automatically convert the Series II Notes
at any time prior to maturity if the closing sale price of the Company's common
stock exceeds 200% of the conversion price for at least 20 trading days during a
30-day trading day period ending within five trading days prior to the notice of
automatic conversion. If an automatic conversion occurs prior to maturity, the
Company will make a payment to holders in cash or, at the Company's option, in
common stock, equal to $211.77 for each $1,000 principal amount of notes, less
any interest actually paid prior to automatic conversion. If paid in common
stock, the shares of common stock will be valued at 90% of the average of the
closing price of the Company's common stock for the five trading days
immediately preceding the second trading day prior to the automatic conversion
date. If holders elect to convert their Series II Notes prior to maturity and
prior to notice of automatic conversion, they will have the right to receive a
payment upon conversion equal to $211.77 for each $1,000 principal amount of
notes, less interest actually paid, payable in cash or in common stock at the
Company's option. If paid in common stock, the shares will be valued at 90% of
the average of the closing price of the Company's common stock for the five
trading days immediately preceding the second trading day prior to the voluntary
conversion date, subject to a minimum valuation equal to the conversion price.

     Pursuant to the terms of the Purchase Agreement and related Registration
Rights Agreement, dated as of May 15, 2002, entered into by and among the
Company and the Investors, the Company filed a Registration Statement on Form
S-3 with the Securities and Exchange Commission on June 4, 2002, in order to
register the Series II Notes and underlying shares of common stock for resale in
the future by the holders thereof under the Act.

     Of the approximately $13.5 million proceeds net of offering costs from the
sale of the Series II Notes, the Company used approximately $10.0 million to pay
the entire $9.4 million principal amount of the Company's 6% Convertible
Subordinated Debentures when they matured on June 10, 2002, plus accrued
interest thereon. The balance was used for general corporate purposes.

     In addition, during the year ended December 31, 2002, the Company issued a
total of 14.4 million shares of common stock in exchange for $13.7 million
principal amount of outstanding 6% Convertible Subordinated Debentures due June
2002, 7.9 million shares of common stock in exchange for $11.1 million principal
amount of 6 3/8% Convertible Subordinated Debentures due 2004 and 2.1 million
shares of common stock in exchange for $3.0 million principal amount of 7 1/4%
Convertible Subordinated Debentures due October 2005. No underwriters

                                       36



were used in connection with the above transactions. The issuances of common
stock were effected in reliance upon the exemption from registration under the
Securities Act of 1933 provided by Section 3(a)(9) thereof, as they consisted
solely of exchanges of securities with existing security holders exclusively
where no commission or other remuneration was paid or given directly or
indirectly for soliciting such exchanges.

     The following table sets forth information as of December 31, 2002
regarding the Company's equity compensation plans.



                                            Equity Compensation Plan Information

                                                                                                    Number of securities
                                                                                                  remaining available for
                                   Number of securities to be                                   future issuance under equity
                                     issued upon exercise of     Weighted-average exercise           compensation plans
                                      outstanding options,       price of outstanding options,      (excluding securities
Plan category                          warrants and rights          warrants and rights            reflected in column (a))
-------------                          -------------------          -------------------            ------------------------
                                              (a)                            (b)                              (c)
                                                                                                  
Equity compensation
   plans approved by
   security holders                        1,750,675                      $      2.50                      2,182,917

Equity compensation
   plans not approved
   by security holders                             0                                -                              -
                                           ---------                      -----------                      ---------
       Total                               1,750,675                      $      2.50                      2,182,917




                                       37


Item 6.   Selected Financial Data
          -----------------------

     The following table summarizes certain selected consolidated financial data
with respect to the Company and its subsidiaries and should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this report.



Income Statement Data:                                        2002          2001          2000          1999         1998
                                                              ----          ----          ----          ----         ----
                                                                       (In thousands except per share data)
Revenues:
                                                                                                     
  Sales of metal                                            $85,944       $69,200        $93,174       $86,318      $102,505
  Other income(1)                                             8,544         2,712          8,032        22,628         9,469
                                                              -----         -----          -----        ------         -----
     Total revenues                                          94,488        71,912        101,206       108,946       111,974

Costs and expenses:
  Production costs                                           82,855        69,149         86,661        68,896        70,163
  Depreciation and depletion                                 13,511        11,347         20,785        19,620        28,555
  Administrative and general                                  8,806         8,122          9,714         9,281        12,249
  Mining exploration                                          6,455        10,046          9,412         8,518         9,241
  Interest expense                                           21,948        14,592         16,999        16,408        13,662

  Write-down of mining properties and other(2)               23,060         9,946         21,236        20,204       223,597
  Early retirement of debt (net of income taxes)(3)          19,061       (48,217)       (16,136)       (3,990)      (12,158)
                                                             ------      --------       --------       -------      --------
     Total expenses                                         175,696        74,985        148,671       136,937       345,309

Net loss from operations before                             (81,208)       (3,073)       (47,465)       27,991       233,335
  income taxes
(Provision) benefit for income taxes                              -             6           (348)         (332)         (919)
                                                           --------      --------      ---------     ---------    ----------
Net loss                                                   $(81,208)      $(3,067)      $(47,813)     $(28,323)    $ 234,254)
                                                          =========      ========      =========     =========    ==========
Net loss attributable to common shareholders               $(81,208)      $(3,067)      $(49,993)     $(38,855)    $(244,786)
                                                          =========      ========      =========     =========    ==========

Basic and Diluted Earnings Per Share Data:


Net loss per share                                          $ (1.04)       $(0.07)        $(1.41)       $(1.61)      $(11.18)
                                                          =========      ========      =========     =========    ==========
Cash dividends paid per Common share                        $    --        $   --         $   --        $   --       $    --
                                                          =========      ========      =========     =========    ==========
Weighted average shares of Common stock                      78,193        41,946         35,439        24,185        21,899
                                                          =========      ========      =========     =========    ==========



                                                                                December 31,
                                                       ------------------------------------------------------------------------
Balance Sheet Data:                                           2002         2001          2000          1999             1998
                                                              ----         ----          ----          ----             ----
                                                                               (In thousands)

   Total assets                                            $173,088      $210,380       $271,377      $354,047      $365,980
   Working capital - (restated) (A)                         $ 6,645       $16,270        $52,263      $169,054      $141,528
   Long-term liabilities                                    $89,711      $141,877       $228,659      $264,709      $258,340
   Shareholders' equity                                     $47,298       $26,788        $17,440       $68,165       $77,067


(A)  The Company has made corrections to amounts presented in prior year
     financial statements to present separately the portion of the amount
     attributable to ore on leach pad that represents a long-term asset and to
     correct the classification of restricted investments from current assets to
     long-term. The amount previously reported as current inventory has been
     reduced by $12.3 million in 1998, $22.8 million in 1999, $19.9 million in
     2000 and $12.4 million in 2001. In addition, the entire restricted
     investments balance of $11.2 million in 2001 has been reclassified to
     long-term assets. The effect of these corrections reduced previously
     reported current assets by $23.6 million from $81.6 million to $58.0
     million and increased long-term assets by the same amount.

                                       38


     All of these corrections have had no impact on our previously reported
     results of operations, earnings per share, total assets and liabilities, or
     shareholders' equity.

(1)  Included in other income for the year 2002 are: (i) the gain on the sale of
     Petorca of $1.4 million, and (ii) a gain on the sale of other assets of
     $3.2 million in 2001. Indluded in other income in 2001 was interest income
     of $2.7 million. Included in other income for the year 2000 are: (i) a gain
     recorded on mark to market of the Company's gold call positions sold of
     $4.1 million, and (ii) loss on investment in Pan American Silver Corp.
     stock of $2.3 million. Included in other income for 1999 are: (i) a gain of
     $21.1 million in settlement of a lawsuit, and (ii) a loss recorded on mark
     to market of the Company's gold call positions sold of $4.3 million.
     Included in other income for the year 1998 was interest of $9.5 million.

(2)  The year 2002 includes an impairment to the Coeur Silver Valley properties
     of $19.0 million. In 2001, the Company evaluated the recoverability of its
     investment in Kensington development property and determined that its
     investment in the Kensington development property was impaired. The total
     amount of the impairment was $6.1 million. On March 16, 2001,
     representatives of the United States and the Company reached an agreement
     in principle to settle the lawsuit filed by the Government in March 1996 in
     the U.S. District Court for the District of Idaho alleging response cost
     damages to federal natural resources in the Coeur d'Alene River Basin as a
     result of alleged releases of hazardous substances from prior mining
     activities in the area. The terms of the proposed settlement, which are
     subject to final Justice Department and Court approval and are discussed
     above under Item 3 ("Legal Proceedings"), provide for payments by the
     Company to the Government of approximately $3.9 million plus a maximum of
     $3.0 million of future conditional net smelter royalty payments. As a
     result, during fiscal 2001, the Company recorded an expense of
     approximately $4.2 million for settlement of this lawsuit, including $3.9
     million in payments and estimated legal fees and other costs. As a
     consequence of the sale of the Company's shareholding in Gasgoyne Gold
     Mines NL, the Company recorded a write-down of $12.2 million in 2000 to
     reflect the excess book value of its shareholding in Gasgoyne above the
     $15.6 million sales price. In 1999, the Company evaluated the
     recoverability of its investment in Yilgarn Star Mine and determined that
     its investment in property, plant and equipment at the Yilgarn Star Mine in
     Australia was impaired. The total amount of the impairment in 1999, based
     on discounted cash flows was $16.2 million. During the first quarter of
     1998, the Petorca mine continued to operate at a loss in spite of on-going
     efforts to improve ore grades and reduce operating costs. An evaluation of
     operations was completed and as a result of this evaluation, the Company
     determined that a write-down was required to properly reflect the estimated
     realizable value of Petorca's mining properties and assets. Consequently,
     the Company recorded a non-cash write-down for impairment in the first
     quarter of 1998 of $54.5 million relating to its investment in the Petorca
     mine. The charge included approximately $8.3 million to satisfy the
     estimated remediation and reclamation liabilities at Petorca and to provide
     for estimated termination costs. During the fourth quarter of 1998, the
     Company evaluated the recoverability of investments in both the Fachinal
     Mine and Kensington property. Using a $350 per ounce gold price and based
     on estimated undiscounted future cash flows, the Company determined that
     its investments in property, plant and equipment at the Fachinal Mine in
     Southern Chile and at the Kensington property in Alaska were impaired. The
     total amount of the impairment in 1998 based on discounted cash flows was
     $42.9 million and $121.5 million for the Fachinal Mine and Kensington
     property, respectively. The Company performed an analysis of the closure
     accrual for the Golden Cross Mine. As a result, the Company determined that
     there was a shortfall in the closure accrual and recognized an additional
     expense of $4.3 million.

(3)  In September 2002, the EITF issued 02-15, "Determining Whether Certain
     Conversions of Convertible Debt to Equity Securities Are within the Scope
     of FASB Statement No. 84"). The EITF concluded that the conversion of debt
     to equity pursuant to inducement should be accounted for in accordance with
     SFAS No. 84. SFAS No. 84 requires a non-cash charge to earnings for the
     implied value of an inducement to convert from convertible debt to common
     equity securities of the issuer. SFAS No. 84 does not apply, however, if
     the conversion of convertible debt is under the original terms of the
     debenture.

     The Company applied the provisions of SFAS No. 84 to all convertible debt
     for equity exchange transactions completed after September 11, 2002. In the
     fourth quarter of 2002, the Company purchased $10.3 million and $2.7
     million aggregate principal amount of its 6 3/8% and 7 1/4% Convertible
     Subordinated Debentures, respectively. The Company issued approximately 8.7
     million shares of its common stock with a market value of approximately
     $17.2 million. The value of securities issuable pursuant to original
     conversion privileges was approximately $1.1 million. Therefore, pursuant
     to the provisions of SFAS No. 84, an induced debt conversion expense of
     $16.1 million was recorded and is included in gain (loss) on early
     retirement of debt in the consolidated statement of operations for the year
     December 31, 2002.

     The Company purchased $13.7 million, $0.8 million and $0.3 million
     aggregate principal amount of its 6%, 6 3/8%, and 7 1/4% Convertible
     Subordinated Debentures during the first half of 2002. The Company issued
     approximately 15.7 million shares of its common stock worth approximately
     $17.7 million in exchange for these debentures. Transactions completed
     prior to September 11, 2002 were accounted for as extinguishments of debt,
     in accordance with APB No. 26, "Early Extinguishment of Debt". The net loss
     on the early extinguishment of the debt, including unamortized debt
     issuance costs, was $2.9 million and was recorded as a loss on early
     retirement of debt in the consolidated statement of operations for the year
     December 31, 2002.

                                       39



(3)  During the first and second quarters of 2001, the Company issued 6,045,118
     shares of common stock in exchange for approximately $16 million in
     principal amount of its 7 1/4% Convertible Subordinated Debentures due
     2005, and recorded a gain of approximately $8.9 million. During the third
     quarter of 2001, the Company completed an exchange offer whereby existing
     convertible subordinated debenture holders could exchange their existing
     debt for the newly registered 13 3/8% Convertible Senior Subordinated Notes
     due 2003. As a result of the exchange offer, the Company recorded a gain of
     $39.2 million, net of taxes and offering costs in the third quarter of
     2001. During the fourth quarter of 2000, the Company repurchased
     approximately $2.1 million principal amount of its 6% Convertible
     Subordinated Debentures and approximately $22.0 million principal amount of
     its outstanding 7 1/4% Convertible Subordinated Debentures due 2005. The
     price paid by the Company for those repurchased debentures was
     approximately $8.9 million. As a result of those additional repurchases,
     the Company recorded a gain of approximately $15.0 million. In June, 2000,
     the Company repurchased approximately $7.0 million principal amount of its
     6% Convertible Subordinated Debentures due 2002 pursuant to a cash tender
     offer that commenced on May 9, 2000 and expired as scheduled on June 8,
     2000. The price paid by the Company for the repurchased debentures was
     approximately $5.0 million plus accrued and unpaid interest of $3,500.
     During the quarter ended June 30, 2000, the Company recorded a gain of
     approximately $1.1 million, net of tender offer expenses, as a result of
     the repurchase. During July, September and December 1999, the Company

     repurchased approximately $10.2 million principal amount of its outstanding
     6% Convertible Subordinated Debentures due 2002 for a total purchase price
     of approximately $6.2 million, excluding purchased interest of $.2 million.
     Associated with this transaction, the Company eliminated $.1 million of
     capitalized bond issuance cost. As a result, the Company has recorded a
     gain of approximately $4 million, net of taxes of zero, during 1999 on the
     reduction of its indebtedness. During July, August and December 1998, the
     Company repurchased approximately $4.0 million principal amount of its
     outstanding 6% Convertible Subordinated Debentures due 2002, approximately
     $36.5 million principal amount of its 7 1/4% Convertible Subordinated
     Debentures due 2005, and approximately $1.6 million principal amount of its
     6.375% Convertible Subordinated Debentures due 2004 for a total purchase
     price of approximately $28.5 million, excluding purchased interest of
     approximately $616,000. Associated with this transaction, the Company
     eliminated $1.4 million of capitalized bond issuance costs. As a result of
     the buyback of these debentures, the Company has recorded a gain of
     approximately $12.2 million, net of taxes, during 1998 on the reduction of
     its indebtedness.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations
        -------------

     General

     The results of the Company's operations are significantly affected by the
market prices of gold and silver which fluctuate widely and are affected by many
factors beyond the Company's control, including interest rates, expectations
regarding inflation, currency values, governmental decisions regarding the
disposal of precious metals stockpiles, global and regional political and
economic conditions, and other factors.

Critical Accounting Policies and Estimates

     Our consolidated financial statements are impacted by the accounting
policies used and the estimates and assumptions made by management during their
preparation. We have identified the policies below as critical to our business
operations and the understanding of our results of operations. The impact and
any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note B in the Notes to the Consolidated Financial
Statements of this Annual Report on Form 10-K. Note that our preparation of this
Annual Report on Form 10-K requires us to make estimates and assumptions that
affect the

                                       40


reported amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reporting period. There can be no assurance that
actual results will not differ from those estimates. The most critical
accounting principles upon which the Company's financial status depends are
those requiring estimates of recoverable ounces from proven and probable
reserves and/or assumptions of future commodity prices. Such estimates and
assumptions affect the value of inventories (which are stated at the lower of
average cost or net realizable value) and the potential impairment of long-lived
assets. These estimates and assumptions also affect the rate at which
depreciation and amortization are charged to earnings.

     Ore on Leach Pad

     The Rochester Mine utilizes the heap leach process to extract silver and
gold from ore. The heap leach process is a process of extracting silver and gold
by placing ore on an impermeable pad and applying a diluted cyanide solution
that dissolves a portion of the contained silver and gold, which are then
recovered in metallurgical processes.

     The key stages in the conversion of ore into silver and gold are (i) the
blasting process in which the ore is broken into large pieces; (ii) the
processing of the ore through a crushing facility that breaks it into smaller
pieces; (iii) the transportation of the crushed ore to the leach pad where the
leaching solution is applied; (iv) the collection of the leach solution; (v)
subjecting the leach solution to the precipitation process, in which gold and
silver is converted back to a fine solid; (vi) the conversion of the precipitate
into dore; and (vii) the conversion by a third party refinery of the dore into
refined silver and gold bullion.

     We use several integrated steps to scientifically measure the metal content
of ore placed on the leach pads during the key stages. As the ore body is
drilled in preparation for the blasting process, samples of the drill residue
are assayed to determine estimated quantities of contained metal. We estimate
the quantity of ore by utilizing global positioning satellite survey techniques.
We then process the ore through a crushing facility where the output is again
weighed and sampled for assaying. A metallurgical reconciliation with the data
collected from the mining operation is completed with appropriate adjustments
made to previous estimates. We then transport the crushed ore to the leach pad
for application of the leaching solution. As the leach solution is collected
from the leach pads, we continuously sample for assaying. We measure the
quantity of leach solution by flow meters throughout the leaching and
precipitation process. After precipitation, the product is converted to dore,
which is the final product produced by the mine. We again sample and assay the
dore,. Finally, a third party smelter converts the dore into refined silver and
gold bullion. At this point are we able to determine final ounces of silver and
gold available for sale. We then review this end result and reconcile it to the
estimates we had used and developed throughout the production process. Based on
this review, we adjust our estimation procedures when appropriate.

     Our reported inventories include metals estimated to be contained in the
ore on the leach pads of $26.6 million as of December 31, 2002. Of this amount,
$11.1 million is reported as a current asset and $15.5 million is reported as a
noncurrent asset. The distinction between current and noncurrent is based upon
the expected length of time necessary for the leaching process to remove the
metals from the broken ore. The historical cost of the metal that is expected to
be extracted within twelve months is classified as current and the historical
cost of metals contained within the broken ore that will be extracted beyond
twelve months is classified as noncurrent.

     The estimate of both the ultimate recovery expected over time, and the
quantity of metal that may be extracted relative to such twelve month period,
requires the use of estimates which are inherently inaccurate since they rely
upon laboratory testwork. Testwork consists of 60 day leach columns from which
we project metal recoveries up to five years in the future. The quantities of
metal contained in the ore are based upon actual weights and assay analysis. The
rate at which the leach process extracts gold and silver from the crushed ore is
based upon laboratory column tests and actual experience occurring over
approximately fifteen years of leach pad

                                       41


operation at the Rochester Mine. The assumptions we use to measure metal content
during each stage of the inventory conversion process includes estimated
recovery rates based on laboratory testing and assaying. We periodically review
our estimates compared to actual experience and revise our estimates when
appropriate. The length of time necessary to achieve our currently estimated
ultimate recoveries of 61.5% for silver and 93% for gold is estimated to be
between 5 and 10 years. However, the ultimate recovery will not be known until
leaching operations cease, which is currently estimated for 2011.

     When we began operations in 1986, based solely on laboratory testing, we
estimated the ultimate recovery of silver and gold at 50% and 80%, respectively.
Since 1986, we have adjusted the expected ultimate recovery 3 times (once in
each of 1989, 1997 and 2003) based upon actual experience gained from leach
operations. In 1989, we increased our estimated recoveries for silver and gold
to 55% and 85%, respectively. The change was accounted for prospectively as a
change in estimate, which had the effect of increasing the estimated recoverable
ounces of silver and gold contained in the heap by 1.6 million ounces and 10,000
ounces, respectively. In 1997, we revised our estimated recoveries for silver
and gold to 59% and 89%, respectively, which increased the estimated recoverable
ounces of silver and gold contained in the heap by 4.7 million ounces and 39,000
ounces, respectively. Finally, in 2003, we revised our estimated recoveries for
silver and gold to 61.5% and 93%, respectively, which increased the estimated
recoverable ounces of silver and gold contained in the heap by 1.8 million
ounces and 41,000 ounces, respectively.

     If our estimate of ultimate recovery requires adjustment, the impact upon
our inventory valuation and upon our income statement would be as follows:



                                             Positive/Negative                          Positive/Negative
                                         Change in Silver Recovery                   Change in Gold Recovery
                                         -------------------------                   -----------------------
                                        1%           2%           3%                   1%           2%         3%
                                    -----------  -----------  -----------            -----        ------     ------
                                                                                           
         Quantity of recoverable
             ounces                 1.3 million  2.6 million  5.2 million            8,700        17,400     34,800
         Positive impact on
             future cost of
             production per
             equivalent silver
             ounce for increases
             in recovery rates            $0.23        $0.41        $0.57            $0.11         $0.21      $0.30
         Negative impact on
             future cost of
             production per
             equivalent silver
             ounce for decreases
             in recovery rates            $0.28        $0.64        $1.13            $0.12         $0.26      $0.41


     Inventories of ore on leach pads are valued based upon actual costs
incurred to place such ore on the leach pad, less costs allocated to minerals
recovered through the leach process. The costs consist of those production
activities occurring at the mine site and include the costs, including
depreciation, associated with mining, crushing and precipitation circuits. In
addition, refining is provided by a third party refiner to place the metal
extracted from the leach pad in a saleable form. These additional costs are
considered in the valuation of inventory.

     Property, Plant and Equipment

     Property, Plant, and Equipment balances are stated at cost, reduced by
provisions to recognize economic impairment in value when management determines
that such impairment has occurred. Mineral property, buildings and improvements,
and machinery and equipment are depreciated using either the straight-line
method or the units-of-production method over the estimated useful lives as of
the in-service date or date of major improvements. We evaluate the realizability
of our long-lived assets, property, plant and equipment, whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An

                                       42


impairment loss exists when estimated undiscounted cash flows expected to result
from the use of the asset and its eventual disposition are less than its
carrying amount. Any impairment loss recognized represents the excess of the
asset's carrying value as compared to its estimated fair value.

     Reclamation and Remediation Costs

     Reclamation and Remediation costs are based principally on legal and
regulatory requirements. Management estimates costs associated with reclamation
of mining properties as well as remediation cost for inactive properties. Such
costs related to active mines are accrued and charged over the expected
operating lives of the mines using the units-of-production method.

     The estimated undiscounted cash flows generated by our assets and the
estimated liabilities for reclamation and remediation are determined using the
Company's assumptions about future costs, mineral prices, mineral processing
recovery rates, production levels and capital and reclamation costs. Such
assumptions are based on the Company's current mining plan and the best
available information for making such estimates. On an ongoing basis, management
evaluates its estimates and assumptions; however, actual amount could differ
from those based on such estimates and assumptions.

     Significant Mining Properties

     The Company's currently operating mines consist of the Rochester Mine, a
heap leach silver and gold mine in northern Nevada of which the Company owns
100%; the Galena Mine, an underground silver mine in Idaho that is 100% owned by
Coeur's wholly-owned subsidiary, Coeur Silver Valley, Inc.; the Cerro Bayo mine,
where Coeur commenced gold and silver production at an open pit and underground
mine in May 2002; and the Martha Mine, which commenced underground and open pit
operations in July, 2002. The Company also owns 100% of the San Bartolome silver
project in Bolivia where it is conducting final feasibility studies and expects
to commence silver production in 2005, and the Kensington property in Alaska
where Coeur is in the initial steps of development of an underground gold mine.

     Risk Factors; Forward-Looking Statements

     For information relating to important risks and uncertainties that could
materially adversely affect the Company's business, securities, financial
condition or operating results, reference is made to the disclosure set forth
under Item 1 above under the caption "Risk Factors." In addition, because the
following discussion includes numerous forward-looking statements relating to
the Company, its results of operations and financial condition and business,
reference is made to the information set forth above in Item 1 under the caption
"Important Factors Relating to Forward-Looking Statements."

     Total Production and Reserves

     The Company's total production in 2002 was 14.8 million ounces of silver
and 117,000 ounces of gold, compared to 10.9 million ounces of silver and 96,000
ounces of gold in 2001. Coeur estimates that production in 2003 will be
approximately 15.8 million ounces of silver and 107,000 ounces of gold. Total
estimated proven and probable reserves at December 31, 2002 were approximately
75.0 million ounces of silver and 2.3 million ounces of gold, compared to silver
and gold reserves at December 31, 2001 of approximately 83.4 million ounces and
2.3 million ounces, respectively.

                                       43


     The following tables present reconciliation between Non-GAAP cash costs per
ounce to GAAP production costs:

Year ended December 31, 2002



                                                                                          Cerro
                                                           Rochester         Galena        Bayo              Total
                                                           ---------         ------        ----              -----
                                                                                
Production of Silver (ounces)                              6,417,792        5,302,721    3,112,169
Cash Costs per ounce                                      $     2.99       $     4.25   $     0.38
                                                          ----------       ----------   ----------

Total Cash Costs                                          $   19,206       $   22,531   $    1,191         $  42,928
Add/Subtract:
Third Party Smelting Costs                                    (1,013)          (7,576)      (1,003)           (9,592)
By-Product Credit, primarily Gold and Copper                  22,328            3,058       14,495            39,881
Accrued Reclamation Costs                                      1,161              636           86             1,883
Deferred Stripping Adjustment                                   (174)               -            -              (174)
Change in Inventory                                           15,122             (125)      (7,068)            7,929
                                                          ----------       ----------   ----------         ---------

Production Costs (GAAP)                                   $   56,630       $   18,524   $    7,701         $  82,855
                                                          ==========       ==========   ==========         =========

*    Commenced operations of Cerro Bayo Mine in April 2002. Shut down operations for Petorca in August 2001 and Fachinal
     in August 2000. Sold interest in Yilgarn Star Mine in December 2000.


Year ended December 31, 2001

                                                           Rochester         Galena        Petorca         Total
                                                           ---------         ------        -------         -----

Production of Silver (ounces)                              6,348,292      4,507,652
Production of Gold (ounces)                                                                 17,945
Cash Costs per ounce                                        $   3.09       $   4.62       $ 341.00
                                                            --------       --------       --------

Total Cash Costs                                            $ 19,629       $ 20,810       $  6,124        $ 46,563
Add/Subtract:
Third Party Smelting Costs                                      (892)        (5,970)        (1,825)         (8,687)
By-Product Credit, primarily Gold and Copper                  21,192          2,582          1,489          25,263
Accrued Reclamation Costs                                      1,542            652              -           2,194
Deferred Stripping Adjustment                                   (386)             -              -            (386)
Change in Inventory                                            3,543           (250)          (909)          4,202
                                                            --------       --------       --------        --------

Production Costs (GAAP)                                     $ 44,628       $ 17,824       $  6,697        $ 69,149
                                                            ========       ========       ========        ========

*  Commenced operations of Cerro Bayo Mine in April 2002. Shut down operations for Petorca in August 2001 and Fachinal
   in August 2000. Sold interest in Yilgarn Star Mine in December 2000.


                                       44


Year ended December 31, 2000


                                     Rochester      Galena      Fachinal     Petorca      Yilgarn Star      Total
                                     ---------      ------      --------     -------      ------------      -----
                                                                                         
Production of Silver (ounces)          6,678,274    4,013,891     939,882                           -
Production of Gold (ounces)                    -            -           -      26,891          26,046
Cash Costs per ounce                  $     3.21   $     4.59     $ 10.10     $345.00        $ 227.00
                                      ----------   ----------     -------     -------        --------
Total Cash Costs                      $   21,443   $   18,417     $ 9,490      $9,265         $ 5,925      $ 64,540
Add/Subtract:
Third Party Smelting Costs                  (898)      (5,057)     (1,412)     (1,755)            (15)       (9,137)
By-Product Credit, primarily
 Gold and Copper                          21,175        2,248       4,486         903              19        28,831
Accrued Reclamation Costs                  3,448          683         666           -               -         4,797
Deferred Stripping Adjustment             (2,634)                                                            (2,634)
Change in Inventory                       (1,769)         486       2,002        (440)            (15)          264
                                      ----------   ----------    --------     -------         -------      --------

Production Costs (GAAP)               $   40,765   $   16,777    $ 15,232     $ 7,973         $ 5,914      $ 86,661
                                      ==========   ==========    ========     =======         =======      ========

*  Commenced operations of Cerro Bayo Mine in April 2002. Shut down operations for Petorca in August 2001 and Fachinal
   in August 2000. Sold interest in Yilgarn Star Mine in December 2000.


     "Cash Costs per Ounce" are calculated by dividing the cash costs computed
for each of the Company's mining properties for a specified period by the amount
of gold ounces or silver ounces produced by that property during that same
period. Management uses cash costs per ounce as a key indicator of the
profitability of each of its mining properties. Gold and silver are sold and
priced in the world financial markets on a US dollar per ounce basis. By
calculating the cash costs from each of the Company's mines on the same unit
basis, management can easily determine the gross margin that each ounce of gold
and silver produced is generating.

     "Cash Costs" are costs directly related to the physical activities of
producing silver and gold, and include mining, processing and other plant costs,
third-party refining and smelting costs, marketing expense, on-site general and
administrative costs, royalties, in-mine drilling expenditures that are related
to production and other direct costs. Sales of by-product metals are deducted
from the above in computing cash costs. Cash costs exclude depreciation,
depletion and amortization, corporate general and administrative expense,
exploration, interest, and pre-feasibility costs and accruals for mine
reclamation. Cash costs calculated and presented using the "Gold Institute
Production Cost Standard" applied consistently for all periods presented.

     Total cash costs per ounce is a non-GAAP measurement and you are cautioned
not to place undue reliance on it and are urged to read all GAAP accounting
disclosures presented in the consolidated financial statements and accompanying
footnotes. In addition, see the reconciliation of "cash costs" to production
costs above.

     Write-Downs Taken

     The Company reviews the carrying value of its assets whenever events or
changes in circumstances indicate that the carrying amount of its assets may not
be fully recoverable. As of December 31, 2002, the Company recorded a $19.0
million write-down in the carrying value of its Silver Valley property during
the year ended December 31, 2002.

                                       45


     The following table summarizes write-downs recorded for all years
presented:



                                                               2002              2001              2000
                                                               ----              ----              ----
                                                                                       
        Mineral property write-downs(1)(2)(3)               $19,045            $6,087           $12,207
        Mine closure and holding costs                        2,902             1,453             3,825
        Investment in new business venture(4)                 1,113             1,052             1,004
        Basin litigation settlement (5)                           -                               4,200
        Write down of inventory at Handy & Harman(6)              -             1,354                 -
                                                            -------            ------           -------
        Write-down of mineral properties and other          $23,060            $9,946           $21,236

         (1)  2002 - Coeur Silver Valley
         (2)  2001 - Kensington mine
         (3)  2000 - Gasgoyne
         (4)  Earthworks Technology costs; 2002 - Mine depot costs; 2001,2000
         (5)  Settlement with government re: Coeur d'Alene Basin environmental issues
         (6)  Amount of dore carried at Handy & Harman during its bankruptcy


                              Results of Operations

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues

     Sales of concentrates and dore in the year ended December 31, 2002
increased by $16.7 million, or 24%, from the year ended December 31, 2001 to
$85.9 million. The increase in sales was primarily attributable to higher
realized gold and silver prices accounting for approximately $6.9 million of the
increase, and increased production of silver and gold compared to 2001,
accounting for $9.8 million of the increase. In the year ended December 31,
2002, the Company produced a total of 14.8 million ounces of silver and 117,000
ounces of gold compared to 10.9 million ounces of silver and 96,000 ounces of
gold in 2001. In the year ended December 31, 2002, Company realized average
silver and gold prices of $4.64 and $312, respectively, compared with realized
average prices of $4.34 and $275, respectively, in the prior year. The increase
in gold and silver production was primarily due to the commencement of
commercial production at the Company's Cerro Bayo/Martha Mine and increased
production at Silver Valley.

     Interest and other income in the year ended December 31, 2002 increased by
$5.8 million compared with year ended December 31, 2001. The amount also
includes gains on the sale of certain assets at Silver Valley of $3.2 million
and the sale of the Petorca mine of $1.4 million.

                                       46


Costs, Expenses and Write-downs

     The following table sets forth year 2002 versus year 2001 costs, expenses
and write-downs:

                                 [GRAPH OMITTED]

     Production costs in the year ended December 31, 2002 increased by $13.7
million, or 20%, from the year ended December 31, 2001 to $82.9 million. The
increase in production costs is primarily a result of the commencement of
commercial mining operations at the Cerro Bayo/Martha Mine.

     Depreciation and amortization increased in the year ended December 31, 2002
by $2.1 million, or 19%, from the prior year, primarily due to the commencement
of mining operations at the Cerro Bayo/Martha Mine.

     Administrative and general expenses increased $0.7 million in the year
ended December 31, 2002 compared to 2001, as a result of normal variations.

     Mining exploration expenses decreased $2.5 million in the year ended
December 31, 2002 compared to 2001, due to a $2.5 million reduction in spending
as a result of a decision to focus exploration efforts around existing
operations.

     Pre-feasibility expense decreased $1.1 million due to reduced expenses at
the San Bartolome Project.

     Interest expenses increased $7.4 million in the year ended December 31,
2002 compared to 2001, due to the make whole interest payments in conjunction
with the Company's "Debt Reduction Program" discussed below, which involved the
conversion of 13 3/8% notes.

     Write-downs of mining properties and other expenses amounted to $23.1
million in 2002, primarily as a result of the (i) $19.0 million write-down of
the Silver Valley property, (ii) $2.9 million of mine closing and holding costs
at Petorca and Kensington and (iii) $1.1 million on environmental charges.
Write-downs of mining properties and other expenses in 2001 amounted to a total
of $9.9 million, primarily as a result of (i) a write-down of $6.1 million in
the carrying value of the Silver Valley property, (ii) the $1.4 million
write-down of inventory resulting from the Handy & Harmon bankruptcy and (iii)
$1.4 million of holding costs at Fachinal and Kensington.

                                       47


Early Retirement of Debt

     Early retirement of debt resulted in a $19.1 million loss compared to a
$48.2 million gain in 2001. See "Debt Reduction Program" discussion below.

Net Loss

     As a result of the above, the Company's net loss amounted to approximately
$81.2 million in the year ended December 31, 2002 compared to a net loss of $3.1
million in the year ended December 31, 2001.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues

     Sales of concentrates and dore in the year ended December 31, 2001
decreased by $24.0 million, or 26%, from the year ended December 31, 2000 to
$69.2 million. The decrease in sales was primarily attributable to lower
realized gold and silver prices accounting for approximately $9.6 million of the
decrease, and decreased production of silver from most of its mines, offset in
part by increased gold production at the Rochester mine and increased silver
production at the Galena mine amounted to the remaining $14.4 million of the
decrease. In the year ended December 31, 2001, the Company produced a total of
10.9 million ounces of silver and 96,000 ounces of gold compared to 11.7 million
ounces of silver and 145,000 ounces of gold in 2000. In the year ended December
31, 2001, the Company realized average silver and gold prices of $4.34 and $275,
respectively, compared with realized average prices of $4.94 and $307,
respectively, in the prior year. The decline in gold and silver production was
primarily due to the sale of the Company's interest in Gasgoyne which caused a
decline of approximately 26,000 gold ounces, as well as the suspension of
production at Fachinal which amounted to 16,000 ounces less gold produced as
well as a decline in silver ounces produced by approximately 940,000 ounces.
This was partially offset by higher gold production at Rochester of 2,000 ounces
of gold and higher silver production at Galena of approximately 494,000 ounces
of silver.

     Interest and other income in the year ended December 31, 2001 decreased by
$5.3 million compared with year ended December 31, 2000. The decrease is
primarily due to less interest income received as a result of lower interest
rates and lower cash balances and a $4.1 million gain recorded in 2000 on the
mark to market adjustment of the call option portion of the Company's hedge
program.

                                       48


Costs, Expenses and Write-downs

     The following table sets forth year 2001 versus year 2000 costs, expenses
and write-downs:

                                 [GRAPH OMITTED]

     Production costs in the year ended December 31, 2001 decreased by $17.5
million, or 20%, from the year ended December 31, 2000 to $69.1 million. The
decrease in production costs is primarily a result of decreased production at
Fachinal in 2001, accounting for $15.3 million of the decrease, and the sale of
the Yilgarn Star mine in the first quarter of 2001 which amounted to an
additional $7.3 million decrease in production costs. These decreases were
partially offset by increased production costs at the Rochester Mine of $3.0
million and increased production costs at the Galena mine of $0.9 million.

     Depreciation and amortization decreased in the year ended December 31, 2001
by $9.4 million, or 45%, from the prior year, primarily due to there being no
depletion or amortization taken at the Fachinal mine due to its temporary
suspension of operations which resulted in $4.2 million of the decrease and no
depletion associated with the Yilgarn Star mine due to sale of the Company's
interest in early February 2001, amounting to $2.3 million of the decrease.

     Administrative and general expenses decreased $1.6 million in the year
ended December 31, 2001 compared to 2000, due to continuing efforts to conserve
cash.

     Exploration expenses decreased $0.4 million in the year ended December 31,
2001 compared to 2000, due to a $0.4 reduction in spending.

     Pre-feasibility expense at San Bartolome increased by $1.0 million in 2002
compared to 2001.

     Interest expenses decreased $2.4 million in the year ended December 31,
2001 compared to 2000, due to the Company's debt reduction program discussed
below.

     Write-downs of mining properties and other expenses amounted to $9.9
million in 2001, primarily as a result of (i) a write-down of $6.1 million in
the carrying value of the Kensington property, (ii) the $1.4 million write-down
of inventory resulting from the Handy & Harmon bankruptcy and (iii) $1.4 million
of holding costs at

                                       49


Fachinal and Kensington. Write-downs of mining properties and other expenses in
2000 amounted to a total of $21.2 million, primarily as a result of (i) a
write-down of $12.2 million reflecting the excess book value of the Company's
shares in Gasgoyne above the $15.6 million price for which the Company sold such
shares on February 7, 2001; and (ii) recognition of $4.2 million in connection
with the settlement of the federal natural resources lawsuit, of which $3.9
million represented payments made by the Company to the U.S. Government and the
balance consisted of estimated land transfer expenses and legal fees.

Early Retirement of Debt

     Early retirement of debt resulted in a gain of $48.2 million in 2001
compared to a gain of $16.1 million in 2000. See "Debt Reduction Program"
discussion below.

Net Loss

     As a result of the above, the Company's net loss amounted to approximately
$3.1 million in the year ended December 31, 2001 compared to a net loss of $47.8
million in the year ended December 31, 2000. The net loss attributable to common
shareholders was $0.07 per share for the year ended December 31, 2001, compared
to a net loss $1.41 per share for the year ended December 31, 2000. During 2000,
the Company paid approximately $2.6 million of dividends to the holders of its
outstanding MARCs, which were mandatory converted into common stock on March 15,
2000.

Debt Reduction Program

     During the past four years, the Company has pursued a program of
restructuring and reducing its outstanding indebtedness, which has resulted in a
reduction of long-term debt from $246.5 at December 31, 1998 to $79.5 at
December 31, 2002. A summary of the major components of the program are as
follows:

     1998-2000 Repurchases and exchanges

     In 1998, the Company repurchased approximately $4.0 million principal
amount of its outstanding 6% Debentures, approximately $36.5 million principal
amount of its outstanding 7 1/4% Debentures and $1.6 million principal amount of
its outstanding 6 3/8% Debentures for a total purchase price of approximately
$28.5 million. During 1999, the Company repurchased approximately $10.2 million
principal amount of its outstanding 6% Debentures for a total purchase price of
approximately $6.2 million. During 2000, the Company repurchased approximately
$9.1 million principal amount of its outstanding 6% Debentures and $22.0 million
principal amount of its outstanding 7 1/4% Debentures for a total purchase price
of approximately $13.9 million.

     2001 Public Exchange Offer

     On June 29, 2001, the Company commenced an offer of its Series I 13 3/8%
Senior Convertible Subordinated Notes due 2003 ("Series I 13 3/8 Notes") in
exchange for its outstanding 6%, 6 3/8% and 7 1/4% Debentures. The Company
offered $1,000 principal amount of Series I 13 3/8% Notes for each $2,000
principal amount of 6 3/8% and 7 1/4% Debentures, and $1,000 principal amount of
13 3/8% Notes in exchange for each $1,000 principal amount of 6% Debentures. The
exchange offer was completed on July 30, 2001 and on August 1, 2001, the Company
issued a total of approximately $42.6 million principal amount of 13 3/8% Notes
in exchange for approximately $2.0 million principal amount of 6% Debentures,
$26.6 million principal amount of 6 3/8% Debentures and $54.5 million principal
amount of 7 1/4% Debentures that were tendered and accepted in the exchange
offer. In addition, the Company sold $25,000 principal amount of 13 3/8% Notes
for cash in connection with the offer. The exchange offer reduced the Company's
outstanding long-term debt by approximately $39.9 million and increased
shareholders' equity by approximately $38.6 million. As a result of the exchange
offer, the Company recorded a gain of approximately $39.2 million, net of
offering costs.

                                       50


     The Series I 13 3/8% Notes were senior in right of payment to the 6%, 6
3/8% and 7 1/4% Debentures. The Series I 13 3/8% Notes are convertible into
Coeur common stock, at any time prior to maturity at a conversion price of $1.35
per share, subject to adjustment. Interest is payable semi-annually on June 30
and December 31 of each year. The Company is entitled to elect to pay interest
in cash or stock, in its sole discretion. The Company elected to pay the $2.9
million of interest payable on December 31, 2001 in common stock, issuing a
total of 3.4 million shares of common stock in payment thereof. At any time
prior to December 31, 2003, the holders of Series I 13 3/8% Notes can elect to
convert their notes into common stock. The Company can elect to automatically
convert the Series I 13 3/8% Notes during the first two years after issuance if
the closing price of the common stock exceeds 200% of the conversion price for
at least 20 trading days during a 30-day trading period ending within five
trading days prior to the notice of automatic conversion. If an automatic
conversion occurs within the first two years after issuance, or if holders elect
to convert their Series I 13 3/8% Notes within the first two years after
issuance and prior to notice of any automatic conversion, the Company is
required to make a payment to the holders in cash, or at the Company's option,
in common stock, equal to two full years of interest, less interest already
paid. The Series I 13 3/8% Notes are redeemable at the option of the Company two
years after issuance, subject to certain conditions, and at the option of the
holders in the event of a change in control.

     2001 Private Exchange Transactions

     In the first quarter of 2001, the Company exchanged $5.0 million principal
amount of outstanding 7 1/4% Debentures for 1.8 million shares of common stock.
As a result, the Company recorded a gain of approximately $3.0 million, in
connection with the reduction of indebtedness. In the second quarter of 2001,
the Company exchanged a total of $11.0 million principal amount of 7 1/4%
Debentures for 4.3 million shares of common stock. As a result, the Company
recorded a gain of approximately $5.8 million.

     2002 Private Placement Transaction

     In May 2002, The Company issued $21.5 million principal amount of new
Series II 13 3/8% Convertible Senior Subordinated Notes ("Series II 13 3/8%
Notes") due December 2003, for proceeds of approximately $13.5 million, net of
discount of $5.5 million and offering costs of approximately $1.9 million.
Proceeds from this transaction were used to retire the remaining outstanding
$9.4 million of 6% Convertible Subordinated Debentures due June 10, 2002 upon
their maturity along with accrued interest and for general corporate purposes.
The Series II 13 3/8% Notes were issued on similar terms, subject to certain
contingent provisions, as the Company's previously issued, currently outstanding
Series I 13 3/8% Convertible Senior Subordinated Notes ("Series I 13 3/8%
Notes") due December 31, 2003.

     2002 Exchanges and Conversions

     During 2002, the holders of the 6%, 6 3/8% and 7 1/4% Debentures exchanged
a total of $13.7 million, $11.1 million, and $3.0 million principal amount,
respectively, in exchange for a total of 14.3 million, 8.6 million and 2.3
million shares of common stock, respectively.

     As of December 31, 2002, the holders of a total of approximately $28.7
million principal amount of Series I 13 3/8% Notes had converted their notes
into a total of 21.2 million shares of common stock, excluding make whole
interest payments.

     As of December 31, 2002, the holders of a total of approximately $21.5
million principal amount of Series II 13 3/8% Notes had converted their notes
into a total of 15.9 million shares of common stock. As a result, the entire
issue of Series II 13 3/8% Notes had converted into common stock.

                                       51


     2003 Exchanges and Conversions

     Subsequent to December 31, 2002 and prior to March 15, 2003, the holders of
an additional $2.8 million principal amount of Series I 13 3/8% Notes converted
their notes into a total of 2.1 million shares of common stock, including make
whole interest payments.

     Through February 28, 2003, the holders of the 6 3/8% Debentures exchanged
$26.9 million principal amount for 15.8 million shares of common stock and
holders of the 7 1/4% Debentures exchanged $1.7 million principal amount for 1.1
shares of common stock. In connection with these exchanges, the Company will
report a loss on the early retirement of debt of $28.2 million in the first
quarter of 2003.

     2003 Issuance of 9% Senior Convertible Notes

     On February 26, 2003, the Company completed a private placement of $37.2
million of 9% Senior Convertible Notes. The net proceeds were approximately
$33.8 million, which $10.0 million will be available for general corporate
purposes and the remainder will be used to retire the majority of the remaining
$28.2 million of the Company's 6 3/8% Subordinated Convertible Debentures due
January 2004.

     The 9% Notes are senior in right of payment to the 6 3/8% and 7 1/4%
Debentures. The 9% Notes are convertible into Coeur common stock, at any time
prior to maturity at a conversion price of $1.61 per share, subject to
adjustment. Interest is payable semi-annually on June 30 and December 31 of each
year. The Company is entitled to elect to pay interest in cash or stock, in its
sole discretion. At any time prior to December 31, 2007, the holders of 9% Notes
may elect to convert their notes into common stock. The Company may elect to
automatically convert the 9% Notes during the first two years after issuance if
the closing price of the common stock exceeds 200% of the conversion price for
at least 20 trading days during a 30-day trading period ending within five
trading days prior to the notice of automatic conversion. If an automatic
conversion occurs within the first two years after issuance, or if holders elect
to convert their 9% Notes within the first two years after issuance and prior to
notice of any automatic conversion, the Company will make a payment to holders
in cash, or at the Company's option, in common stock, equal to two full years of
interest, less interest actually paid. The 9% Notes are redeemable at the option
of the Company two years after issuance, subject to certain conditions, and at
the option of the holders in the event of a change in control. Of the investment
banking fees to be paid by the Company in connection with the issuance of the 9%
Notes, the Company elected to issue 647,966 unregistered shares of common stock
valued at $1.54 per share in lieu of cash.

Liquidity and Capital Resources

     Working Capital; Cash and Cash Equivalents

     The Company's working capital at December 31, 2002 was approximately $6.6
million compared to $16.3 million at December 31, 2001. The ratio of current
assets to current liabilities was 1.2:1 at December 31, 2002 compared to 1.4:1
at December 31, 2001. The reduction in working capital is primarily the result
of reductions in inventory at Rochester.

     Net cash used in operating activities in 2002 was $8.5 million compared
with $29.9 million used in operating activities in 2001. The most significant
non-cash items included in the net loss in 2002 were losses on early retirement
of debt of $19.1 million, interest expense of $13.6 million paid with common
stock, and the $19.0 million write-down of mineral property at the Galena mine.

     A total of $6.0 million was used by investing activities in 2002 compared
to $12.6 million provided in 2001. The most significant investing activity in
2001 was the sale of the Company's interest in Gasgoyne for

                                       52


cash proceeds of approximately $14.9 million net of costs. In 2002, most of the
cash used was in the development of mining assets.

     The Company's financing activities provided $8.8 million during 2002
compared to $3.2 million used in 2001. The variance is due to the issuance in
2002 of $13.5 million, net of offering costs, of 13 3/8% Notes Series II, the
proceeds of which was used to retire existing long-term debt and borrowings on
the working capital facility of $5.0 million.

     On February 26, 2003 the Company completed the private placement of $37.2
million of Senior Convertible Notes due in 2007 which resulted in net proceeds
of $33.8 million. Of the proceeds, $10.0 million is available for general
working capital, and the remainder will be used to retire the majority of the
$28.2 million principal amount of the outstanding 6 3/8% convertible
subordinated debentures due in January 2004.

     The Company's cash flow forecasts indicate that approximately $16.0 million
will be spent during 2003 on capital expenditures at its operating mines. In
addition, the Company expects to spend approximately $9.0 million on
exploration, lease holding costs and new project development, although
approximately 50% of this amount could be considered discretionary and may be
reduced if necessary.

     As indicated previously, during 2002 and thus far in 2003, the Company has
been able to substantially reduce its debt obligations. Current and long-term
debt as of December 31, 2002 amounted to $84.5 million. Subsequent to year-end,
an additional $37.2 million of 9% Senior Convertible Notes were issued. Total
scheduled debt due in the fifteen months subsequent to December 31, 2002
includes $12.7 million of the 13 3/8% Notes due in December 2003 and $55.1
million of the 6 3/8% Debentures due in January 2004. Subsequent to year-end
however, $2.8 million of the 13 3/8% Notes have already been converted into
common stock, leaving a balance of $9.9 million outstanding. In addition, $26.9
million of the 6 3/8% Debentures have also been exchanged for common stock,
leaving a balance of $28.2 million outstanding. This amount will be further
reduced in April 2003 by an additional $22.4 million, as required under the new
9% Senior Convertible Note agreement, resulting in an expected balance of $5.8
million due in January 2004.

     In summary, after the conversions, exchanges subsequent to year end and the
expected payment in April 2003, the Company's remaining debt balances that will
be due prior to March 2004 amount to $9.9 million of 13 3/8% Notes due in
December 2003 and $5.8 million of 6 3/8% Debentures due in January 2004.
Management expects that debt for equity conversions and exchanges will continue
through 2003, further reducing these balances. In addition, operating results
and cash flow at its Cerro Bayo mine during the past several months have
exceeded cash forecasts, a trend that is expected to continue during the year.
Such forecasts are prepared assuming $4.75 per ounce silver and $325 per ounce
gold. Management believes that cash on hand and operating cash flow will be
sufficient to fund its operating requirements and continuing debt obligations
through March 2004. However, if the Company's production forecasts are not
achieved, additional funding will be required. If necessary, the Company
believes it could issue additional equity of debt securities although there can
be no assurance that such funding would be available.

     Contractual Obligations

     The following table summarizes our contractual obligations at December 31,
2002 and the effect such obligations are expected to have on our liquidity and
cash flow in future periods.



                                                                           Payments Due by Period
                                                      ------------------------------------------------------------------
          Contractual Obligations                        Total             2003              2004              2005
          ----------------------------------------    -------------    --------------    -------------     -------------
                                                                                                
          Convertible debt                             $   79.5         $    12.7         $    55.1         $     11.7
          Operating lease                                   5.3               3.2               1.6                0.4
          Working capital facility                          5.0               5.0                 -                  -
                                                      -------------    --------------    -------------     -------------
               Total                                   $   89.8         $    20.9         $    56.7         $     11.8
                                                      =============    ==============    =============     =============


                                       53


     Silver and Gold Concentrates Facility Agreement

     On June 3, 2002, the Company entered into the Silver and Gold Concentrates
Facility Agreement with Standard Bank London Ltd. This facility provides for
advance sales of precious metals concentrates produced at the Company's Cerro
Bayo processing facility in Chile. The purpose of putting the facility in place
was to provide cash flow for the operation as concentrates were produced, rather
than waiting for payment when sufficient material had been generated to warrant
a shipment to a third party refiner. Based on current production plans, only 3
or 4 shipments per year can be scheduled.

     This facility is effectively a working capital line, such that as
concentrates are produced and valued, the bank advances a payment for a portion
(85-90%) of the contained value estimate, with repayment made for all advances
with the proceeds when a shipment is made. Concentrate value is based on weights
and assays collected when material is delivered to the storage warehouse.
Interest is prepaid at time of advance to expected time of shipment at a rate of
LIBOR + 4.75%.

     When initially closed, this facility had a maximum of US$ 9 million
available for advance payments. This capacity was expanded to US$ 12 million in
January 2003 and expires in May 2003. At December 31, 2002, a total of US$ 4.9
million was outstanding under the facility.

     Building Loan

     The Company has secured a 10-year loan for $1.3 million at an interest rate
of 10% for the Corporate Office Building utilizing the building as collateral
for the loan.

     Federal Natural Resources Action

     On March 22, 1996, an action was filed in the United States District Court
for the District of Idaho by the United States against various defendants,
including the Company, asserting claims under CERCLA and the Clean Water Act for
alleged damages to federal natural resources in the Coeur d'Alene River Basin of
Northern Idaho as a result of alleged releases of hazardous substances from
mining activities conducted in the area since the late 1800s.

     On March 16, 2001, the Company and representatives of the U.S. Government,
including the Environmental Protection Agency, the Department of Interior and
the Department of Agriculture, reached an agreement in principle to settle the
lawsuit, which represents the only suit in which the Company has been named as a
party. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the
Company has paid the U.S. Government a total of approximately $3.9 million, of
which $3.3 million was paid in May 2001 and the remaining $.6 million was paid
in June 2001. In addition, the Company will (i) pay the United States 50% of any
future recoveries from insurance companies for claims for defense and
indemnification coverage under general liability insurance policies in excess of
$0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property
(i.e., the former Coeur Mine site) and Caladay property, and (iii) make
available certain real property to be used as a waste repository. Finally,
commencing five years after effectiveness of the settlement, the Company will be
obligated to pay net smelter royalties on its operating properties, up to a
maximum of $3 million, amounting to a 2% net smelter royalty on silver
production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce
net smelter royalty on gold production if the price of gold exceeds $325 per
ounce. The royalty would run for 15 years commencing five years after
effectiveness of the settlement. The Company recorded $4.2 million of expenses,
which included $3.9 million of settlement payments, in the fourth quarter of
2000 in connection with the settlement.


                                       54


     Lawsuit to Recover Inventory

     During the first quarter of 2000, Handy & Harman Refining Group, Inc.
("Handy & Harman"), to which the Rochester Mine had historically sent
approximately 50% of its dore, filed for Chapter 11 bankruptcy. The Company had
inventory at the refinery of approximately 67,000 ounces of silver and 5,000
ounces of gold that has been delivered to certain creditors of Handy & Harman.
On February 27, 2001 the Company commenced a lawsuit against Handy & Harman and
certain others in the U.S. Bankruptcy Court for the District of Connecticut
seeking recovery of the metals and/or damages. Handy & Harman's Chapter 11
liquidation plan was confirmed by the Bankruptcy Court in August 2001 and on
November 3, 2001, the Company received approximately $294,000 from Handy &
Harman as a partial payment under the plan. The liquidating custodian of Handy &
Harman under the liquidation plan filed suit against the Company in March 2002
for the value of 100,000 ounces of silver (i.e., approximately $500,000) as a
preference based on the Company's draw-down of its silver held by Handy & Harman
in mid-March 2000. Based on this legal action, the Company determined that the
recovery of any additional amounts would be remote. As a result, the Company
recorded a $1.4 million write-down of the carrying amount in the fourth quarter
of 2001. Management of the Company and legal counsel believe that the claims are
without merit, and are vigorously defending the suit.

     Private Property Damage Action

     On January 7, 2002, a private class action suit captioned Baugh v. Asarco,
et al., was filed in the Idaho District Court for the First District (Lawsuit
No. 2002131) in Kootenai County, Idaho against the companies that have been
defendants in the prior Bunker Hill and natural resources litigation in the
Coeur d'Alene Basin, including the Company, by eight northern Idaho residents
seeking medical benefits and real property damages from the mining companies
involved in the Bunker Hill Superfund site. In October 2002, the court conducted
a hearing on motions resulting in an order striking certain of the alleged
causes of action from the complaint, and dismissing the complaint with leave to
amend it. In January 2003, the plaintiffs filed an amended complaint. Certain of
the defendants, including the Company, filed motions to dismiss the complaint,
which will be heard by the court in May 2003. At this early stage of the
proceedings, the Company cannot predict the outcome of this suit.

     State of Maine and State of Idaho Superfund Sites Related to Callahan
Mining Corporation

     During 2001, the United States Forest Service made a formal request for
information regarding the Deadwood Mine Site located in central Idaho. Callahan
Mining Corporation had operated at this site during the 1940's. Apparently the
Forest Service believes that some cleanup action is required at the location.
However, Coeur d'Alene Mines Corporation did not acquire Callahan until 1991,
more than 40 years after Callahan disposed of its interest in the Deadwood
property. The Company did not make any decisions with respect to generation,
transport or disposal of hazardous waste at the site. Therefore, it is believed
that the Company is not liable for any cleanup, and if Callahan might be liable,
it has no substantial assets with which to satisfy any such liability. To date
no claim has been made by the United States for any dollar amount of cleanup
costs against either the Company or Callahan.

     During 2002, the EPA made a formal request for information regarding a
Callahan mine site in the State of Maine. Callahan operated there in the late
1960's, shut the operations down in the early 1970's and disposed of the
property. Apparently, the EPA contends that some cleanup action is warranted at
the site, and listed it on the National Priorities Lawsuit in late 2002. The
Company believes that because it made no decisions with respect to generation,
transport or disposal of hazardous waste at this location, it is not liable for
any cleanup costs. If Callahan might have liability, it has no substantial
assets with which to satisfy such liability. To date, no claim has been made for
any dollar amount of cleanup costs against either the Company or Callahan.

                                       55



     Expired Labor-Management Agreement at the Galena Mine

     The labor-management agreement for the Galena and Coeur Mines expired on
December 13, 2002. Negotiations for a new labor contract have not yet been
successful. The employees are working under the expired agreement. There is no
threat of a strike. However, it is possible that the attitude of the employees
could change, and that a work stoppage could occur.

     Proposed Mining Legislation

     Recent legislative developments may affect the cost of and ability of
mining claimants to use the Mining Law of 1872, as amended, (the "Mining Act")
to acquire or use federal lands for mining operations. Since October 1994, a
moratorium has been imposed on processing new patent applications for mining
claims. Management believes that this moratorium will not affect the status of
patent applications outstanding prior to the moratorium.

     Legislation is presently being considered in the U.S. Congress to change
the Mining Act under which the Company holds mining claims on public lands. It
is possible that the Mining Act will be amended or be replaced by more onerous
legislation in the future. The legislation under consideration, as well as
regulations under development by the Bureau of Land Management, contain new
environmental standards and conditions, additional reclamation requirements and
extensive new procedural steps which would be likely to result in delays in
permitting.

     During the last several congressional sessions, bills have been introduced
which would supplant or materially alter the Mining Act. If enacted, such
legislation may materially impair the ability of the Company to develop or
continue operations which derive ore from federal lands. No such bills have been
passed and the extent of the changes, if any, which may be enacted by Congress
is not presently known. A significant portion of Coeur's U.S. mining properties
are on public lands. Any reform of the Mining Act or regulations thereunder
based on these initiatives could increase the costs of mining activities on
unpatented mining claims, and as a result could have an adverse effect on the
Company and its results of operations. Until such time, if any, as new reform
legislation or regulations are enacted, the ultimate effects and costs of
compliance on the Company cannot be estimated.

     Environmental Compliance Expenditures

     For the years ended December 31, 2002, 2001, and 2000, the Company expended
$5.7 million, $5.5 million, and $7.8 million, respectively, in connection with
routine environmental compliance activities at its operating properties. Such
activities include monitoring, bonding, earth moving, water treatment and
revegetation activities.

     The Company estimates that environmental compliance expenditures during
2003 will be approximately $5.8 to obtain permit modifications and other
regulatory authorizations. Future environmental expenditures will be determined
by governmental regulations and the overall scope of the Company's operating and
development activities. The Company places a very high priority on its
compliance with environmental regulations.

     Capitalized Expenditures

     During 2002, the Company expended $1.6 million at the Rochester mine, $3.6
million for continuing mine development at the Cerro Bayo property, $2.5 million
at the Galena Mine. During 2003, the Company plans to expend $11.9 million for
investment activities at the Rochester mine, $2.0 million at the Galena mine and
$1.6 million at Cerro Bayo.

                                       56


     Realization of Net Operating Loss Carryforwards

     The Company has reviewed its net deferred tax asset, together with net
operating loss carryforwards, and has not recognized potential tax benefits
arising therefrom on the view that it is more likely than not that the deferred
deductions and losses will not be realized in future years. In making this
determination, the Company has considered the Company's history of tax losses
incurred since 1989, current gold and silver prices and the ability of the
Company to use accelerated depletion and amortization methods in the
determination of taxable income.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to various market risks as a part of its operations.
In an effort to mitigate losses associated with these risks, the Company may, at
times, enter into derivative financial instruments. These may take the form of
forward sales contracts, foreign currency exchange contracts and interest rate
swaps. The Company does not actively engage in the practice of trading
derivative securities for profit. This discussion of the Company's market risk
assessments contains "forward looking statements" that contain risks and
uncertainties. Actual results and actions could differ materially from those
discussed below.

     The Company's operating results are substantially dependent upon the world
market prices of silver and gold. The Company has no control over silver and
gold prices, which can fluctuate widely and are affected by numerous factors,
such as supply and demand and investor sentiment. In order to mitigate some of
the risk associated with these fluctuations, the Company will at times, enter
into forward sale contracts. The Company continually evaluates the potential
benefits of engaging in these strategies based on current market conditions. The
Company may be exposed to nonperformance by counterparties as a result of its
hedging activities. This exposure would be limited to the amount that the spot
price of the metal falls short of the contract price. The Company has
historically sold silver and gold produced by our mines pursuant to forward
contracts and at spot prices prevailing at the time of sale. Since 1999, we have
not engaged in any silver hedging activities.

     The Company operates in several foreign countries, specifically Bolivia,
Chile, and Argentina, which exposes it to risks associated with fluctuations in
the exchange rates of the currencies involved. As part of its program to manage
foreign currency risk, the Company enters into, from time to time, foreign
currency forward exchange contracts. These contracts enable the Company to
purchase a fixed amount of foreign currencies. Gains and losses on foreign
exchange contracts that are related to firm commitments are designated and
effective as hedges and are deferred and recognized in the same period as the
related transaction. All other contracts that do not qualify as hedges are
marked to market and the resulting gains or losses are recorded in income. The
Company continually evaluates the potential benefits of entering into these
contracts to mitigate foreign currency risk and proceeds when it believes that
the exchange rates are most beneficial.

     All of the Company's long-term debt at December 31, 2002, is fixed-rate
based. The Company's exposure to interest rate risk, therefore, is limited to
the amount it could pay at current market rates. The Company currently does not
have any derivative financial instruments to offset the fluctuations in the
market interest rate. It may choose to use instruments, such as interest rate
swaps, in the future to manage the risk associated with interest rate changes.

                                       57


     The following table summarizes the information at December 31, 2002
associated with the Company's financial liabilities and financial instruments:



                                                                                                Fair Value
                                                 2003         2004        2005        Total      12/31/02
  -----------------------------------------------------------------------------------------------------------
   Liabilities                                               (In thousands except per ounce data)
     Short and Long Term Debt
                                                                                  
       Fixed Rate                                $12,735     $55,132     $11,665      $79,532    $ 85,709
       Average Interest Rate                      7.624%      6.528%      7.250%

   Derivative Financial Instruments
     Gold Forward Sales -- USD Ounces             52,000       6,000           -       58,000     $ 14.04
     Price Per Ounce                              331.13      350.78           -       333.16

   Foreign Currency Contracts
     Chilean Peso - USD                           $5,725           -           -       $5,725       $3.41
     Exchange Rate (CLP to US$)                      713           -           -


     Fair value is determined by trading information available on or near the
balance sheet data for all the above securities. Long term debt represents the
face amount of the outstanding debentures and is timed as they come due. The
average interest rate in the table is calculated using the weighted average on
the outstanding face amount of each debenture for the time period each debenture
is outstanding. All long term debt is denominated in US dollars.

Item 8. Financial Statements and Supplementary Data
        -------------------------------------------

          The consolidated financial statements required hereunder and contained
          herein are listed under Item 15(1)(a) below.

Item 9. Changes and Disagreements With Accountants on Accounting and Financial
        ----------------------------------------------------------------------
        Disclosure
        ----------

          Not applicable.


                                    Part III
                                    --------

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

     For information concerning the Company's executive officers, reference is
made to the information set forth under the caption "Executive Officers of the
Registrant" located in Part I, Item 4A of this Form 10-K. For information
concerning the Company's directors and compliance by the company's directors,
executive officers and significant stockholders with the reporting requirements
of Section 16 of the Securities Exchange Act of 1934, as amended, reference is
made to the information set forth under the captions "Election of Directors" and
"Compliance with Section 16(a) - Beneficial Ownership Reporting Compliance,"
respectively, in the company' Proxy Statement for the 2003 Annual Meeting of
Stockholders to be file pursuant to Regulation 14A, which information is
incorporated herein by reference.

Item 11. Executive Compensation
         ----------------------

     Reference is made to the information set forth under the caption "Executive
Compensation and Other Compensation Information" in the Company's Proxy
Statement for 2003 Annual Meeting of Stockholders to be

                                       58


filed pursuant to Regulation 14A, which information (except for the Report of
the Compensation Committee of the Board of Directors and the Performance Graph)
is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     Reference is made to the information set forth under the caption "Security
Ownership of Principal Stockholders and Management" in the Company's Proxy
Statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to
Regulation 14A, which information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     Reference is made to the information contained under the caption "Certain
Relationships and Related Transactions" contained in the Company's Proxy
Statement for the 2003 Annual Meeting of Stockholders to be filed pursuant to
Regulation 14A, which information is incorporated herein by reference.

Item 14. Controls and Procedures
         -----------------------

     The Company's Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective
based on their evaluation of such controls and procedures as of a date within 90
days prior to the filing of this report. There were no significant changes in
internal controls or in other factors that significantly affect internal
controls subsequent to the date of their most recent evaluation.

                                     Part IV
                                     -------

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
         ----------------------------------------------------------------

(a)  The following financial statements are filed herewith:

(1)  The following consolidated financial statements of Coeur d'Alene Mines
     Corporation and subsidiaries are included in Item 8:

          Consolidated Balance Sheets - December 31, 2001 and 2002.

          Consolidated Statements of Operations and Comprehensive Loss - Years
          Ended December 31, 2000, 2001 and 2002.

          Consolidated Statements of Changes in Shareholders' Equity for the
          Years Ended December 31, 2000, 2001 and 2002.

          Consolidated Statements of Cash Flows for the Years Ended December 31,
          2000, 2001 and 2002.

          Notes to Consolidated Financial Statements.

(b)  Reports on Form 8-K: No Current Reports on Form 8-K were filed by the
     Company during the fourth quarter of 2002.

(c)  Exhibits: The following listed documents are filed as Exhibits to this
     report:

                                       59


3(a)  -    Articles of Incorporation of the Registrant and amendments thereto.
          (Incorporated herein by reference to Exhibit 3(a) to the Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1988.)

3(b)  -   Bylaws of the Registrant and amendments thereto. (Incorporated
          herein by reference to Exhibit 3(b) to the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1988.)

3(c)  -   Certificate of Designations, Powers and Preferences of the Series B
          Junior Preferred Stock of the Registrant, as filed with Idaho
          Secretary of State on May 13, 1999. (Filed herewith.)

3(d)  -   Restated and Amended Articles of Incorporation of the Registrant as
          filed with the Secretary of State of the State of Idaho effective
          September 13, 1999. (Incorporated herein by reference to Exhibit 3 to
          the Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999.)

3(e)  -   Amendment to Restated and Amended Articles of Incorporation of the
          Registrant (Incorporated herein by reference to Exhibit 3.1 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2002.)

4(a)  -   Specimen certificate of the Registrant's stock. (Incorporated herein
          by reference to Exhibit 4 to the Registrant's Registration Statement
          on Form S-2 (File No. 2-84174).)

4(b)  -   Indenture, dated as of June 10, 1987, between the Registrant and
          Citibank, N.A., as Trustee, relating to the Registrant's 6%
          Convertible Subordinated Debentures Due 2002. (Incorporated herein by
          reference to Exhibit 4 to the Registrant's Current Report on Form 8-K
          dated June 10, 1987.)

4(c)  -   Form of Indenture, dated as of October 15, 1997, between the
          Registrant and Bankers Trust Company, as Trustee, relating to the
          Registrant's 7 1/4% Convertible Subordinated Debentures due 2005.
          (Incorporated herein by reference to Exhibit No. 4 to the Registrant's
          Current Report on Form 8-K filed on October 16, 1997.)

4(d)  -   Indenture, dated as of January 26, 1994, between the Registrant and
          Bankers Trust Company relating to the Registrant's 6 3/8% Convertible
          Subordinated Debentures Due 2004. (Incorporated herein by reference to
          Exhibit 10(gg) to the Registrant's Annual Report on Form 10-K for the
          year ended December 31, 1993.)

4(e)  -   Form of Indenture, dated as of August 1, 2001, between the
          Registrant and The Bank of New York, as Trustee, relating to the
          Registrant's 13 3/8% Convertible Senior Subordinated Notes due
          December 31, 2003. (Incorporated by reference to Exhibit 4 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended June
          30, 2002.)

4(f)      Inenture, dated as of February 26, 2003, by and between the Registrant
          and The Bank of New York, as trustee, relating to the Registrant's 9%
          Convertible Senior Subordinated Notes due 2007 (Incorporated herein by
          reference to Exhibit 4 to Registrant's Current Report on form 8-K
          dated February 27, 2003).

10(a) -   Executive Compensation Program. (Incorporated herein by reference to
          Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the
          year ended December 31, 1989.)*

__________________________
* Management contract or compensatory plan.

                                       60


10(b) -   Lease agreement, dated as of October 10, 1986, between Manufacturers
          Hanover Commercial Corporation and Coeur-Rochester, Inc. (Incorporated
          herein by reference to Exhibit 10(a) to Registrant's Current Report on
          Form 8-K, dated October 10, 1986.)

10(c) -   Agreement, dated January 1, 1994, between Coeur-Rochester, Inc. and
          Johnson Matthey Inc. (Incorporated herein by reference to Exhibit
          10(m) of the Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1993.)

10(d) -   Refining Agreement dated January 24, 1994, between the Registrant
          and Handy & Harman. (Incorporated herein by reference to Exhibit 10(n)
          of the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1993.)

10(e) -   Master Equipment Lease No. 099-03566-01, dated as of December 28,
          1988, between Idaho First National Bank and the Registrant.
          (Incorporated herein by reference to Exhibit 10(w) of the Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1988.)

10(f) -   Master Equipment Lease No. 01893, dated as of December 28, 1988,
          between Cargill Leasing Corporation and the Registrant. (Incorporated
          herein by reference to Exhibit 10(x) of the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1988.)

10(g) -   Rights Agreement, dated as of May 11, 1999, between the Registrant
          and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
          (Incorporated herein by reference to Exhibit 1 to the Registrant's
          Form 8-A relating to the registration of the Rights on the New York
          and Pacific Stock Exchanges.)

10(h) -   Amended and Restated Profit Sharing Retirement Plan of the
          Registrant. (Incorporated herein by reference to Exhibit 10(ff) to the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1993.) *

10(i) -   1993 Annual Incentive Plan and Long-Term Performance Share Plan of
          the Registrant. (Incorporated herein by reference to Exhibit 10(jj) to
          the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1993.)*

10(j) -   Supplemental Retirement and Deferred Compensation Plan, dated
          January 1, 1993, of the Registrant. (Incorporated herein by reference
          to Exhibit 10(kk) to the Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1993.)*

10(k) -   Lease Agreement, dated January 12, 1994, between First Security Bank
          of Idaho and Coeur Rochester, Inc. (Incorporated herein by reference
          to Exhibit 10(mm) to the Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1993.)

10(l) -   Non-employee Directors' Retirement Plan effective as of March 19,
          1993, of the Registrant. (Incorporated herein by reference to Exhibit
          10(oo) to the Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1993.)*

__________________________
* Management contract or compensatory plan.

                                       61


10(m) -   Extension of Employment and Severance Agreement between the
          Registrant and Dennis E. Wheeler, dated June 28, 1994. (Incorporated
          by reference to Exhibit 10 (nn) to the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1994.)*

10(n) -   401k Plan of the Registrant. (Incorporated by reference to Exhibit
          10 (pp) to the Registrants Annual Report on Form 10-K for the year
          ended December 31, 1994.)*

10(o) -   Option Agreement of October 24, 1994 between Compania Minera El
          Bronce and CDE Chilean Mining Corporation. (Incorporated by reference
          to Exhibit 10(qq) to the Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1994.)

10(p) -   Limited Recourse Project Financing Agreement, dated April 19, 1995,
          between the Registrant and N.M. Rothschild & Sons, Ltd. (Incorporated
          herein by reference to Exhibit 10(b) to the Registrant's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1995.)

10(q) -   Venture Termination and Asset Purchase Agreement, dated as of June
          30, 1995, among Coeur Alaska, Inc., Echo Bay Alaska, Inc. and Echo Bay
          Exploration, Inc. (Incorporated herein by reference to Exhibit 10 to
          the Company's Current Report on Form 8-K dated July 7, 1995.)

10(r) -   Form of Offer, dated January 29, 1996, by the Registrant to acquire
          all the ordinary shares of Gasgoyne Gold Mines NL. (Incorporated
          herein by reference to Exhibit 10(a) to the Registrant's Current
          Report on Form 8-K filed January 31, 1996 (date of earliest event
          reported - December 21, 1995).)

10(s) -   Part A Statement of the Registrant relating to its offer to acquire
          all the ordinary shares of Gasgoyne Gold Mines NL. (Incorporated
          herein by reference to Exhibit 10(b) to the Registrant's Current
          Report on Form 8-K filed January 31, 1996 (date of earliest event
          reported - December 21, 1995).)

10(t) -   Call Option Agreement Over Shares, dated December 20, 1995, between
          the Registrant and Ioma Pty Ltd. (Incorporated herein by reference to
          Exhibit 10(c) to the Registrant's Current Report on Form 8-K filed
          January 31, 1996 (date of earliest event reported - December 21,
          1995).)

10(u) -   Agreement for the Purchase and Sale of Shares, dated August 30,
          1996, by Compania Minera El Bronce to CDE Chilean Mining Corporation
          and Coeur d'Alene Mines Corporation. (Incorporated herein by reference
          to Exhibit 10(a) of the Registrant's Current Report on Form 8-K filed
          November 5, 1996 (date of earliest event reported - September 4,
          1996).)

10(v) -   Amendment, dated August 30, 1996, to Purchase and Sale, Cancellation
          and Receipt of Payment of Purchase Sale Installments and Release of
          Mortgage, Chattel Mortgages and Prohibitions between Compania Minera
          El Bronce and Compania Minera CDE El Bronce. (Incorporated herein by
          reference to Exhibit 10(b) of the Registrant's Current Report on Form
          8-K filed November 5, 1996 (date of earliest event reported -
          September 4, 1996).)

10(w) -   Loan Agreement, dated as of December 23, 1996, among the Registrant
          (as the Borrower), NM Rothschild & Sons Limited and Bayerische
          Vereinsbank AG (as the



                                       62


          Banks) and NM Rothschild & Sons Limited (as the Agent for the Banks).
          (Incorporated herein by reference to Exhibit 10(kk) of the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1996.)

10(x)  -  Mining Lease, effective as of June 1, 1997, between Silver Valley
          Resources and American Silver Mining Company. (Incorporated herein by
          reference to Exhibit 10(a) to the Registrant's Registration Statement
          on Form S-3 (File No. 333-40513).)

10(y)  -  Mining Lease, effective as of April 23, 1996, between Silver Valley
          Resources Corporation and Sterling Mining Company. (Incorporated
          herein by reference to Exhibit 10(b) to the Registrant's Registration
          Statement on Form S-3 (File No. 333-40513).)

10(z)  -  Mining Lease, effective as of March 21, 1997, between Silver Valley
          Resources Corporation and Silver Buckle Mines, Inc. (Incorporated
          herein by reference to Exhibit 10(c) to the Registrant's Registration
          Statement on Form S-3 (File No. 333-40513).)

10(aa) -  Mining Lease, effective as of March 21, 1997, between Silver Valley
          Resources Corporation and Placer Creek Mining Company. (Incorporated
          herein by reference to Exhibit 10(d) to the Registrant's Registration
          Statement on Form S-3 (File No. 333-40513).)

10(bb) -  Agreement for Sale and Issuance of Shares, dated May 7, 1997, among
          Sons of Gwalia Ltd, Burmine Investments Pty Limited, Orion Resources
          NL and Coeur Australia Pty Ltd. (Incorporated herein by reference to
          Exhibit 10(pp) to the Registrant's Annual Report on Form 10-K for the
          year ended December 31, 1997.)

10(cc) -  Letter agreement, dated May 7, 1997, between the Registrant and Sons
          of Gwalia Ltd. (Incorporated herein by reference to Exhibit 10(qq) to
          the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997.)

10(dd) -  Shareholders Agreement, dated May 7, 1997, among Sons of Gwalia
          Ltd., Burmine Investments Pty Ltd., Orion Resources NL, Coeur
          Australia Pty Ltd. and Gasgoyne Gold Mines NL. (Incorporated herein by
          reference to Exhibit 10(rr) to the Registrant's Annual Report on Form
          10-K for the year ended December 31, 1997.)

10(ee) -  Management Services Agreement, dated May 7, 1997, among Sons of
          Gwalia Ltd., Coeur Australia Pty Ltd. and Gasgoyne Gold Mines NL.
          (Incorporated herein by reference to Exhibit 10(ss) to the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1997.)

10(ff) -  Amended and Restated Transaction Agreement by and between Asarco
          Incorporated and Coeur d'Alene Mines Corporation, dated May 13, 1999
          and amended and restated as of June 22, 1999. (Incorporated herein by
          reference to Exhibit A to the Registrant's Proxy Statement, dated July
          28, 1999, used in connection with the Registrant's Annual Meeting of
          Shareholders held on September 8, 1999.)

10(gg) -  Shareholder Agreement (dated as of September 9, 1999) by and between
          Asarco Incorporated and Coeur d'Alene Mines Corporation. (Incorporated
          herein by reference to Exhibit B to the Registrant's Proxy Statement,
          dated July 28, 1999, used in connection with the Registrant's Annual
          Meeting of Shareholders held on September 8, 1999.)

                                       63


10(hh) -  Form of severance/change in control agreements entered into by the
          Registrant with each of its executive officers (Dennis E. Wheeler -
          March 30, 1989, Robert Martinez - March 30, 1989, James A. Sabala -
          January 13, 2003, Gary W. Banbury - March 19, 1998, James K. Duff -
          March 17, 1997, Dieter A. Krewedl - October 29, 1998, Troy Fierro -
          November 11, 2001, Wayne L. Vincent - October 29, 1998 and James N.
          Meek - March 11, 1999). (Incorporated by reference to Exhibit 10(hh)
          to the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2001).

10(ii) -  Employment agreement, dated as of March 11, 2003, between the
          Registrant and Dieter Krewedl. (Filed herewith.)

10(jj) -  Employment Agreement, dated as of January 13, 2003, between the
          Registrant and James A. Sabala. (Filed herewith)

10(kk) -  Agreement, dated as of January 6, 2003 between the Registrant and
          ASARCO corporation. (Filed herewith.)

10(ll) -  Agreement, dated as of May 13, 2002, by and among each of the
          purchasers of 13 3/8% Convertible Senior Subordinated Notes listed on
          Annex A of the Agreement. (Incorporated herein by reference to Exhibit
          10.1 to the Registrants' Current Report on Form 8-K dated May 13,
          2002.)

10(mm)    Form of Purchase Agreement, dated as of February 20, 2003, by and
          among the Registrant and each of the persons signatory thereto.
          (Incorporated herein by reference to Exhibit 4 to Registrant's Current
          Report on Form 8-K dated February 27, 2003).

10(nn)    Form of Registration Rights Agreement, dated as of February 26, 2003,
          by and among the Registrant and each of the persons signatory thereto.
          (Incorporated herein by reference to Exhibit 99.1 to Registrant's
          Current Report on Form 8-K dated February 27, 2003).

21     -  List of subsidiaries of the Registrant. (Filed herewith.)

23     -  Consent of KPMG LLP. (Filed herewith.)

99.1   -  Certification of the CEO

99.2   -  Certification of the CFO

(d)  Independent auditors' reports are included herein as follows:

     Coeur d'Alene Mines Corporation

     Report of KPMG LLP as of December 31, 2002 and for the year ended December
     31, 2002.

     Report of Arthur Andersen LLP as of December 31, 2001 and 2000 and for each
     of the years in the three-year period ended December 31, 2001.


                                       64


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      Coeur d'Alene Mines Corporation
                                      (Registrant)


Date: March 20, 2003                  By: /s/ Dennis E. Wheeler
                                          --------------------------------------
                                          Dennis E. Wheeler
                                          (Chairman and Chief Executive Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


/s/ Dennis E. Wheeler         Chairman, Chief Executive Officer   March 20, 2003
-------------------------      and Director
Dennis E. Wheeler

/s/ James A. Sabala           Executive Vice President            March 20, 2003
-------------------------      and Chief Financial Officer
James A. Sabala

/s/ Wayne L. Vincent          Controller and Chief                March 20, 2003
-------------------------      Accounting Officer
Wayne L. Vincent

/s/ Cecil D. Andrus           Director                            March 11, 2003
-------------------------
Cecil D. Andrus

/s/ James J. Curran           Director                            March 11, 2003
-------------------------
James J. Curran

/s/ James A. McClure          Director                            March 11, 2003
-------------------------
James A. McClure

/s/ Robert E. Mellor          Director                            March 11, 2003
-------------------------
Robert E. Mellor

/s/ John H. Robinson          Director                            March 11, 2003
-------------------------
John H. Robinson

/s/ Timothy R. Winterer       Director                            March 11, 2003
-------------------------
Timothy R. Winterer

/s/ J. Kenneth Thompson       Director                            March 11, 2003
-------------------------
J. Kenneth Thompson

                                       65


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                    ----------------------------------------

I, Dennis E. Wheeler, certify that:

1. I have reviewed this annual report on Form 10-K of Coeur d'Alene Mines
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  March 20, 2003                     /s/ Dennis E. Wheeler
                                          -----------------------------------
                                          Dennis E. Wheeler
                                          Chairman and Chief Executive Officer



                                       66


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                    ----------------------------------------

I, James A. Sabala, certify that:

1. I have reviewed this annual report on Form 10-K of Coeur d'Alene Mines
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  March 20, 2003                    /s/ James A. Sabala
                                         ----------------------------------
                                         James A. Sabala
                                         Executive Vice President and Chief
                                         Financial Officer



                                       67





                           ANNUAL REPORT ON FORM 10-K
                       Item 8, Item 15(a), and Item 15(d)

                        CONSOLIDATED FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2002

                         COEUR D'ALENE MINES CORPORATION

                              COEUR D'ALENE, IDAHO




Report of KPMG LLP as of December 31, 2002 and for the year ended
 December 31, 2002
                                                                             F-2

Report of Arthur Andersen LLP as of December 31, 2001 and 2000 and for
 each of the years in the three-year period ended December 31, 2001          F-3

Consolidated Balance Sheets - December 31, 2001 and 2002                     F-4

Consolidated Statements of Operations and Comprehensive Loss - Years
 Ended December 31, 2000, 2001 and 2002                                      F-6

Consolidated Statements of Changes in Shareholders' Equity for the Years
 Ended December 31, 2000, 2001 and 2002                                      F-7

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2000, 2001 and 2002                                            F-8

Notes to Consolidated Financial Statements                                   F-9


                                      F-1


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Coeur d'Alene Mines Corporation:

     We have audited the 2002 financial statements of Coeur d'Alene Mines
Corporation (an Idaho Corporation) and subsidiaries (the Company) as listed in
the accompanying index. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The 2001 and 2000 financial statements
of Coeur d'Alene Mines Corporation, as listed in the accompanying index, were
audited by other auditors who have ceased operations and whose report, dated
February 15, 2002, expressed an unqualified opinion on those financial
statements and included an explanatory paragraph that stated that the Company
had suffered recurring losses from operations, had a significant portion of its
convertible debentures that needed to be repaid or refinanced in June 2002 and
had declining amounts of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its ability to continue
as a going concern.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

     In our opinion, the 2002 financial statements referred to above present
fairly, in all material respects, the financial position of Coeur d'Alene Mines
Corporation and subsidiaries as of December 31, 2002, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

     As discussed above, the 2001 and 2000 financial statements of Coeur d'Alene
Mines Corporation, as listed in the accompanying index, were audited by other
auditors who have ceased operations. As described in Note C, those financial
statements have been restated to correct the classification of restricted cash
and ore on leach pad from current to long-term assets. We audited the
adjustments that were applied to restate the amounts and disclosures reflected
in the 2001 financial statements. In our opinion, such adjustments are
appropriate and have been properly applied. However, we were not engaged to
audit, review, or apply any procedures to the 2001 and 2000 financial statements
of Coeur d'Alene Mines Corporation other than with respect to such adjustments,
and, accordingly, we do not express an opinion or any other form of assurance on
the 2001 and 2000 financial statements taken as a whole.

/s/ KPMG LLP

Denver, Colorado
February 28, 2003


                                      F-2


THE FOLLOWING REPORT IS A COPY OF THE PREVIOUSLY ISSUED REPORT FROM ARTHUR
ANDERSEN LLP ("ANDERSEN"). ANDERSEN DID NOT PERFORM ANY PROCEDURES IN CONNECTION
WITH THIS ANNUAL REPORT ON FORM 10-K. ACCORDINGLY, THIS REPORT HAS NOT BEEN
REISSUED BY ANDERSEN.



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Coeur d'Alene Mines Corporation:

We have audited the accompanying consolidated balance sheets of Coeur d'Alene
Mines Corporation (an Idaho corporation) and subsidiaries as of December 31,
2001 and 2000, and the related consolidated statements of operations and
comprehensive loss, changes in shareholders' equity, and cash flows for each of
the three years ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Coeur d'Alene
Mines Corporation and subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for each of the
three years ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note C to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has a significant portion of its convertible debentures that
need to be repaid or refinanced in June 2002 and declining amounts of cash and
cash equivalents and unrestricted short-term investments, all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans to address these matters are also described in Note C.

/s/ Arthur Andersen LLP

Denver, Colorado,
February 15, 2002.



                                      F-3


                           CONSOLIDATED BALANCE SHEETS
                COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES

                                                           December 31,
                                                       2002             2001
                                                       ----             ----
ASSETS                                                   (In Thousands)
                                                                     (Restated)
CURRENT ASSETS
  Cash and cash equivalents                           $ 9,093         $ 14,714
  Short-term investments                                  518            3,437
  Receivables and prepaid expenses, net                 7,185            5,902
  Ore on leach pad                                     11,082           26,096
  Metal and other inventory                            14,846            7,836
                                                      -------         --------
                                                       42,724           57,985

PROPERTY, PLANT AND EQUIPMENT
  Property, plant and equipment                        76,194           99,096
  Less accumulated depreciation                       (49,531)         (63,017)
                                                      -------         --------
                                                       26,663           36,079

MINING PROPERTIES
  Operational mining properties                        92,149          115,150
  Less accumulated depletion                          (71,833)         (79,697)
                                                      -------         --------
                                                       20,316           35,453
  Non-producing and developmental properties           46,954           46,685
                                                      -------         --------
                                                       67,270           82,138

OTHER ASSETS
  Non-current ore on leach pad                         15,474           15,079
  Restricted investments                               13,108           11,219
  Debt issuance costs, net                              1,034            3,262
  Marketable securities                                   915               11
  Other                                                 5,900            4,607
                                                      -------         --------
                                                       36,431           34,178
                                                      -------         --------
       Total assets                                  $173,088         $210,380
                                                     ========         ========


     The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4





                                   CONSOLIDATED BALANCE SHEETS
                         COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES
                                                                                    December 31,
                                                                                 2002          2001
                                                                                 ----          ----
                                                                                   (In Thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                          
CURRENT LIABILITIES
    Accounts payable                                                             $ 5,962        $ 3,721
    Accrued liabilities                                                            4,334          5,503
    Accrued interest payable                                                       1,610          2,720
    Accrued salaries and wages                                                     5,594          4,542
    Current portion of remediation costs                                             926          2,058
    13 3/8% Convertible Senior Subordinated Notes Due December 2003               12,735             -
    6% Convertible Subordinated Debentures due June 2002                               -         23,171
    Current portion of bank financing                                              4,918              -
                                                                                  ------        -------
                                                                                  36,079         41,715
LONG-TERM LIABILITIES
    13 3/8% Convertible Senior Subordinated Notes due December 2003                    -         41,399
    6 3/8% Convertible Subordinated Debentures due January 2004                   55,132         66,270
    7 1/4% Convertible Subordinated Debentures due October 2005                   11,665         14,650
    Reclamation and mine closure                                                  14,458         14,462
    Other long-term liabilities                                                    8,456          5,096
                                                                                  ------        -------
                                                                                  89,711        141,877
COMMITMENTS AND CONTINGENCIES
    (See Notes K, L, M, N, O and R)

SHAREHOLDERS' EQUITY
    Common Stock, par value $1.00 per share-authorized 250,000,000 shares,
        issued 119,653,267 and 49,278,232 in 2002 and 2001 (1,059,211
        shares held in treasury)                                                 119,653         49,278
    Additional paid in capital                                                   420,863        388,050
    Accumulated deficit                                                         (479,207)      (397,999)
    Shares held in treasury                                                      (13,190)       (13,190)
    Accumulated other comprehensive income (loss)                                   (821)           649
                                                                                --------       --------
                                                                                  47,298         26,788
                                                                                --------       --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $173,088       $210,380
                                                                                ========       ========


     The accompanying notes are an integral part of these consolidated financial statements.




                                      F-5




                         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                              COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES


                                                                                   12 Months Ended December 31,
                                                                                 2002            2001             2000
                                                                                 ----            ----             ----
REVENUES                                                                         (In Thousands, except per share data)
                                                                                                        
Sales of metal                                                                 $85,944         $69,200           $ 93,174
Earnings from  unconsolidated affiliate                                              -               -              1,103
Interest and other                                                               8,544           2,712              6,929
                                                                               -------         -------           --------
         Total revenues                                                         94,488          71,912            101,206

COSTS and Expenses
Production                                                                      82,855          69,149             86,661
Depreciation and depletion                                                      13,511          11,347             20,785
Administrative and general                                                       8,806           8,122              9,714
Exploration                                                                      3,849           6,362              6,737
Pre-feasibility                                                                  2,606           3,684              2,675
Interest                                                                        21,948          14,592             16,999
Write-down of mining properties  and other holding costs                        23,060           9,946             21,236
Loss (gain) on exchange and early retirement of debt                            19,061         (48,217)           (16,136)
                                                                               -------         -------           --------
         Total cost and expenses                                               175,696          74,985            148,671
                                                                               -------         -------           --------

NET LOSS FROM CONTINUING OPERATIONS                                            (81,208)         (3,073)           (47,465)
Income tax (provision) benefit                                                       -               6               (348)
                                                                               -------         -------           --------
NET LOSS                                                                       (81,208)         (3,067)           (47,813)
Other comprehensive loss                                                        (1,470)            821               (297)
                                                                             ---------        --------           --------
COMPREHENSIVE LOSS                                                           $ (82,678)       $ (2,246)          $(48,110)
                                                                             =========        ========           ========
Net loss                                                                     $ (81,208)       $ (3,067)          $(47,813)

Preferred stock dividends                                                            -               -             (2,180)
                                                                             ---------        --------           --------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS                                 $ (81,208)       $ (3,067)          $(49,993)
                                                                             =========        ========           ========

BASIC AND DILUTED LOSS PER SHARE:
Weighted average number  of shares of common stock                              78,193          41,946             35,439
                                                                             =========        ========           ========

Net loss per common share                                                    $   (1.04)       $  (0.07)          $  (1.41)
                                                                             =========        ========           ========

The accompanying notes are an integral part of these consolidated financial statements.



                                      F-6




                         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                              COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES

                                                           For Years Ended December 31, 2002, 2001 and 2000
                                                                            (In Thousands)


                                        Preferred                                                     Accumulated
                                          Stock      Common     Additional               Shared          Other
                                          $1 Par     Stock       Paid In   Accumulated   Held in      Comprehensive
                                         (MARCS)     $1 Par      Capital     Deficit     Treasury     Income (Loss)     Total
                                         -------     ------      -------     -------     --------     -------------     -----
                                                                                                  
Balances at December 31, 1999            $ 7,078   $ 30,240     $391,031   $(347,119)    $(13,190)          $   125    $68,165
Net Loss                                       -          -            -     (47,813)           -                 -    (47,813)
Unrealized Loss on Marketable
Securities                                     -          -            -           -            -              (297)      (297)
Cash Dividends                                 -          -       (2,633)          -            -                 -     (2,633)
Stock Issued for MARCS Conversion         (7,078)     7,863         (785)          -            -                 -          -
Other                                          -          6           12           -            -                 -         18
                                         -------   --------     --------   ---------     --------           -------    -------
Balance at December 31, 2000                   -     38,109      387,625    (394,932)     (13,190)             (172)    17,440
Net Loss                                       -          -            -      (3,067)           -                 -     (3,067)
Unrealized Gain on  Marketable                 -          -            -           -            -               821        821
Securities
Conversions of Convertible Senior
  Subordinated Notes to
  Common stock                                 -      1,327          468           -            -                 -      1,665
Exchanges of Convertible Subordinated
   Debentures to  Common stock                 -      6,045          871           -            -                 -      6,916
Interest on Convertible Senior
 Subordinated Notes paid in
 Common stock                                  -      3,792         (913)          -            -                 -      3,009
Other                                          -          5           (1)          -            -                 -          4
                                         -------   --------     --------   ---------     --------           -------    -------
Balances at December 31, 2001                  -     49,278      388,050    (397,999)     (13,190)              649     26,788
Net Loss                                       -          -            -     (81,208)           -                 -    (81,208)
Unrealized Loss on  Marketable                 -          -            -           -            -              (297)      (297)
Securities
Change in fair value of derivative
hedging, net of settlement                                                                                      (10)       (10)
Excess additional pension liability
 over unrecognized prior service cost          -          -            -           -            -            (1,163)    (1,163)
Conversions of Convertible Senior
  Subordinated Notes to
  Common stock                                 -     37,143        5,665                        -                 -     42,808
Exchanges of Convertible Subordinated
  Debentures to  Common stock                  -     24,382       22,413           -            -                 -     46,795
Interest on Convertible Senior
 Subordinated Notes paid in
 Common stock                                  -      8,850        4,735           -            -                 -     13,585
Other                                          -          -            -           -            -                 -          -
                                         -------   --------     --------   ---------     --------           -------    -------
Balances at December 31, 2002            $     -   $119,653     $420,863   $(479,207)   $ (13,190)          $  (821)  $ 47,298
                                         =======   ========     ========   =========    =========           =======   ========

The accompanying notes are an integral part of these consolidated financial statements.





                                      F-7



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES


                                                                   12 Months Ended December 31,
                                                              2002             2001             2000
                                                              ----             ----             ----
                                                                          (In Thousands)
                                                                          --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                      
Net loss                                                    $ (81,208)        $ (3,067)         $(47,813)
Add (deduct) noncash items:
    Depreciation and depletion                                 13,511           11,347            20,785
    Loss (gain) on early retirement of Convertible
         Subordinated Debentures                               19,061          (48,217)           (16,136)
    Interest expense on Convertible Senior
       Subordinated Notes paid in Common Stock                 13,585            2,868                 -
    Write down of Handy & Harmon inventory                          -            1,354                 -
    Other charges                                               4,588            1,271             4,376
    (Gain) loss on sale of assets                              (4,564)             509             1,896
    Write-down of mining properties                            19,047            6,087            12,207
    Undistributed earnings from investment
         in unconsolidated affiliate                                -                -            (1,103)
    Unrealized (gain) loss on written call options                 62             (526)           (4,069)
    (Gain) loss on sale of short-term investment                 (916)            (431)            2,304
Changes in Operating Assets and Liabilities:
    Receivables                                                (1,795)           3,807             5,666
    Inventories                                                 7,311            4,616            (1,210)
    Accounts payable and accrued liabilities                    2,834           (9,514)             (709)
                                                            ---------         --------          --------
    CASH USED IN OPERATING ACTIVITIES                          (8,484)         (29,896)          (23,806)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of short-term investments                       (40,131)          (1,256)          (12,703)
    Proceeds from sales of short-term investments              40,870            6,195            15,220
    Investment in unconsolidated affiliate                          -                -               380
    Proceeds from sale of assets                                4,117           14,857               768
    Expenditures on mining assets                             (10,316)          (6,956)          (13,653)
    Other                                                        (515)            (208)              (38)
                                                            ---------         --------          --------
    CASH PROVIDED BY (USED IN)
         INVESTING ACTIVITIES                                  (5,975)          12,632           (10,026)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Retirement of long-term debt                               (9,427)            (743)          (14,869)
    Payment of cash dividends on MARCS
    Preferred Stock                                                 -                -            (2,633)
    Debt issuance costs                                        (2,468)          (2,204)                -
    Proceeds from issuance of 13 3/8% Notes Series II          16,000                -                 -
    Bank Borrowings on working capital facility                15,403                -                 -
    Payments to Bank on working capital facility              (10,485)               -                 -
    Other                                                        (185)            (302)             (374)
                                                            ---------         --------          --------
    CASH PROVIDED BY (USED IN)
         FINANCING ACTIVITIES:                                  8,838           (3,249)          (17,876)

DECREASE IN CASH AND CASH EQUIVALENTS                          (5,621)         (20,513)          (51,708)

    Cash and cash equivalents at beginning of period           14,714           35,227            86,935
                                                            ---------         --------          --------
    Cash and cash equivalents at end of period                 $9,093          $14,714           $35,227
                                                            =========         ========          ========


     The accompanying notes are an integral part of these consolidated financial statements.



                                      F-8


COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--BUSINESS OF COEUR D'ALENE MINES CORPORATION

     Coeur d'Alene Mines Corporation and its subsidiaries (collectively, "Coeur"
or the "Company") is principally engaged in silver and gold mining and related
activities including exploration, development, and mining at its properties
located in the United States (Nevada, Idaho and Alaska) and South America
(Chile, Argentina and Bolivia).

NOTE B--Summary of Significant Accounting Policies

     Principles of Consolidation: The consolidated financial statements include
the wholly-owned subsidiaries of the Company, the most significant of which are
Coeur Rochester, Inc., Coeur Silver Valley, Inc., Coeur Alaska, Inc., CDE Cerro
Bayo Ltd., Compania Minera CDE Petorca, Compania Minera Polimet S.A., Coeur
Australia and Empressa Minera Manquiri S.R.L. The consolidated financial
statements also include all entities in which voting control of more than 50% is
held by the Company. The Company has no investments in entities in which it has
greater than 50% ownership interest accounted for using the equity method.
Intercompany balances and transactions have been eliminated in consolidation.
Investments in corporate joint ventures where the Company has ownership of 50%
or less and funds its proportionate share of expenses are accounted for under
the equity method. The Company has no investments in entities in which it has
greater than 20% ownership interest accounted for using the cost method.

     Revenue Recognition: Revenue is recognized when title to silver and gold
passes at the shipment or delivery point to the buyer, depending on the
contract. The effects of forward sales contracts and purchased put contracts are
reflected in revenue at the date the related precious metals are delivered or
the contracts expire. Third party smelting and refining costs are recorded as a
reduction of revenue.

     Cash and Cash Equivalents: Cash and cash equivalents include all
highly-liquid investments with a maturity of three months or less at the date of
purchase. The Company minimizes its credit risk by investing its cash and cash
equivalents with major international banks and financial institutions located
principally in the United States and Chile with a minimum credit rating of A1 as
defined by Standard & Poor's. The Company's management believes that no
concentration of credit risk exists with respect to investment of its cash and
cash equivalents.

     Short-term Investments: Short-term investments principally consist of
highly-liquid United States, foreign government and corporate securities with
original maturities in excess of three months and less than one year. The
Company classifies all short-term investments as available-for-sale securities.
Unrealized gains and losses on these investments are recorded in accumulated
other comprehensive income as a separate component of shareholders' equity. Any
decline in market value considered to be other than temporary is recognized in
determining net income. Realized gains and losses from the sale of these
investments are included in determining net loss.

     Ore on Leach Pad: The heap leach process is a process of extracting silver
and gold by placing ore on an impermeable pad and applying a diluted cyanide
solution that dissolves a portion of the contained silver and gold, which are
then recovered in metallurgical processes.

     The Company uses several integrated steps to scientifically measure the
metal content of ore placed on the leach pads. As the ore body is drilled in
preparation for the blasting process, samples are taken of the drill residue
which is assayed to determine estimated quantities of contained metal. The
Company estimates the quantity of ore by utilizing global positioning satellite
survey techniques. The Company then processes the ore

                                      F-9


through a crushing facility where the output is again weighed and sampled for
assaying. A metallurgical reconciliation with the data collected from the mining
operation is completed with appropriate adjustments made to previous estimates.
The crushed ore is then transported to the leach pad for application of the
leaching solution. As the leach solution is collected from the leach pads, it is
continuously sampled for assaying. The quantity of leach solution is measured by
flow meters throughout the leaching and precipitation process. After
precipitation, the product is converted to dore, which is the final product
produced by the mine. The inventory is stated at lower of cost or market, with
cost being determined using the first-in, first-out and weighted average cost
methods.

     The Company reported ore on the leach pads of $26.6 million as of December
31, 2002. Of this amount, $11.1 million is reported as a current asset and $15.5
million is reported as a non-current asset. The distinction between current and
non-current is based upon the expected length of time necessary for the leaching
process to remove the metals from the broken ore. The historical cost of the
metal that is expected to be extracted within twelve months is classified as
current and historical cost of metals contained within the broken ore that will
be extracted beyond twelve months is classified as non-current.

     The estimate of both the ultimate recovery expected over time and the
quantity of metal that may be extracted relative to the time the leach process
occurs requires the use of estimates which are inherently inaccurate since they
rely upon laboratory testwork. Testwork consists of 60 day leach columns from
which the Company projects metal recoveries up to five years in the future. The
quantities of metal contained in the ore are based upon actual weights and assay
analysis. The rate at which the leach process extracts gold and silver from the
crushed ore is based upon laboratory column tests and actual experience
occurring over approximately fifteen years of leach pad operations at the
Rochester Mine. The assumptions used by the Company to measure metal content
during each stage of the inventory conversion process includes estimated
recovery rates based on laboratory testing and assaying. The Company
periodically reviews its estimates compared to actual experience and revises its
estimates when appropriate. The length of time necessary to achieve ultimate
recoveries for silver and gold is currently estimated between 5 and 10 years. In
2003, the estimated recoveries for silver and gold will be revised to 61.5% and
93%, respectively, from the 59% and 89% used in the prior three years. The
impact of this change in recovery is expected to increase the estimated
recoverable ounces of silver and gold contained in the heap by 1.8 million
ounces and 41,000 ounces, respectively. However, the ultimate recovery will not
be known until leaching operations cease which is currently estimated for 2011.

     Metal Inventories and Other: Inventories include concentrate ore, dore, ore
in stockpiles and operating materials and supplies. The classification of
inventory is determined by the stage at which the ore is in the production
process. Inventories of ore in stock piles are sampled for gold and silver
content and are valued based on the lower of actual costs incurred or estimated
net realizable value based upon the period ending prices of gold and silver.
Material that does not contain a minimum quantity of gold and silver to cover
estimated processing expense to recover the contained gold and silver is not
classified as inventory and is assigned no value. All inventories are stated at
the lower of cost or market, with cost being determined using the first-in,
first-out and weighted average cost methods. Concentrate and dore inventory
includes product at the mine site and product held by refineries and are also
valued at lower of cost or market.

     Property, Plant, and Equipment: Expenditures for new facilities, new assets
or expenditures that extend the useful lives of existing facilities are
capitalized and depreciated using the straight-line method at rates sufficient
to depreciate such costs over the shorter of estimated productive lives of such
facilities or the useful life of the individual assets. Productive lives range
from 7 to 31 years for buildings and improvements, 3 to 13 years for machinery
and equipment and 3 to 7 years for furniture and fixtures. Certain mining
equipment is depreciated using the units-of-production method based upon
estimated total proven and probable reserves. Maintenance and repairs are
expensed as incurred.

                                      F-10


     Operational Mining Properties and Mine Development: Mineral exploration
costs are expensed as incurred. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property including costs
to further delineate the ore body and remove over burden to initially expose the
ore body, are capitalized. Such costs are amortized using the
units-of-production method over the estimated life of the ore body based on
proven and probable reserves. Significant payments related to the acquisition of
the land and mineral rights are capitalized as incurred. Prior to acquiring such
land or mineral rights the Company generally makes a preliminary evaluation to
determine that the property has significant potential to develop an economic ore
body. The time between initial acquisition and full evaluation of a property's
potential is variable and is determined by many factors including: location
relative to existing infrastructure, the property's stage of development,
geological controls and metal prices. If a mineable ore body is discovered, such
costs are amortized when production begins using the units-of-production method
based on proven and probable reserves. If no mineable ore body is discovered,
such costs are expensed in the period in which it is determined the property has
no future economic value. Interest expense allocable to the cost of developing
mining properties and to construct new facilities is capitalized until assets
are ready for their intended use. Gains or losses from sales or retirements of
assets are included in other income or expense.

     Asset Impairment: Management reviews and evaluates its long-lived assets
for impairment when events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company utilizes the methodology
set forth in Statement of Financial Accounting Standard ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to evaluate
the recoverability of capitalized mineral property costs. An impairment is
considered to exist if total estimated future cash flows or probability-weighted
cash flows on an undiscounted basis, is less than the carrying amount of the
assets, including property plant and equipment, mineral property, development
property, and any deferred costs such as deferred stripping. An impairment loss
is measured and recorded based on discounted estimated future cash flows or the
application of an expected present value technique to estimate fair value in the
absence of a market price. Future cash flows include estimates of proven and
probable recoverable ounces, gold and silver prices (considering current and
historical prices, price trends and related factors), production levels, capital
and reclamation costs, all based on detailed engineering life-of-mine plans.
Assumptions underlying future cash flow estimates are subject to risks and
uncertainties. Any differences between significant assumptions and market
conditions and/or the Company's performance could have a material effect on the
Company's financial position and results of operations. In estimating future
cash flows, assets are grouped at the lowest level for which there are
identifiable cash flows that are largely independent of cash flows from other
groups. Generally, in estimating future cash flows, all assets are grouped at a
particular mine for which there is identifiable cash flow.

     Restricted Investments: The Company, under the terms of its lease, self
insurance, and bonding agreements with certain banks, lending institutions and
regulatory agencies, is required to collateralize certain portions of the
Company's obligations. The Company has collateralized these obligations by
assigning certificates of deposit that have maturity dates ranging from three
months to a year, to the respective institutions or agency. At December 31, 2002
and December 31, 2001, the Company had certificates of deposit under these
agreements of $13.1 million and $11.2 million, respectively, restricted for this
purpose. The ultimate timing for the release of the collateralized amounts is
dependent on the timing and closure of each mine. In order to release the
collateral, the Company must seek approval from certain government agencies
responsible for monitoring the mine closure status. Collateral could also be
released to the extent the Company was able to secure alternative financial
assurance satisfactory to the regulatory agencies. The Company believes there is
a reasonable probability that the collateral will remain in place beyond a
twelve-month period and has therefore classified these investments as long-term.

     Deferred Stripping Costs: Deferred stripping costs are unique to the mining
industry and are determined based on the Company's estimates for the life of
mine strip ratio for each mine. These costs are capitalized in periods when the
life of mine ratio is below the current mining strip ratio, and amortized during
periods where the

                                      F-11


life of mine strip ratio is above the current strip ratio. The Rochester mine is
the only mine that has previously capitalized deferred stripping costs. The life
of mine strip ratio that was used to accumulate the deferred stripping amounts
was 1.8 to 1 (waste to ore) and was based on the estimated average stripping
ratio for the life of the mine, compared to the then current ratio of 2.2 to 1
(waste to ore). The deferred stripping costs have been amortized as waste and
ore have been removed from the Rochester mine pit. At present the remaining life
of mine plan estimates the future stripping ratio as 1.1 to 1 (waste to ore),
and the remaining costs will be amortized over the remaining life of the mine.
At December 31, 2002 and December 31, 2001 the carrying amount of the deferred
stripping costs were $1.5 million and $1.7 million, respectively, and are
included in other assets in the accompanying balance sheet. No additional
deferred stripping costs were capitalized during the periods presented. Based on
current reserves and current production levels complete amortization should
occur in less than four years. The amounts that were amortized for the years
ended December 31, 2002, 2001 and 2000 were $0.2 million, $0.4 million and $2.6
million, respectively.

     Reclamation and Remediation Costs: Estimated future costs are based
principally on legal and regulatory requirements. Such costs related to active
mines are accrued and charged over the expected operating lives of the mines
using the units-of-production method. Future remediation costs for inactive
mines are accrued based on management's best estimate at the end of each period
of the undiscounted costs expected to be incurred at the site. Such cost
estimates include, where applicable, ongoing care and maintenance and monitoring
costs. Changes in estimates are reflected in earnings in the period an estimate
is revised.

     Foreign Currency: Substantially all assets and liabilities of foreign
subsidiaries are translated at exchange rates in effect at the end of each
period. Revenues and expenses are translated at the average exchange rate for
the period. Foreign currency transaction gains and losses are included in the
determination of net income.

     Financial Instruments: The Company uses derivative financial instruments as
part of an overall risk-management strategy. These instruments are used as a
means of hedging exposure to precious metals prices and foreign currency
exchange rates. The Company does not hold or issue derivative financial
instruments for trading purposes. If the Company enters into derivatives that
qualify for hedge accounting, deferral accounting is applied only if the
derivatives continue to reduce the price risk associated with the underlying
hedged production. Written options do not qualify for hedge accounting and are
marked to market each reporting period with corresponding changes in fair value
recorded to operations as other income.

     The Company uses forward sales contracts and combinations of put and call
options to fix a portion of its exposure to precious metals prices. The
underlying production for forward sales contracts is designated for physical
delivery at the inception of the contract. Contracted prices on forward sales
contracts are recognized in product sales as the designated production is
delivered or sold. In the event of early settlement of forward contracts, gains
and losses are deferred and recognized in income at the originally designated
delivery date.

     The Company uses foreign currency contracts to hedge its exposure to
movements in the foreign currency translation amounts for anticipated
transactions in Chilean pesos. These contracts are marked-to-market to Other
Comprehensive Loss each reporting period.

     Income Taxes: The Company computes income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes." SFAS No. 109 requires an asset and liability
approach which results in the recognition of deferred tax liabilities and assets
for the expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of those assets and liabilities, as well as
operating loss and tax credit carryforwards, using enacted tax rates in effect
in the years in which the differences are expected to reverse.

     Comprehensive Loss: In addition to net loss, comprehensive income includes
all changes in equity during a period, except those resulting from investments
by and distributions to owners. Items of comprehensive income include the
following:

                                      F-12





                                                              2002            2001            2000
                                                         ----------------------------------------------
                                                                                   
     Unrealized loss on marketable securities               $   (297)       $    821        $   (297)
         Change in fair value of derivative hedging, net
         of settlement                                           (10)              -               -
     Excess additional pension liability on
         unrecorded service cost                              (1,163)              -               -
                                                         ----------------------------------------------
     Comprehensive gain (loss)                              $ (1,470)       $     821       $   (297)
                                                         ==============================================



     Loss Per Share: Loss per share is computed by dividing the net loss
attributable to common stock by the weighted average number of common shares
outstanding during each period. All stock options outstanding at each period end
have been excluded from the weighted average share calculation. The effect of
potentially dilutive stock options outstanding was antidilutive in years ending
December 31, 2002, 2001 and 2000.

     Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires the Company's management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

     Reclassifications: Certain reclassifications of prior year balances have
been made to conform to current year presentation. The Company has reclassified
restricted investments to long-term restricted investments and a portion of ore
on leach pad to non-current ore on leach pad in the December 31, 2001 balance
sheet to conform to the December 31, 2002 balance sheet.

     Recent Accounting Pronouncements: In June 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which addresses, among other things, the financial accounting and
reporting for goodwill subsequent to an acquisition. The new standard eliminates
the requirement to amortize acquired goodwill; instead, such goodwill is to be
reviewed at least annually for impairment. The Company adopted SFAS No. 142
effective January 1, 2002 with no impact.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires entities to record the fair value
of liabilities for retirement obligations of acquired assets. SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002. The Company will adopt
SFAS No. 143 on January 1, 2003. Based on current estimates, the Company expects
to record asset retirement obligations of approximately $3.3 million (using a
7.5% discount rate) and a cumulative effect of a change in accounting principle
on prior years in the range of $4.0 million to $6.0 million net of tax effects
related to the depreciation and accretion expense that would have been reported
had the fair value of the asset retirement obligation, and corresponding
increase in the carrying amount of the related long-lived asset, been recorded
when incurred.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and amends APB Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of a Disposal of a Segment of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS
No. 144 retains the basic framework of SFAS No. 121, resolves certain
implementation issues of SFAS No. 121, extends applicability to discontinued
operations, and broadens the presentation of discontinued operations to include
a component of an entity. The Company adopted SFAS No. 144 on January 1, 2002.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections."
Prior to the adoption of the provisions of

                                      F-13


SFAS No. 145, generally accepted accounting principles ("GAAP") required gains
or losses on the early extinguishment of debt be classified in a company's
periodic consolidated statements of operations as extraordinary gains or losses,
net of associated income taxes, below the determination of income or loss from
continuing operations. SFAS No. 145 changes GAAP to require, except in the case
of events or transactions of a highly unusual and infrequent nature, gains or
losses from the early extinguishment of debt be classified as components of a
company's income or loss from continuing operations. The Company adopted the
provisions of SFAS No. 145 on January 1, 2002.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value only when the liability is incurred. SFAS
No. 146 is effective for exit or disposal activities that are initiated after
December 31, 2002. The adoption of SFAS No. 146 is not expected to have an
effect on the Company's financial position or results of operations.

     In December, 2002 the FASB issued SFAS No. 148, "Accounting for Stock-based
Compensation-Transition and Disclosure." SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation" to provide alternative methods of
transition for a voluntary change to the fair-value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on the
reported results. At December 31, 2002, the Company has one stock-based employee
compensation plan, which is described more fully in Note M. The Company accounts
for this plan under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of the grant. The following
table illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.



                                                                       Years Ended December 31,
                                                                  2002            2001          2000
                                                                  ----            ----          ----
                                                                                    
Net loss attributable to Common shareholders                    $(81,208)       $(3,067)     $(49,993)
Unaudited net loss pro forma                                    $(81,248)       $(3,350)     $(50,321)
Basic and diluted net loss per share as reported                  $(1.04)       $ (0.07)       $(1.41)
Unaudited basic and diluted net loss per share pro forma          $(1.04)       $ (0.08)       $(1.42)


     The provisions of SFAS 148 will not have a material impact on the Company,
as it does not plan to adopt the fair-value method of accounting for stock
options at the current time. We have included the required disclosures in Note M
to the Consolidated Financial Statements.

     In November, 2002 the FASB issued Financial Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others - an interpretation of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34" (FIN
45). FIN 45 elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The initial recognition and
initial measurement provisions of FIN 45 are applicable on a prospective basis
to guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements are effective for
financial statements of interim or annual periods ending after

                                      F-14


December 15, 2002. The adoption of FIN 45 is not expected to have an effect on
the Company's financial position or results of operations.

     In January 2003, the FASB issued Financial Interpretation No. 46,
"Consolidation of Variable Interest Entities - an interpretation of ARB No. 51"
(FIN 46). FIN 46 is an interpretation of Accounting Research Bulletin 51,
"Consolidated Financial Statements", and addresses consolidation by business
enterprises of variable interest entities (VIE's). The primary objective of the
Interpretation is to provide guidance on the identification of, and financial
reporting for, entities over which control is achieved through means other than
voting rights; such entities are known as VIE's. FIN 46 requires an enterprise
to consolidate a VIE if that enterprise has a variable interest that will absorb
a majority of the entity's expected losses if they occur, receive a majority of
the entity's expected residual returns if they occur, or both. An enterprise
shall consider the rights and obligations conveyed by its variable interests in
making this determination. This guidance applies immediately to variable
interest entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that date. It applies
in the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. At this time, the Company does not have a
VIE.

NOTE C-- Restatement of Prior Period Amounts

The Company has made corrections to amounts presented in prior year financial
statements to present separately the portion of the amount attributable to ore
on leach pad that represents a long-term asset and to correct the classification
of restricted investments from current assets to long-term. The amount
previously reported as current inventory has been reduced by $12.4 million in
2001 and reclassified to long-term ore on leach pad. The entire restricted
investments balance of $11.2 million has been reclassified to long-term in 2001.
The effect of these corrections reduced previously reported current assets of
$81.6 million by $23.6 million from $81.6 million to $58.0 million and increased
long-term assets by the same amount. The correction had no impact on previously
reported results of operations, earnings per share, total assets and
liabilities, or shareholders' equity.

NOTE D--LIQUIDITY

     The Company's working capital was approximately $6.6 million and cash and
cash equivalents and short-term investments totaled approximately $9.6 million
at December 31, 2002. In February, 2003, the Company completed the private
placement of $37.2 million of Senior Convertible Notes due in 2007, which
resulted in net proceeds of $33.8 million.

     During the year, the Company exchanged $13.7 million, $11.1 million, and
$3.0 million principal amount of its 6%, 6 3/8% and 7 1/4% Debentures and
related interest, respectively, for approximately 25.3 million shares of common
stock. Additionally, the holders of approximately $28.8 million principal amount
of Series I 13 3/8% Notes and $21.5 million principal amount of Series II 13
3/8% Notes converted their notes and related interest into 26.3 million and 18.8
million shares of common stock, respectively. In total, the Company reduced its
outstanding convertible debt balance by approximately $66.0 million from $145.5
million at December 31, 2001 to $79.5 million at December 31, 2002.

     Subsequent to year-end, an additional $2.8 million of 13 3/8% Notes have
been converted into common stock and $26.9 million of 6 3/8% Debentures have
been exchanged for common stock. Further, the 9% Senior Convertible Note
agreement, entered into in February, 2003, requires a $22.4 million payment from
the proceeds of the 6 3/8% Debentures in April, 2003, a significant further
reduction in its near term convertible debt balance. Management of the Company
expects that debt to equity conversions and exchanges will continue through
2003, further reducing these balances. In addition, operating results and cash
flow during the past several months at its Cerro Bayo mine have exceeded cash
forecasts, a trend that management believes will continue through the

                                      F-15


remainder of the year. Management believes that cash on hand and operating cash
flow will be sufficient to fund its operating requirements and continuing debt
obligations through March 2004. However, if management's production forecasts
are not achieved, additional funding will be required. If necessary, management
believes that it could issue additional equity or debt securities, although
there can be no assurance that such funding would be available.

NOTE E--BUSINESS ACQUISITIONS

     On April 2, 2002, the Company completed the acquisition of Compania Minera
Polimet S.A. ("Polimet") from Yamana Resources Inc. ("Yamana") for $2.5 million
in cash. The acquisition of Polimet has been accounted for under the purchase
method of accounting in accordance with SFAS No. 141. The carrying values of
assets and liabilities have been estimated to approximate fair market value.
Polimet owns 100% of the Martha Mine and an exploration land package consisting
of approximately 202,000 acres located in the western portion of the Santa Cruz
Province, Argentina. The results of operations of Polimet have been included in
the Company's financial statements for the time period after the date of
acquisition, April 2, 2002. Coeur also acquired warrants to purchase 10.0
million common shares of Yamana for an additional $600,000. The Company
purchased 5.0 million shares in May 2002, and 2.5 million shares in September
2002, and 2.5 million shares in December 2002.

         Total purchase price of $2.5 million was allocated as follows:

         Current assets                                 $ 0.6
         Property, plant and equipment                  $ 0.4
         Mineral properties                             $ 1.6
         Liabilities                                    $(0.1)
                                                        -----
         Total                                          $ 2.5
                                                        =====

NOTE F--SHORT-TERM INVESTMENTS, RESTRICTED INVESTMENTS AND MARKETABLE SECURITIES

     The Company classifies its investment securities as available-for-sale
securities. Pursuant to Statement of Financial Accounting Standards No. 115
(SFAS 115), such securities are measured at fair market value in the financial
statements with unrealized gains or losses recorded in other comprehensive
income. At the time securities are sold or otherwise disposed of, gains or
losses are included in earnings. The following is a summary of
available-for-sale securities:



                                                                            Available-For-Sale Securities
                                                     ----------------------------------------------------------------------------
                                                                              Gross              Gross            Estimated
                                                                            Unrealized         Unrealized            Fair
                                                            Cost              Losses             Gains              Value
                                                     ----------------------------------------------------------------------------
                 As of December 31, 2002
                 -----------------------
                                                                                                            
      U.S. Corporate debt securities                          $ 13,408             $    -             $    -            $ 13,408
      Equity Securities                                            782                  4                355               1,133
                                                     ------------------ ------------------ ------------------ -------------------
                                                              $ 14,190             $    4             $  355            $ 14,541
                                                     ================== ================== ================== ===================
                 As of December 31, 2001
                 -----------------------
      U.S. Corporate debt securities                          $ 12,319             $    -             $    -            $ 12,319
      Equity Securities                                          1,699                173                822               2,348
                                                     ------------------ ------------------ ------------------ -------------------
                                                              $ 14,018             $  173             $  822            $ 14,667
                                                     ================== ================== ================== ===================
                 As of December 31, 2000
                 -----------------------
      U.S. Corporate debt securities                          $ 15,529             $    -             $    -            $ 15,529
      Equity Securities                                          3,000                174                  2               2,828
                                                     ------------------ ------------------ ------------------ -------------------
                                                              $ 18,529             $  174             $    2            $ 18,357
                                                     ================== ================== ================== ===================


                                      F-16


     The gross realized gains on sales of available-for-sale securities totaled
$1.1 million during 2002, and nil for 2001 and 2000, respectively. The gross
realized losses totaled $0.2 million, $0.4 million, and $2.5 million during
2002, 2001 and 2000 respectively. The gross realized gains and losses are based
on a carrying value (cost net of discount or premium) of $1.5 million, $4.8
million and $17.2 million of short-term investments sold or adjusted for other
than temporary decline in market value during 2002, 2001 and 2000, respectively.
Short-term investments mature at various dates through December 2003.

NOTE G-- ORE ON LEACH PADS

         Ore on leach pad consists of the following:

                                                        December 31,
                                                     2002             2001
                                                     ----             ----
Ore on leach pad - Current                          $11,082          $26,096
Ore on leach pad - Non-current                       15,474           15,079
                                                    -------          -------
         Total ore on leach pads                    $26,556          $41,175
                                                    =======          =======

NOTE H--METAL AND OTHER INVENTORIES

Inventories consist of the following:

                                                         December 31,
                                                    2002              2001
                                                    ----              ----

In-process stockpile ore                          $     -            $1,344
Concentrate and dore inventory                     10,189             1,567
Supplies                                            4,657             4,925
                                                  -------            ------
         Metal and other inventory                $14,846            $7,836
                                                  =======            ======

NOTE I--PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consists of the following:

                                                         December 31,
                                                    2002              2001
                                                    ----              ----
Land                                               $1,407            $1,977
Building Improvements                              36,798            41,582
Machinery and equipment                            37,989            55,537
                                                  -------           -------
                                                   76,194            99,096
Accumulated depreciation                          (49,531)          (63,017)
                                                  -------           -------
                                                  $26,663           $36,079
                                                  =======           =======

     The Company has entered into various operating lease agreements which
expire over a period of five years. Total rent expense charged to operations
under these agreements was $3.7 million, $3.2 million and $4.7 million for 2002,
2001, 2000, respectively.

     Minimum future lease payments under these operating leases at December 31,
2002 are as follows:

            Year Ending
           December 31,
           ------------
               2003                $3,246
               2004                 1,634
               2005                   447
            thereafter                  -
                                   ------
                                   $5,327
                                   ======

                                      F-17




NOTE J -- MINING PROPERTIES
                                                                   December 31,
                                                                 2002         2001
                                                                 ----         ----
Capitalized costs for mining properties, net of
 accumulated depletion consist of the following:
   Operational mining properties:
                                                                     
       Rochester Mine                                         $12,033      $13,944
       Galena Mine                                                  -       16,145
       Cerro Bayo Mine                                          7,504        5,364
       Martha Mine                                                779            -
                                                              -------      -------
           TOTAL OPERATIONAL MINING PROPERTIES                 20,316       35,453

   Non-producing and developmental properties:
       Kensington                                              24,979       24,983
       San Bartolome                                           18,825       18,825
       Other                                                    3,150        2,877
                                                              -------      -------
       TOTAL NON-PRODUCING AND DEVELOPMENTAL PROPERTIES        46,954       46,685
                                                              -------      -------
                 TOTAL PROPERTIES                             $67,270      $82,138
                                                              -------      -------


     During 2002, the Company determined that its carrying amount for the Coeur
Silver Valley Galena Mine was impaired. As a result, the Company recorded an
impairment loss of $19.0 million. Similarly in 2001, the Company determined that
its carrying amount for Kensington development property was impaired and
recorded an impairment loss of $6.1 million.

Operational Mining Properties

     The Rochester Mine: The Company has conducted operations at the Rochester
Mine, located in Western Nevada, since September 1986. The mine utilizes the
heap-leaching process to extract both silver and gold from ore mined using open
pit methods. Rochester's primary product is silver with gold produced as a
by-product.

     The insurance company that issued the surety bond required under Nevada law
to cover our estimated $21.8 million of future mine closure reclamation costs
relating to the Rochester Mine filed for liquidation in the first quarter of
2001. We have made alternative bonding arrangements to provide adequate
financial assurance to the State of Nevada to ensure our continued compliance
with our reclamation liability obligation. Under the settlement agreement, the
outstanding reclamation obligation existing at July 2001 will be provided for
through a surety bond and a trust account. The trust account includes an initial
cash deposit of $9.0 million combined with ongoing cash payments equal to $0.30
per ounce for each silver equivalent ounce produced, bringing the balance to
$12.0 million at December 31, 2002. In addition, the reclamation surety
requirements incurred after July 2001 is supported by the cash payments and by
the Nevada State Bond Pool.

     Galena Mine: Coeur Silver Valley owns and operates the Galena underground
silver-copper mine, located near the city of Wallace, in Northern Idaho. On
September 9, 1999, the Company acquired the remaining 50% of Coeur Silver Valley
resulting in 100% ownership for the Company. The mine utilizes the cut and fill
mining method with sand backfill to extract ore from the high grade
silver-copper vein deposits that constitute the majority of the ore reserves.

     Cerro Bayo Mine: The Cerro Bayo Mine is a gold and silver open pit and
underground mine located in southern Chile. Commercial production commenced on
April 18, 2002, approximately one month ahead of schedule.

     Martha Mine: The Martha Mine is an underground silver mine located in
Argentina, approximately 270 miles southeast of Coeur's Cerro Bayo mine. Coeur
acquired 100% interest in the Martha mine in April 2002. In

                                      F-18


July 2002, Coeur commenced shipment of Martha' ore from the Martha mine to the
Cerro Bayo mine for processing.

Non-Producing and Developmental Properties

     San Bartolome Project: On September 9, 1999, the Company acquired Empressa
Minera Manquiri ("Manquiri"). Manquiri's principal asset is the San Bartolome
project, a silver exploration and development property located near the city of
Potosi, Bolivia. The San Bartolome project consists of silver-bearing gravel
deposits which lend themselves to simple surface mining methods. The mineral
rights for the San Bartolome project are held through long-term joint
venture/lease agreements with several local independent mining co-operatives and
the Bolivian State owned mining company, ("COMIBOL"). As consideration for these
JV/leases, production from San Bartolome is subject to a royalty of 4% payable
to the co-operatives and COMIBOL. The Company plans to complete the feasibility
study, do additional exploration and acquire additional mining rights in 2003.

     Kensington Project: Kensington is a gold property located near Juneau,
Alaska, which has been permitted for development based on a feasibility study
which was completed in early 1998. During 2003, the Company plans to continue
alternative permitting efforts and site maintenance. The Company may seek a
joint venture partner to assist with the development of the Kensington property.

Former Operational Mines

     Petorca Mine: In August 2001, the Company shut down its Petorca mine and
placed it for sale. In August 2002, the Company sold its 100% interest in the
Petorca mine for $0.3 million cash. The purchaser was the previous owner. As a
result of the transaction, the Company recorded a $1.4 million gain.

NOTE K-- LONG-TERM DEBT

Debt Reduction Program

     The Company has been in the process of reducing its outstanding debt with
equity conversions. In connection therewith, in September 2002, the EITF issued
02-15, "Determining Whether Certain Conversions of Convertible Debt to Equity
Securities Are within the Scope of FASB Statement No. 84". SFAS No. 84 requires
a non-cash charge to earnings for the implied value of an inducement to convert
convertible debt to common equity securities of the issuer. SFAS No. 84 is not
applicable, however, if the conversion of convertible debt is in accordance with
the original terms of the debenture. The Company applied the accounting
prospectively for those convertible debt for equity exchanges completed after
September 11, 2002, the date of the EITF's consensus.

     In the fourth quarter of 2002, the Company purchased $10.3 million and $2.7
million aggregate principal amount of its 6 3/8% and 7 1/4% Convertible
Subordinated Debentures, respectively. The Company issued approximately 8.7
million shares of its common stock with a market value of approximately $17.2
million. The value of securities issuable pursuant to original conversion
privileges was approximately $1.1 million. Therefore, an induced debt conversion
expense of $16.1 million was recorded and is included in the loss on early
retirement of debt in the consolidated statement of operations for the year
December 31, 2002.

     The Company also purchased $13.7 million, $0.8 million and $0.3 million
aggregate principal amount of its 6%, 6 3/8%, and 7 1/4% Convertible
Subordinated Debentures during the first half of 2002. The Company issued
approximately 15.7 million shares of its common stock with a market value of
approximately $17.7 million in exchange for these debentures. Transactions
completed prior to September 11, 2002 were accounted for as extinguishments of
debt, in accordance with APB No. 26, "Early Extinguishment of Debt". The net
loss on the early extinguishment of the debt, including unamortized debt
issuance costs, was $2.9 million and was recorded

                                      F-19


as a loss on early retirement of debt in the consolidated statement of
operations for the year December 31, 2002.

Sale of Securities

     On May 31, 2002, the Company issued $21.5 million principal amount of
Series II of 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003
(the "Series II Notes") to eight institutional investors (the "investors") for
an aggregate purchase price of 16.0 million. The sale was effected without
registration under the Securities Act of 1933 (the "Act") in reliance upon
Section 4(2) thereof. The notes were issued pursuant to an Indenture, dated May
31, 2002, (the "Indenture") between the Company and the Bank of New York, as
trustee. The terms of the Series II Notes and the Indenture are substantially
similar, subject to certain contingent provisions, to the terms of the
previously issued Series I 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 and related Indenture, dated August 1, 2002, between the
Company and the Bank of New York , as trustee, relating thereto. Each of the
Investors qualified as an "accredited investor" within the meaning of Rule
501(a) under the Act.

     The Series II Notes are convertible at any time prior to their maturity on
December 31, 2003 at a conversion price of $1.35 per share, subject to
adjustment. The Company may elect to automatically convert the Series II Notes
at any time prior to maturity if the closing sale price of the Company's common
stock exceeds 200% of the conversion price for at least 20 trading days during a
30-day trading day period ending within five trading days prior to the notice of
automatic conversion. If an automatic conversion occurs prior to maturity, the
Company will make a payment to holders in cash or, at the Company's option, in
common stock, equal to $211.77 for each $1,000 principal amount of notes, less
any interest actually paid prior to automatic conversion. If paid in common
stock, the shares of common stock will be valued at 90% of the average of the
closing price of the Company's Common Stock for the five trading days
immediately preceding the second trading day prior to the automatic conversion
date. If holders elect to convert their Series II Notes prior to maturity and
prior to notice of automatic conversion, they will have the right to receive a
payment upon conversion equal to $211.77 for each $1,000 principal amount of
notes, less interest actually paid, payable in cash or in Common Stock at the
Company's option. If paid in common stock, the shares will be valued at 90% of
the average of the closing price of the Company's Common Stock for the five
trading days immediately preceding the second trading day prior to the voluntary
conversion date, subject to a minimum valuation equal to the conversion price.

     Of the approximate $13.5 million of proceeds, net of offering costs, from
the sale of the Series II Notes, the Company used approximately $10.0 million to
pay the entire $9.4 million principal amount of the Company's 6% Convertible
Subordinated Debentures due 2002 when they matured on June 10, 2002, plus
accrued interest thereon. The remaining balance was used for general corporate
purposes. As a result of these transactions, the Company was able to reduce the
outstanding convertible debt by $66.0 million to $79.5 million at December 31,
2002 from $145.5 million at December 31, 2001.

Exchange Offer

     On June 29, 2001, the Company commenced an offer of its Series I 13 3/8%
Senior Convertible Subordinated Notes due 2003 ("Series I 13 3/8 Notes") in
exchange for its outstanding 6%, 6 3/8% and 7 1/4% Debentures. The Company
offered $1,000 principal amount of Series I 13 3/8% Notes for each $2,000
principal amount of 6 3/8% and 7 1/4% Debentures, and $1,000 principal amount of
13 3/8% Notes in exchange for each $1,000 principal amount of 6% Debentures. On
July 30, 2001, the Company completed an exchange offer. The principal amounts of
Debentures validly tendered and accepted for exchange were as follows: $54.5
million of the 7 1/4% Debentures, $26.6 million of the 6 3/8% Debentures and
$2.0 million of the 6% Debentures.

     As a result of the exchange offer, the Company issued on August 1, 2001,
$42.6 million principal amount of its 13 3/8% Notes in exchange for the
outstanding 7 1/4% Debentures, 6 3/8% Debentures and 6% Debentures which were
tendered and accepted in the exchange offer.

                                      F-20


     In addition, the Company also offered for sale to holders of Coeur's
outstanding Debentures who participated in the exchange offer the right to
purchase for cash additional 13 3/8% Notes (the "Cash Offer"). The Company sold
$25,000 principal amount of 13 3/8% Notes in the Cash Offer.

     Net of offering costs, the exchange offer reduced Coeur's outstanding
long-term debt by approximately $39.9 million and increased shareholders' equity
by approximately $38.6 million.

     In 2001, as a result of the exchange offer the Company recorded a $39.2
million gain on early retirement of debt. Subsequent to the exchange offer, $1.8
million of the 13 3/8% Notes were converted into approximately 1.7 million
shares of common stock.

Additional Exchanges

     In three privately negotiated transactions completed in the second quarter
of 2001, the Company exchanged, in aggregate, $11.0 million principal amount of
its outstanding 7 1/4% Debentures due 2005 for 4.3 million shares of the
Company's common stock. As a result of the transactions, the Company recorded a
gain on the early retirement of debt in the second quarter ending June 30, 2001
of approximately $5.8 million.

     In the first quarter of 2001, the Company repurchased $5.0 million
principal amount of its outstanding 7 1/4% Debentures due 2005 in exchange for
1.8 million shares of the Company's common stock. As a result of the repurchase,
the Company recorded a gain on early retirement of debt of approximately $3.0
million during the first quarter of 2001 on the reduction of its indebtedness.

     The share price used as consideration in all of these transactions was
based upon market prices at the time of each respective transaction.


                                      F-21



Debt-for-Equity Exchanges

     The following table sets forth debt-for-equity exchanges for each year in
millions:



                                                                                                       Gain/(Loss)
                                                                                         Discount      on Early
                                                 Common      Principal     Interest    and Offering    Retirement
2002                                             Shares        Amount       Expense        Costs         of Debt
----                                             ------        ------       -------        -----         -------
Converted
---------
                                                                                        
13.375% Notes Series I due 2003                    21.2         $28.8         $   -       $ (1.30)        $    -
Interest                                            5.1                         7.9             -              -
13.375% Notes Series II due 2003                   15.9          21.5             -         (6.04)             -
Interest                                            2.9                         4.5             -              -
Exchanged
---------
6% Debentures exchanged June 2002                  14.4          13.7             -         (0.03)          (2.9)
6.375% Debentures due 2004                          7.9          11.1             -         (0.06)         (12.9)
Interest                                            0.7             -           1.0                            -
7.25% Debentures due 2005                           2.1           3.0                       (0.04)          (3.3)

Interest                                            0.2             -           0.2             -              -
                                                 ------        ------         -----       -------         ------
         TOTAL                                     70.4        $ 78.1         $13.6       $ (7.46)        $(19.1)
                                                 ======        ======         =====       =======         ======

2001
----
Converted
---------
13.375% Notes Series I due 2003                  $  1.3        $  1.8         $   -       $ (0.43)        $    -
Interest                                            3.8             -           2.9              -             -
Exchanged
---------
7.25% Debentures due 2005                           6.1          16.0             -         (0.27)           9.0
                                                 ------        ------         -----       -------         ------
         TOTAL                                   $ 11.2        $ 17.8         $ 2.9       $ (0.70)        $  9.0
                                                 ======        ======         =====       =======         ======



There were no conversions or exchanges in 2000.


Purchases of Debentures



     The following table sets forth cash purchases of debentures each year in millions:

                                           Principal         Purchase           Offering          Gain on Early
      2002:                                 Amount            Amount              Cost          Retirement of Debt
                                            ------            ------              ----          ------------------
                                                                                         
      6% Debentures                         $ 9.4             $ 9.4              ($.03)                  -

      2001:
      None                                      -                 -                  -                   -

      2000:
      6% Debentures                         $ 9.1             $ 6.4             $(.060)              $ 1.8
      6 3/8% Debentures                        .6                .2              (.008)                 .4
      7 1/4% Debentures                      22.0               7.5              (.600)               13.9
                                            -----             -----             ------               -----
          Total                             $31.7             $14.1             $(.668)              $16.1
                                            =====             =====             ======               =====



                                      F-22


13 3/8% Notes - Series I

     The $12.7 million principal amount of 13 3/8% Notes Due 2003 outstanding at
December 31, 2002 are convertible into shares of common stock at the option of
the holder prior to maturity, unless previously redeemed, at a conversion price
of $1.35 per share, subject to adjustment. The Company may elect to
automatically convert the Notes during the first two years after issuance if the
closing price of the common stock exceeds 200% of the conversion price for at
least 20 trading days during a 30-day period ending with five trading days prior
to the notice of automatic conversion. During the year, $28.7 million principal
amount of these debentures were voluntarily converted to common stock as shown
on the debt-for-equity table.

13 3/8% Notes - Series II

     In May 2002, the Company issued $21.5 million principal amounts of Series
II 13 3/8% Convertible Senior Subordinated Notes ("Senior II Notes") due
December 2003 for proceeds of approximately $13.5 million, net of discount of
$5.5 million and offering costs of approximately $2.5 million. Proceeds from
this transaction were used to retire the outstanding $9.4 million of 6%
Convertible Subordinated Debentures that were due on June 10, 2002. During the
third and fourth quarters of the year, the entire balance of $21.5 million
principal amount of these Notes were voluntarily converted into common stock as
shown on the debt for equity table.

6 3/8% Debentures

     The $55.1 million principal amount of 6 3/8% Debentures due 2004
outstanding at December 31, 2002, are convertible into shares of common stock at
the option of the holder on or before January 31, 2004, unless previously
redeemed, at a conversion price of $25.77 per share. A total of $11.1 million
principal amount of these Debentures were voluntarily exchanged into common
shares during the year. The Company is required to make semi-annual interest
payments. The Debentures are redeemable at the option of the Company. The
Debentures have no other funding requirements until maturity on January 31,
2004.

7 1/4% Debentures

     The $11.7 million principal amount of 7 1/4% Debentures due 2005
outstanding at December 31, 2002 are convertible into shares of common stock at
the option of the holder on or before October 31, 2005, unless previously
redeemed, at a conversion price of $17.45 per share, subject to adjustment in
certain events. Holders of $3.0 million face value of these debentures
voluntarily exchanged into common shares during the year. The Company is
required to make semi-annual interest payments. The Debentures are redeemable at
the option of the Company on or after October, 31, 2000, and have no other
funding requirements until maturity on January 31, 2005.

     The carrying amounts and fair values of long-term borrowings, as of
December 31, 2002 and 2001, consisted of the following. The fair value of the
long-term borrowing is determined by market transactions on or near December 31,
2002 and 2001, respectively.



                                          December 31, 2002        December 31, 2001
                                       ------------------------ ------------------------
             Convertible                Carrying       Fair      Carrying      Fair
             Debentures                   Value       Value       Value        Value
             ----------                   -----       -----       -----        -----
                                                                     
6% Debentures due 2002                         -           -     $23,171      $14,366
13 3/8% Notes  Series I due 2003         $12,735     $19,612     $41,399      $29,082
6 3/8% Debentures due 2004               $55,132     $55,132     $66,270      $23,360
7 1/4% Debentures due 2005               $11,665    $ 10,965     $14,650       $4,835



     Total interest expense on Debentures and Notes for the year ended December
31, 2002, 2001, and 2000 was $21.9 million, $14.6 million, and $17.0 million,
respectively.

                                      F-23


     Interest paid was $19.2 million, of which $13.5 million was paid in stock,
$16.2 million and $16.5 million in 2002, 2001, and 2000, respectively.

     Building Loan

     The Company has secured a 10-year loan for $1.3 million at an interest rate
of 10% for the Corporate Office Building utilizing the building as collateral
for the loan.

NOTE L -- INCOME TAXES

     The components of the provision for income taxes in the consolidated
statements of operations are as follows:

                                              Years Ended December 31
                                           2002       2001         2000
                                           ----       ----         ----
Current                                    $  -       $  6         $(348)
Deferred                                      -          -             -
                                           ----       ----         -----
Benefit (provision) for income tax         $  -       $  6         $(348)
                                           ----       ----         -----


     As of December 31, 2002, 2001 and 2000 the significant components of the
Company's net deferred tax liabilities were as follows:



                                                               Years Ended December 31,
                                                       -----------------------------------------
                                                           2002          2001          2000
                                                           ----          ----          ----
Deferred tax liabilities:
                                                                           
    PP&E, net                                           $   5,276     $   6,560     $   7,051
                                                        ---------     ---------     ---------
    Total deferred tax liabilities                      $   5,276     $   6,560     $   7,051
                                                        =========     =========     =========
Deferred tax assets:
    Net operating loss carryforwards                    $  88,069     $ 109,526     $ 106,836
    AMT credit carryforwards                                1,459         1,459         1,734
    Business credit carryforwards                             205           205           205
                                                        ---------     ---------     ---------
Total deferred tax assets                                  89,733       111,190       108,775
Mineral properties impairment                              59,997        66,663        64,533
Unrealized hedging losses                                       -         1,443         1,730
Other                                                       2,500         3,101         4,583
Valuation allowance for deferred  tax assets             (146,954)     (175,837)     (172,570)
                                                        ---------     ---------    ----------
Total deferred tax assets                               $   5,276     $   6,560    $    7,051
                                                        =========     =========    ==========
Net deferred tax liabilities                            $       -     $       -    $        -
                                                        =========     =========    ==========



     Changes in the valuation allowance relate primarily to net operating losses
which are not currently recognized. The Company has reviewed its net deferred
tax assets and has not recognized potential tax benefits arising therefrom
because at this time management believes it is more likely than not that the
benefits will not be realized in future years.

     For tax purposes, as of December 31, 2002, the Company has operating loss
carryforwards as shown in the table below, which expire in 2008 through 2020 for
U.S. carryforwards. Australian, Chilean and New Zealand laws provide for
indefinite carryforwards of net operating losses. During 2002, the Company, for
U.S. tax purposes, was subject to the U.S. change of ownership rule which limits
the availability of existing tax attributes including net operating losses to
shelter future taxable income. The Company estimates that the change of

                                      F-24


ownership limitation on net operating losses incurred prior to 2002 is
approximately $50.0 million. As a result, the Company will not be able to
utilize in the future approximately $100 million of the U.S. net operating
losses that existed as of December 31, 2001. Consequently, deferred tax assets
have been reduced in 2002 for this loss of net operating loss carryforwards with
a corresponding reduction in the valuation allowance.



                                              U.S.    Australia       Chile      New Zealand           Total
                                              ----    ---------       -----      -----------           -----
                                                                                     
Regular Losses                             $62,173       $2,494     $95,589         $ 91,371        $251,627
ATM credits                                  1,459            -           -                -           1,459
General business credits                       205            -           -                -             205


     The Company also concluded in 2002 that it could no longer reinvest
unremitted earnings of its non U.S. subsidiaries. Accordingly, the Company
increased its deferred tax assets related to foreign net operating losses and
increased the Company's valuation allowance associated with these deferred tax
assets.

     A reconciliation of the Company's effective income tax rate with the
federal statutory tax rate for the periods indicated is as follows:



                                                                             Years Ended December 31,
                                                                   ----------------------------------------------
                                                                             2002           2001         2000
                                                                             ----           ----         ----
                                                                                                
Tax benefit on continuing operations computed at statutory rates             35.0%          35.0%        35.0%
Tax effect of foreign affiliates'  statutory rates Percentage                   -           59.1%         7.4%
depletion
Percentage depletion                                                            -         (238.5%)      (17.9%)
Interest on foreign subsidiary debt                                             -          110.8%        11.5%
Change in valuation allowance                                               (41.5%)         16.5%        34.5%
Non-deductible interest                                                       5.3%          81.8%           -
Other (net)                                                                   1.2%           5.3%          .5%
Effective tax rate                                                            0.0%           0.0%         1.0%



NOTE M-- SHAREHOLDERS' EQUITY AND STOCK PLANS

     In 1996, the Company completed a public preferred stock offering of
Mandatory Adjustable Redeemable Convertible Securities ("MARCS"). The Company
issued 7,077,833 shares of MARCS which were offered at a public offering price
of $21.25 per share. Net proceeds to the Company from the offering was $144.6
million. On March 15, 2000, Coeur made the final dividend payment of $2.6
million and the MARCS were mandatorily converted into common shares. Each
outstanding MARCS was converted into 1.111 common shares of the Company. As a
result of the conversion, the Company issued approximately 7,863,414 million
common shares.

     On May 11, 1999, the Company's shareholders adopted a new shareholder
rights plan. The plan entitles each holder of the Company's common stock to one
right. Each right entitles the holder to purchase one one-hundredth of a share
of newly authorized Series B Junior Preferred Stock. The exercise price is $100,
making the price $10,000 per full preferred share. The rights will not be
distributed and become exercisable unless and until ten business days after a
person acquires 20% of the outstanding common shares or commences an offer that
would result in the ownership of 30% or more of the shares. Each right also
carries the right to receive upon exercise that number of Coeur common shares
which has a market value equal to two times the exercise price. Each preferred
share issued is entitled to receive 100 times the dividend declared per share of
common stock and 100 votes for each share of common stock and is entitled to 100
times the liquidation payment made per common share. The Board may elect to
redeem the rights prior to their exercisability at a price of $0.01 per right.
The new rights will expire on May 24, 2009, unless earlier redeemed or exchanged
by the Company. Any preferred shares issued are not redeemable. At December 31,
2002 and 2001, there were a total of 118,594,056 and 48,219,021 outstanding
rights, respectively, which was equal to the net number of outstanding shares of
common stock.

                                      F-25


     The Company has an Annual Incentive Plan (the "Annual Plan"), a Long-Term
Incentive Plan (the "Long-Term Plan") and a Directors' Plan (the "Directors'
Plan"). Benefits were payable in cash under the Annual Plan in 2002, 2001 and
2000.

     Under the Long-Term and Directors' Plans, benefits consist of (i)
non-qualified and incentive stock options that are exercisable at prices equal
to the fair market value of the shares on the date of grant and vest
cumulatively at an annual rate of 25% during the four-year period following the
date of grant and (ii) performance units comprised of common stock and cash, the
value of which is determined four years after the award. The first award
performance units were granted in 1994. During 2002, options for 1,052,525
shares were issued under these plans. As of December 31, 2002 and 2001,
nonqualified and incentive stock options to purchase 1,750,675 shares and
779,064 shares, respectively, were outstanding under the Long-Term Plan and the
Directors' Plans. The options are exercisable at prices ranging from $0.74 to
$19.94 per share. In September 2002, the shareholders authorized an additional
1,500,000 shares for issuance under these plans.

     The Company has a Non-Employee Directors' Stock Option Plan (the "Plan")
under which 1,200,000 shares of Common Stock are authorized for issuance. In
September 2002, the shareholders approved 500,000 shares for issuance under this
Plan. Under the Plan, options are granted only in lieu of an optionee's foregone
annual directors' fees. As of December 31, 2002, 2001 and 2000, a total of
181,060, 134,612 and 46,691 options, respectively, had been granted in lieu of
$0.1 million, $0.1 million and $0.1 million, respectively, of foregone
directors' fees.

     Total employee compensation expense charged to operations under these Plans
were $0.8 million, $0.7 million and $1.8 million for 2002, 2001, and 2000,
respectively. A summary of the Company's stock option activity and related
information for the years ended December 31, 2002, 2001 and 2000 follows:




                                                                                                         Weighted Average
                                                                                   Weighted Average       Fair value of
                                                                     Shares         Exercise Price       Options Granted
                                                                ----------------- -------------------- ---------------------
                                                                                                    
Stock options outstanding at January 1, 2000                         502,506           $11.99
Issued                                                               233,294           $ 3.52                $ 2.56
Canceled/expired                                                     (27,534)          $11.29
                                                                    --------           ------
Stock options outstanding at December 31, 2000                       708,266           $ 9.47
Issued                                                               403,473           $  .81                $ 0.81
Canceled/expired                                                   (332,645)           $14.02
                                                                    -------            ------
Stock options outstanding at December 31, 2001                       779,094           $ 2.81
Issued                                                             1,052,525           $ 1.50                $ 1.31
Canceled/expired                                                    (80,944)           $ 2.12
                                                                    -------            ------
Stock options outstanding at December 31, 2002                     1,750,675           $ 2.05



     The number of shares underlying stock options exercisable at December 31,
2002, 2001 and 2000 were, 1,650,108, 609,089 and 366,602, respectively.

                                      F-26


     The following table summarizes information for options currently
outstanding at December 31, 2002:



                                      Options Outstanding                     Options Exercisable
                                      -------------------                     -------------------
                                          Weighted
                                          Average          Weighted                        Weighted
                                         Remaining         Average                          Average
  Range of Exercise        Number       Contractual        Exercise          Number        Exercise
        Price            Outstanding    Life (Yrs.)         Price         Exercisable        Price
-------------------------------------------------------------------------------------------------------
                                                                            
$0.74 to $1.00            577,884             9.0            $ 0.80         577,884        $  0.80
$1.23 to $1.85            878,114             9.6            $ 1.64         858,027        $  1.64
$2.63 to $4.81            233,575             7.0            $ 3.66         153,895        $  3.71
$8.19 to $19.94            61,102             4.0            $13.70          61,120        $ 13.70
                           ------             ---            ------          ------        -------
                        1,750,675             7.4            $ 2.50       1,650,108        $  1.98
                        =========             ===            ======       =========        =======



     As of December 31, 2002, 2,182,917 shares were available for future grants
under these incentive Plans and 12,241,200 shares of common stock were reserved
for potential conversion of Convertible Subordinated Debentures.

     SFAS No. 123, "Accounting for Stock-Based Compensation" amended by FASB No.
148, "Accounting for Stock-Based Compensation - Transitions and Disclosure"
establishes accounting and reporting standards for stock-based employee
compensation plans and defines a fair value based method of accounting for these
equity instruments. The method measures compensation expense based on the
estimated fair value of the award and recognizes that expense over the vesting
period. The Company has adopted the disclosure only provision of SFAS No. 123
and therefore continues to account for stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." Accordingly, because options are granted at fair market value, no
compensation expense has been recognized for options issued under the Company's
stock option plans. Had compensation expense been recognized based on the fair
value at the date of the grant for the options awarded under the plans,
unaudited pro forma amounts of the Company's net loss and net loss per share
would have been as follows:



                                                                                   Years Ended December 31,
                                                                              2002           2001           2000
                                                                            --------        -------        --------
                                                                                                  
Net loss attributable to Common shareholders                                $(81,208)       $(3,067)       $(49,993)
Unaudited net loss pro forma                                                $(81,248)       $(3,350)       $(50,321)
Basic and diluted net loss per share as reported                            $  (1.04)       $ (0.07)       $  (1.41)
Unaudited basic and diluted net loss per share pro forma                    $  (1.04)       $ (0.08)       $  (1.42)



     The fair value of each option grant was estimated using the Black-Scholes
option pricing model with the following weighted average assumptions: risk free
interest rate of 4.41%, 1.3% and 6.0% for 2002, 2001 and 2000, respectively;
expected option life of 2-10 years for officers and directors; expected
volatility of 89%, 93% and 92% for 2002, 2001 and 2000, respectively, and no
expected dividends. The effect of applying SFAS No. 123 for providing unaudited
pro forma disclosures for fiscal years 2002, 2001 and 2000 is not likely to be
representative of the effects in future years because options vest over a
four-year period.

NOTE N-- EMPLOYEE BENEFIT PLANS

Defined Benefit Plan

     In connection with the acquisition of certain Asarco silver assets,
acquired in 1999, the Company is required to maintain non-contributory defined
benefit pension plans covering substantially all employees at Coeur

                                      F-27


Silver Valley. Benefits for salaried plans are based on salary and years of
service. Hourly plans are based on negotiated benefits and years of service.

     The Company's funding policy is to contribute amounts to the plans
sufficient to meet the minimum funding requirements set fourth in the Employee
Retirement Income Security Act of 1974 plus such additional tax deductible
amounts as may be advisable under the circumstances. Plan assets are invested
principally in commingled stock funds, mutual funds and securities issued by the
United States Government.

     The components of net periodic benefit costs are as follows:

                                             For the Year Ended December 31,
                                           ------------------------------------
                                              2002         2001        2000
                                           ------------------------------------
Service cost                                 $   311     $   179     $   152
Interest cost                                    290         138         107
Expected return on plan assets                  (143)       (121)        (76)
Amortization of prior service cost                56          31          31
Amortization of transitional obligation            -           -           -
Recognized actuarial loss                        210          35         (14)
                                           ------------------------------------
         Net periodic benefit cost            $  724      $  262      $  200
                                           ------------------------------------

     The change in benefit obligation and plan assets and a reconciliation of
funded status are as follows:



                                                             At December 31,
                                                       -------------------------
                                                            2002        2001
                                                       -------------------------
Change in benefit obligation
                                                                 
Projected benefit obligation at Beginning of year         $ 2,703      $ 1,350
Service cost                                                  311          179
Interest cost                                                 290          138
Plan amendments                                                 -            -
Benefits paid                                                 (94)         (56)
Actuarial loss (gain)                                       1,483        1,092
--------------------------------------------------------------------------------
Projected benefit obligation at end of year               $ 4,693      $ 2,703
================================================================================

Change in plan assets
Fair value of plan assets at Beginning of year            $ 1,644      $ 1,215
Actual return on plan assets                                 (201)        (106)
Plan amendment                                                  -            -
Employer contributions                                        901          591
Benefits paid                                                 (94)         (56)
Administrative expenses                                         -            -
--------------------------------------------------------------------------------
Fair value of plan assets at end of year                  $ 2,250      $ 1,644
================================================================================

Reconciliation of funded status
Funded status                                             $(2,443)     $(1,059)
Unrecognized actuarial gain                                 2,807        1,379
Unrecognized transition obligation                              -            -
Unrecognized prior service cost                               500          367
--------------------------------------------------------------------------------
Net amount of asset (liability) reflected in
consolidated balance sheet                                   $864        $ 687
================================================================================

Weighted average assumptions
Discount rate                                                 7.0%         7.5%
Expected long-term rate of return on plan assets              8.0%         8.5%
Rate of compensation increase                                 5.0%         5.0%
================================================================================



                                      F-28


Post Retirement Medical Benefits

     The Company's subsidiary, Coeur Silver Valley Inc., provides certain health
care benefits for retired employees and their dependents who retired before
September 9, 1999. The Company's current hourly employees of Coeur Silver Valley
Inc. are not eligible for post retirement health insurance if eligible for
retirement under the Coeur Silver Valley Retirement Plan. These benefits are
insured through outside carriers. The Company adopted Statement of Financial
Accounting Standards No. 106 - Employers' Accounting for Postretirement Benefits
Other than Pensions (SFAS 106) effective January 1, 1993 and elected to amortize
its unrecognized, unfunded accumulated postretirement benefit obligation over a
20-year period.

     The following table sets forth the actuarial present value of
postretirement medical benefit obligations and amounts recognized in the
Company's financial statements:

                                                             At December 31,
                                                        ------------------------
                                                           2002         2001
                                                         ---------------------
                                                           (in thousands)

Assumptions:
Discount rate                                              7.00%        7.00%

Change in benefit obligation
Net benefit obligation at beginning of year             $ 1,744      $ 1,768
Service cost                                                 16           14
Interest cost                                               143          118
Actuarial (gain) loss                                       403            -
Benefits paid                                              (194)        (156)
-----------------------------------------------------------------------------
Net benefit obligation at end of year                   $ 2,112      $ 1,744
=============================================================================

Assets
Assets at beginning of year                                   -            -
Benefits paid                                             (194)         (156)
Contributions                                               194          156
-----------------------------------------------------------------------------
Assets at end of year                                     $   -        $   -
=============================================================================

Funded status
Funded status at end of year                           $(2,112)      $(1,744)
Unrecognized net actuarial (gain) loss                      120         (283)
Unrecognized net transition obligation                        -            -
-----------------------------------------------------------------------------
Net amount recognized at end of year (recorded as
   accrued benefit cost in the accompanying balance
   sheet)                                              $(1,992)      $(2,027)
=============================================================================


                                      F-29


     The components of net periodic benefit costs are as follows:



                                                For the Year Ended December 31,
                                              ------------------------------------
                                                 2002         2001        2000
                                       -------------------------------------------------
                                                         (in thousands)
Assumptions:
                                            ------------------------------------
                                                                 
Discount rate                                    7.00%        7.00%       7.00%

Components of net periodic benefit cost:
Service cost                                    $  16       $   14         $24
Interest cost                                     143          118         193
Amortization of:
Transitional obligation                             -            -           -
Actuarial (gain) loss                               -          (15)         72
                                            ------------------------------------
         Net periodic pension cost              $ 159       $  117        $289
                                            ------------------------------------





Sensitivity of Retiree Welfare Results:

                                                                (in thousands)
                                                  -----------------------------
Effect of a one percentage point increase
in assumed ultimate health care cost trend

-- on total service and interest cost
      components                                                         $  9
-- on postretirement benefit obligation                                 $ 122

Effect of a one percentage point decrease
in assumed ultimate health care cost trend

--  on  total   service  and  interest  cost
      components                                                         $ (8)
--  on postretirement benefit obligation
                                                                       $ (103)


     Postretirement benefits include medical benefits for retirees and their
dependents.


Defined Contribution Plan

     The Company provides a noncontributory defined contribution retirement plan
for all eligible U.S. employees. Total plan expenses charged to operations were
$0.7 million, $0.7 million, and $0.8 million for 2002, 2001, and 2000,
respectively, which is based on a percentage of salary of qualified employees.

401(k) Plan

     The Company maintains a savings plan (which qualifies under Section 401(k)
of the U.S. Internal Revenue code) covering all eligible U.S. employees. Under
the plan, employees may elect to contribute up to 16% of their cash
compensation, subject to ERISA limitations. The Company is required to make
matching cash

                                      F-30


contributions equal to 50% of the employees' contribution or up to 3% of the
employees' compensation. Employees have the option of investing in seven
different types of investment funds. Total plan expenses charged to operations
were $0.4 million, $0.3 million and $0.4 million in 2002, 2001, and 2000,
respectively.

NOTE O-- FINANCIAL INSTRUMENTS

     The Company enters into forward foreign exchange contracts denominated in
foreign currencies. The purpose of the Company's foreign exchange hedging
program is to protect the Company from risk that the eventual dollar cash flows
will be adversely affected by changes in exchange rates. At December 31, 2002,
2001, and 2000, the Company had forward foreign exchange contracts of $5.7, $0
and $8.1 million in U.S. dollars, respectively.

     The Company enters into forward metal sales contracts to manage a portion
of its cash flows against fluctuating gold prices. As of December 31, 2002, the
Company had sold 52,000 ounces of gold for physical delivery on various dates
through 2003 and 6,000 ounces of gold for physical delivery on various dates
throughout 2004 at an average price of $331.13 and $350.73, respectively. For
metal delivery contracts, the realized price pursuant to the contract is
recognized when physical gold or silver is delivered in satisfaction of the
contract. For the years ended December 31, 2002, 2001 and 2000, Coeur's forwards
program yielded $(0.2) million, $0.4 million and $4.0 million, respectively.

     Further discussions of other financial instruments held by the Company are
included in Notes F and K.

     The following table summarizes the information at December 31, 2002,
associated with the Company's financial and derivative financial instruments (in
thousands, except per ounce amounts):



                                                                                                Fair Value
                                                 2003         2004        2005        Total      12/31/02
-----------------------------------------------------------------------------------------------------------
                                                                                   
Liabilities
  Short and Long Term Debt
    Fixed Rate                                    $12,735     $55,132     $11,665      $79,532    $ 85,709
    Average Interest Rate                           7.624%      6.528%      7.250%

Derivative Financial Instruments
  Gold Forward Sales -- USD Ounces                 52,000       6,000           -       58,000     $ 14.04
  Price Per Ounce                                 $331.13     $350.78           -      $333.16

Foreign Currency Contracts
  Chilean Peso - USD                               $5,725           -           -       $5,725       $3.41
  Exchange Rate (CLP to US$)                          713           -           -



     For the years ended December 31, 2002, 2001, and 2000, the Company realized
a gain (loss) from its foreign exchange programs of $(0.6) million, $0.4 million
and $(1.0) million, respectively.

     The credit risk exposure related to all hedging activities is limited to
the unrealized gains on outstanding contracts based on current market prices. To
reduce counter-party credit exposure, the Company deals only with a group of
large credit-worthy financial institutions and limits credit exposure to each.
In addition, to allow for situations where positions may need to be reversed the
Company deals only in markets that it considers highly liquid. The Company does
not anticipate non-performance by any of these counter parties.


                                      F-31



NOTE P-- SUPPLEMENTAL CASH FLOW INFORMATION

     In May 2002, the Company issued $21.5 million principal amount of Series II
13 3/8% Notes, for proceeds of approximately $13.5 million, net of discount of
$5.5 million and net of offering costs of approximately $2.5 million.

     During the year ending December 31, 2002, holders of $28.8 million
principal amount of the Series I 13 3/8% Convertible Senior Subordinated Notes
due December 31, 2003 (the "Series I 13 3/8% Notes") and holders of $21.5
million principal amount of the Series II 13 3/8% Convertible Senior
Subordinated Notes due December 31, 2003 (the "Series II 13 3/8% Notes")
voluntarily converted such notes into approximately 21.2 million and 15.9
million shares of common stock, respectively. In addition, 8.0 million shares of
common stock were issued as payment for $12.4 million of interest expense on the
Notes during 2002.

     During the year ending December 31, 2002 the Company repurchased $13.7
million, $11.1 million and $3.0 million principal amount of its outstanding 6%,
6 3/8% and 7 1/4% Convertible Subordinated Debentures, respectively, in exchange
for 24.4 million shares of common stock and recorded a loss of approximately
$19.1 million. In addition, 0.9 million shares of common stock were issued as
payment for $1.2 million of interest expense on these Debentures.

     During the third quarter of 2001, the Company issued a total of $43.2
million principal amount of 13 3/8% Convertible Senior Subordinated Notes in
connection with an exchange offer extended to the holders of outstanding
convertible subordinated debentures and recorded a gain of $39.2 million.

     During the year ending December 31, 2001, holders of $1.8 million principal
amount of the Series I 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 (the "Series I 13 3/8% Notes") voluntarily converted such
notes into approximately 1.3 million shares of common stock. In addition, 3.8
million shares of common stock were issued as payment for $2.9 million of
interest expense on the Notes during 2001.

     During the year ending December 31, 2001 the Company purchased $16.0
million principal amount of its outstanding 7-1/4% Convertible Subordinated
Debentures, in exchange for 6.0 million shares of common stock and recorded a
gain of approximately $9.0 million.

NOTE Q-- SEGMENT INFORMATION

     Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker, or decision-making group, in deciding how to
allocate resources and in assessing performance. The Company's chief operating
decision-making group is comprised of the Chief Executive Officer, Chief
Financial Officer and the Chief Operating Officer.

     The operating segments are managed separately because each segment
represents a distinct use of company resources and contribution to Company cash
flows in its respective geographic area. The Company's reportable operating
segments include the Rochester, Coeur Silver Valley, Cerro Bayo, Petorca, Coeur
Australia and exploration and development properties. All operating segments are
engaged in the discovery and/or mining of gold and silver and generate the
majority of their revenues from the sale of these precious metals. Intersegment
revenues consist of precious metals sales to the Company's metals marketing
division and are transferred at the market value of the respective metal on the
date of transfer. The other segment includes the corporate headquarters,
elimination of intersegment transactions and other items necessary to reconcile
to consolidated amounts. Revenues in the other segment includes sales through a
wholly owned commodity marketing subsidiary and are generated principally from
interest received from the Company's cash and investments that are not allocated
to the operating segments. The accounting policies of the operating segments are
the same as those

                                      F-32


described in the summary of significant accounting policies above. The Company
evaluates performance and allocates resources based on profit or loss before
interest, income taxes, depreciation and amortization, unusual and infrequent
items, and extraordinary items.

     Revenues from gold sales were $30.6 million, $29.3 million and $43.5
million in 2002, 2001, and 2000, respectively. Revenues from silver sales were
$65.0 million, $49.0 million and $57.3 million in 2002, 2001, and 2000,
respectively.



                                                             Coeur                          Exploration
                                                             Silver    Cerro                    And
December 31, 2002                               Rochester    Valley    Bayo     Polimet     Development     Other     Total
                                              ------------------------------------------------------------------------------
                                                                                               
Total net sales and revenues                     $51,355   $24,548    $14,511    $1,895         $3,241   $ (1,062)  $94,488
Depreciation and amortization                      3,905     3,361      4,509     1,371             37        328    13,511
Interest income                                                             4                        1        293       298
Interest expense                                                          204                              21,744    21,948
Writedown of mine property                                  19,047                                                   19,047
Loss on early retirement of debt                                                                          (19,061)  (19,061)
Profit (loss)                                     (5,452)    5,619      5,286       140            526    (13,761)   (7,642)
Segment assets(A)                                 52,394     7,898     31,141     1,970            549    448,568   142,520
Expenditures for property                          1,564     2,503      3,606        89             17         47     7,826


                                                             Coeur                          Exploration
                                                             Silver    Cerro                    And
December 31, 2001                               Rochester    Valley    Bayo     Petorca     Development     Other     Total
                                              ------------------------------------------------------------------------------
Total net sales and revenues                     $48,786   $15,478      $ 149   $ 5,639         $    -     $1,860   $71,912
Depreciation and amortization                      9,205     3,448        172       530             24     (2,032)   11,347
Interest income                                        -         -          2         3              -      1,681     1,687
Interest expense                                       -         -      2,330        (1)             -     12,263    14,592
Gain on metals derivatives                             -         -          -         -              -        526       526
Writedown of mine property                             -         -       (966)    1,585              -     (9,971)   (9,352)
Income tax benefit (provision)                         -         1          -         -              -         (7)       (6)
Earnings from non-consolidated Subsidiary              -         -          -         -              -          -         -
Gain on early retirement of debt                       -         -          -         -              -     48,217    48,217
Profit (loss)                                      5,191    (1,700)    (3,740)   (1,983)        (1,357)   (12,629)  (16,218)
Investments in non-consolidated subsidiary             -         -          -         -              -          -         -
Segment assets(A)                                 68,298    28,998     24,244       717             48     52,527   174,832
Expenditures for property                            790     3,193      2,317         -             30        626     6,956

                                                   Coeur                                    Exploration
                                                   Silver    Cerro                Coeur         And
                                      Rochester    Valley     Bayo     Petorca  Australia   Development    Other      Total
                                   -------------------------------------------------------------------------------------------
  December 31, 2000
  Total net sales and revenues         $51,963   $17,202   $ 9,756    $ 6,566   $ 9,337         $    -   $  6,382  $101,206
  Depreciation and amortization         14,815     2,735     5,138        235     2,260             19      1,481    26,683
  Interest income                            -         -        22          6       172              -      4,207     4,407
  Interest expense                           -         -        14         (3)        -              -     16,988    16,999
  Gain on metal hedging                      -         -         -          -         -              -      3,970     3,970
  Writedown of mine property                 -         -      (411)         -   (12,207)             -     (2,372)  (14,990)
  Income tax expense                         -         1         -          -        75              -        272       348
  Earnings from non-consolidated             -         -         -          -     1,103              -          -     1,103
  Subsidiary
  Gain on early retirement of debt           -         -         -          -         -              -     16,136    16,136
  Profit (loss)                         13,506       615    (6,328)    (1,837)    1,930         (1,282)   (11,304)   (4,700)
  Investments in non-consolidated            -         -         -          -    15,264              -          -    15,264
    subsidiary
  Segment assets(A)                     81,130    28,282    24,882      2,769       429         57,921          -   195,413
  Expenditures for property              2,169     6,363     2,636        662         -          1,823          -    13,653

Notes: (A) Segment assets consist of receivables, inventories, property, plant and equipment, and mining properties.

                                      F-33


         Segment Reporting



                                                   2002          2001          2000
                                                   ----          ----          ----
Profit (loss)
------------
                                                                     
Total profit or loss for reportable segments     $ (7,642)     $(16,218)      $ (4,700)
Loss on legal settlements                               -             -         (4,200)
Gain (loss) on metal hedging                            -           526          3,971
Depreciation and amortization                     (13,511)      (11,762)       (26,683)
Interest expense                                  (21,948)      (14,592)       (16,999)
Writedown of mine property and other              (38,107)       (9,244)       (14,990)
                                                 --------      --------       --------
     Loss before income taxes                    $(81,208)     $(51,290)      $(63,601)
                                                 ========      ========       ========

Assets
------
Total assets for reportable segments             $142,520      $172,107       $195,413
Cash and cash equivalents                           9,093        14,714         35,227
Short-term investments                                518         3,437          7,915
Other assets                                       20,957        20,122         32,822
                                                 --------      --------       --------
        Total consolidated assets                $173,088      $210,380       $271,377
                                                 ========      ========       ========



         Segment Reporting

         Geographic Information
         ----------------------

                                                                     Mining
           2002:                                  Revenues         Properties
                                           ----------------------------------
           United States                           $74,842           $53,437
           Chile                                    17,752            20,094
           Other Foreign Countries                   1,894            20,402
                                           ----------------------------------
               Total                               $94,488           $93,933
                                           ==================================

           2001:                                                     Mining
                                                  Revenues         Properties
                                           ----------------------------------
           United States                           $68,348          $ 78,142
           Chile                                     5,190            22,477
           Other Foreign Countries                  (1,626)           19,300
                                           ----------------------------------
               Total                               $71,912         $ 119,919
                                           ==================================

           2000:                                                     Mining
                                                  Revenues         Properties
                                           ----------------------------------
           United States                           $75,875          $ 90,384
           Chile                                    15,989            20,890
           Australia                                 9,337                 -
           New Zealand                                   5               569
           Bolivia                                       -            18,873
           Other Foreign Countries                       -                 8
                                           ----------------------------------
                    Total                         $101,206          $130,724
                                           ==================================


     Revenues are geographically separated based upon the country in which
operations and the underlying assets generating revenues reside.

NOTE R-- LITIGATION

     Federal Natural Resources Action

     On March 22, 1996, an action was filed in the United States District Court
for the District of Idaho by the United States against various defendants,
including the Company, asserting claims under CERCLA and the Clean

                                      F-34


Water Act for alleged damages to federal natural resources in the Coeur d'Alene
River Basin of Northern Idaho as a result of alleged releases of hazardous
substances from mining activities conducted in the area since the late 1800s.

     On March 16, 2001, the Company and representatives of the U.S. Government,
including the Environmental Protection Agency, the Department of Interior and
the Department of Agriculture, reached an agreement in principle to settle the
lawsuit, which represents the only suit in which the Company has been named as a
party. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the
Company has paid the U.S. Government a total of approximately $3.9 million, of
which $3.3 million was paid in May 2001 and the remaining $.6 million was paid
in June 2001. In addition, the Company will (i) pay the United States 50% of any
future recoveries from insurance companies for claims for defense and
indemnification coverage under general liability insurance policies in excess of
$0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property
(i.e., the former Coeur Mine site) and Caladay property, and (iii) make
available certain real property to be used as a waste repository. Finally,
commencing five years after effectiveness of the settlement, the Company will be
obligated to pay net smelter royalties on its operating properties, up to a
maximum of $3 million, amounting to a 2% net smelter royalty on silver
production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce
net smelter royalty on gold production if the price of gold exceeds $325 per
ounce. The royalty would run for 15 years commencing five years after
effectiveness of the settlement. The Company recorded $4.2 million of expenses,
which included $3.9 million of settlement payments, in the fourth quarter of
2000 in connection with the settlement.

     Lawsuit to Recover Inventory

     During the first quarter of 2000, Handy & Harman Refining Group, Inc.,
("Handy & Harman") to which the Rochester Mine had historically sent
approximately 50% of its dore, filed for Chapter 11 bankruptcy. The Company had
inventory at the refinery of approximately 67,000 ounces of silver and 5,000
ounces of gold that has been delivered to certain creditors of Handy & Harman.
The fair market value of the inventory has been estimated to be $1.2 million. On
February 27, 2001, the Company commenced a lawsuit against Handy & Harman and
certain others in the U.S. Bankruptcy Court for the District of Connecticut
seeking recovery of the metals and/or damages. Handy & Harman's Chapter 11
liquidation plan was confirmed by the Bankruptcy Court in August 2001 and on
November 3, 2001, the Company received approximately $294,000 from Handy &
Harman as a partial payment under the plan. The liquidating custodian of Handy &
Harman under the liquidation plan recently advised the Company that Handy &
Harman intends to file suit against the Company prior to March 28, 2002 for the
value of 100,000 ounces of silver (i.e., approximately $500,000) as a preference
based on the Company's draw-down of its account at Handy & Harman in mid-March
2000. Based on this more recent legal action, the Company has determined that
the recovery of any additional amounts would be remote. As a result, the Company
has recorded a $1.4 million write-down of the carrying amount in the fourth
quarter of 2001. Management of the Company and legal counsel believe that the
threatened claims are without merit, and will vigorously defend any suit.

     Private Property Damage Action

     On January 7, 2002, a private class action suit captioned Baugh v. Asarco,
et al., was filed in the Idaho District Court for the First District (Lawsuit
No. 2002131) in Kootenai County, Idaho against the companies that have been
defendants in the prior Bunker Hill and natural resources litigation in the
Coeur d'Alene Basin, including the Company, by eight northern Idaho residents
seeking medical benefits and real property damages from the mining companies
involved in the Bunker Hill Superfund site. In October 2002, the court conducted
a hearing on motions resulting in an order striking certain of the alleged
causes of action from the complaint, and dismissing the complaint with leave to
amend it. In January 2003, the plaintiffs filed an amended complaint. Certain of
the defendants, including the Company, filed motions to dismiss the complaint,
which will be heard by

                                      F-35


the court in May 2003. At this early stage of the proceedings, the Company
cannot predict the outcome of this suit.

     State of Maine and State of Idaho Superfund Sites Related to Callahan
Mining Corporation

     During the year 2001 the United States Forest Service made a formal request
for information regarding the Deadwood Mine Site located in central Idaho.
Callahan Mining Corporation had operated at this site during the 1940's.
Apparently the Forest Service believes that some cleanup action is required at
the location. However, Coeur d'Alene Mines Corporation did not acquire Callahan
until 1991, more than 40 years after Callahan disposed of its interest in the
Deadwood property. The Company did not make any decisions with respect to
generation, transport or disposal of hazardous waste at the site. Therefore, it
is believed that the Company is not liable for any cleanup, and if Callahan
might be liable, it has no substantial assets with which to satisfy any such
liability. To date no claim has been made by the United States for any dollar
amount of cleanup costs against either the Company or Callahan.

     During the year 2002 the EPA made a formal request for information
regarding a Callahan mine site in the State of Maine. Callahan operated there in
the late 1960's, shut the operations down in the early 1970's and disposed of
the property. Apparently, the EPA contends that some cleanup action is warranted
at the site, and listed it on the NPL in late 2002. The Company believes that
because it made no decisions with respect to generation, transport or disposal
of hazardous waste at this location, it is not liable for any cleanup costs. If
Callahan might have liability, it has no substantial assets with which to
satisfy such liability. To date, no claim has been made for any dollar amount of
cleanup costs against either the Company or Callahan.

     Expired Labor-Management Agreement at the Galena Mine

     The labor-management agreement for the Galena and Coeur Mines expired on
December 13, 2002. Negotiations for a new labor contract have not yet been
successful. The employees are working under the expired agreement. There is no
threat of a strike. However, it is possible that the attitude of the employees
could change, and that work stoppage could occur.

NOTE S--SUBSEQUENT EVENTS -- Unaudited

Exchanges and Conversions of Convertible Subordinated Debentures
----------------------------------------------------------------

     During the period from January 1, 2003 through February 28, 2003, holders
of $2.8 million principal amount of the Series I 13 3/8% Senior Convertible
Notes voluntarily converted into 2.1 million shares of common stock.

     On February 26, 2003, the Company completed a private placement of $37.2
million of 9% Senior Convertible Notes. The net proceeds were approximately
$33.8 million, which $10.0 million will be available for general corporate
purposes and the remainder will be used to retire the majority of the remaining
$28.2 million of the Company's 6 3/8% Subordinated Convertible Debentures due
January 2004.

     The 9% Notes are senior in right of payment to the 6 3/8% and 7 1/4%
Debentures. The 9% Notes are convertible into Coeur common stock, at any time
prior to maturity at a conversion price of $1.61 per share, subject to
adjustment. Interest is payable semi-annually on June 30 and December 31 of each
year. The Company is entitled to elect to pay interest in cash or stock, in its
sole discretion. At any time prior to December 31, 2007, the holders of 9% Notes
may elect to convert their notes into common stock. The Company may elect to
automatically convert the 9% Notes during the first two years after issuance if
the closing price of the common stock exceeds 200% of the conversion price for
at least 20 trading days during a 30-day trading period ending within five
trading days prior to the notice of automatic conversion. If an automatic
conversion occurs within the first two years after issuance, or if holders elect
to convert their 9% Notes within the first two years after issuance and prior to
notice of any automatic conversion, the Company will make a payment to holders
in cash, or at the Company's option, in common stock, equal to two full years of
interest, less interest actually paid. The 9% Notes are redeemable at the option
of the Company two years after issuance, subject to certain conditions, and at
the option of the holders in the event of a change in control. Of the investment
banking fees to be paid by the Company in connection with the issuance of the 9%
Notes, the Company elected to issue 647,966 unregistered shares of common stock
valued at $1.54 per share in lieu of cash.

     In addition, during the period from January 1, 2003 through February 28,
2003, $26.9 million principal amount of the 6 3/8% Convertible Subordinated
Debentures due 2004 were exchanged for 15.8 million shares of common stock and
$1.7 million principal amount of the 7 1/4% Convertible Subordinated Debentures
due 2005 were exchanged for 1.1 million shares of common stock.

Provisions of the Transaction Agreement and Shareholder Agreement with Asarco
-----------------------------------------------------------------------------

     In September 1999, Coeur consummated an acquisition of certain silver
assets and properties from Asarco in exchange for 7.125 million shares of Coeur
common stock. Pursuant to the Transaction Agreement entered into by Coeur and
Asarco in connection with the transaction, Asarco was required, during the five
years following the transaction, to obtain the consent of Coeur of any sale of
such shares and to not sell any of such shares to anyone other than an affiliate
of Asarco or in a widely distributed public offering. On January 6, 2003, Coeur
and Asarco entered into an agreement providing that Coeur would use its best
efforts to have the shares registered

                                      F-36


under the universal shelf registration statement on Form S-3, which registration
is in process . Asarco agreed that it would limit any sales of shares prior to
September 9, 2004 so that no individual purchaser will purchase in excess of
500,000 shares. Asarco's two designees on Coeur's Board of Directors resigned.
Finally, Asarco agreed to waive its approval authority under the Shareholder
Agreement, dated as of September 9, 1999, entered into by Coeur and Asarco which
provided that Coeur would be required to obtain the prior written consent of
Asarco with respect to certain actions by Coeur. Coeur plans, promptly after the
SEC registration statement is declared effective, to file a prospectus
supplement to a pending registration statement that will register the Coeur
shares owned by Asarco for resale under the Securities Act of 1933.

NOTE T-- SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following table sets forth a summary of the quarterly results of
operations for the years ended December 31, 2002 and 2001:



                                                                     First         Second        Third         Fourth
                                                                    Quarter       Quarter       Quarter      Quarter(f)
                                                                    -------       -------       -------      ----------
                                                                          (In Thousands - Except Per Share Data)
                                                                                                  
2002
Net revenues                                                         $ 16,997     $ 22,129      $ 26,534      $ 28,828
Net loss (a) (b)                                                     $(11,896)    $(10,855)     $(12,339)     $(46,118)
Net loss attributable to common shareholders                         $(11,896)    $(10,855)     $(12,339)     $(46,118)
Basic and diluted net loss per share attributable to common
shareholders                                                         $  (0.23)     $ (0.16)     $  (0.14)     $  (0.44)

2001
Net revenues(c)                                                      $ 18,022      $20,051      $ 17,066      $ 16,773
Net gain (loss) (d) (e)                                              $ (8,068)    $ (3,637)     $ 26,934      $(18,296)
Net loss attributable to common shareholders(d)(e)                   $ (8,068)    $ (3,637)     $ 26,934      $(18,296)
Basic and diluted net loss per share attributable to common
shareholders                                                         $  (0.22)     $ (0.08)     $  (0.41)     $  (0.41)

(a)  Includes loss on induced conversion of debentures of approximately $0.3 million in the first quarter of 2002, $2.7
     million in the second quarter of 2002 and $16.1 million in the fourth quarter of 2002.

(b)  Includes write-down of mining properties of approximately $19.0 million in the fourth quarter of 2002.

(c)  Includes mark-to-market gain (loss) of ($0.2) million in the second quarter of 2002, ($4.0) million in the first
     quarter of 2001, and $0.1 million in the fourth quarter of 2001.

(d)  Includes write-down of mining properties of approximately $6.1 million in the fourth quarter of 2001

(e)  Includes extraordinary gain on early retirement of debt of approximately $3 million in the first quarter of 2001,
     $5.97 million in the second quarter of 2001 and gain on the exchange offer of approximately $39.2 million in the
     third quarter of 2001.



                                                          F-37