COEUR D ALENE MINES CORP
10-Q, 1999-08-13
GOLD AND SILVER ORES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                               Washington, D. C.
                               -----------------
                                   FORM 10-Q

(Mark One)
  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 ---  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                      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            (I.R.S. Employer Ident. No.)
   of incorporation or organization)

          P.O. Box I, Coeur d'Alene, Idaho                    83816-0316
      ----------------------------------------                ----------
      (Address of principal executive offices)                (zip code)

Registrant's telephone number, including area code: (208) 667-3511
- ------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report

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 [ ]
                           -------------------------

APPLICABLE  ONLY  TO  CORPORATE   ISSUERS:   Indicate  the  number  of  shares
outstanding  of each of  Issuer's  classes of common  stock,  as of the latest
practicable  date:  Common stock, par value $1.00, of which 21,900,579  shares
were issued and outstanding as of August 9, 1999.


<PAGE>

                        COEUR D'ALENE MINES CORPORATION

                                     INDEX


<TABLE>
<CAPTION>
                                                                      Page No.
                                                                      --------
<S>         <C>                                                          <C>
PART I.     Financial Information

Item 1.     Financial Statements
            Consolidated Balance Sheets --                                3
            June 30, 1999 and December 31, 1998

            Consolidated Statements of Operations --                      5
            Six Months Ended June 30, 1999 and 1998


            Consolidated Statements of Cash Flows --                      6
            Six Months Ended June 30, 1999 and 1998


            Notes to Consolidated Financial Statements                    7


Item 2.     Management's Discussion and Analysis of                      10
            Financial Condition and Results of Operations

Item 3.     Quantitative and Qualitative Disclosure of
            Market Risk                                                  24

PART II.    Other Information                                            27

Item 6.     Exhibits and Reports on Form 8-K                             27


SIGNATURES
</TABLE>


                                      2

<PAGE>

                          CONSOLIDATED BALANCE SHEETS
               COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                 June 30,         December 31,
                                                                   1999              1998
                                                                ----------        ------------
ASSETS                                                                 (In Thousands)
<S>                                                             <C>                <C>
CURRENT ASSETS
  Cash and cash equivalents                                     $ 102,297          $ 127,335
  Short-term investments                                            4,310              1,753
  Receivables                                                       9,919             11,647
  Inventories                                                      49,398             43,675
                                                                ----------         ----------
  TOTAL CURRENT ASSETS                                            165,924            184,410

PROPERTY, PLANT AND EQUIPMENT
  Property, plant and equipment                                    78,883             79,173
  Less accumulated depreciation                                    39,233             37,304
                                                                ----------         ----------
                                                                   39,650             41,869

MINING PROPERTIES
  Operational mining properties                                    82,527             82,018
  Less accumulated depletion                                       48,827             46,149
                                                                ----------         ----------
                                                                   33,700             35,869
  Developmental properties                                         28,943             25,898
                                                                ----------         ----------
                                                                   62,643             61,767

OTHER ASSETS
  Investments in unconsolidated affiliates                         64,126             66,914
  Notes receivable                                                    312              1,627
  Debt issuance costs, net of accumulated
    amortization                                                    6,043              6,625
  Other                                                             3,073              2,768
                                                                ----------         ----------
                                                                   73,554             77,934
                                                                ----------         ----------
                                                                $ 341,771          $ 365,980
                                                                ==========         ==========
</TABLE>


                                      3

<PAGE>

                          CONSOLIDATED BALANCE SHEETS
               COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                 June 30,         December 31,
                                                                   1999              1998
                                                                ----------        ------------
                                                                       (In Thousands)
<S>                                                             <C>                <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                $   2,729          $   3,512
Accrued liabilities                                                11,284             12,700
Accrued interest payable                                            4,038              5,412
Accrued salaries and wages                                          4,400              5,642
Current portion of remediation costs                                2,081              3,052
Current portion of obligations under
  capital leases                                                      222                255
                                                                ----------         ----------
    TOTAL CURRENT LIABILITIES                                      24,754             30,573

LONG-TERM LIABILITIES
6% subordinated convertible debentures
  due 2002                                                         45,753             45,803
6 3/8% subordinated convertible debentures
  due 2004                                                         93,372             93,372
7 1/4% subordinated convertible debentures
  due 2005                                                        107,277            107,277
Other long-term liabilities                                        13,020             11,888
                                                                ----------         ----------
    TOTAL LONG-TERM LIABILITIES                                   259,422            258,340


SHAREHOLDERS' EQUITY
Mandatory Adjustable Redeemable Convertible
  Securities (MARCS), par value $1.00 per
  share,(a class of preferred stock) -
  authorized 7,500,000 shares, 7,077,833
  issued and outstanding                                            7,078              7,078
Common Stock, par value $1.00 per share-
  authorized 60,000,000 shares, issued 22,959,790
  and 22,957,835 shares in 1998 and 1997
  (including 1,059,211 shares held in treasury)                    22,960             22,958
Capital surplus                                                   373,962            379,180
Accumulated deficit                                              (333,048)          (318,796)

Repurchased and nonvested shares                                  (13,190)           (13,190)
Accumulated other comprehensive loss:
Unrealized losses on short-term
  investments                                                        (167)              (163)
                                                                ----------         ----------
                                                                   57,595             77,067
                                                                ----------         ----------
                                                                $ 341,771          $ 365,980
                                                                ==========         ==========
</TABLE>

See notes to consolidated financial statements.


                                      4

<PAGE>

                                                                     UNAUDITED

                     CONSOLIDATED STATEMENTS OF OPERATIONS
               COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES
                       Three Months Ended June 30, 1999
                      and 1998 Six Months Ended June 30,
                                 1999 and 1998

<TABLE>
<CAPTION>
                                                   3 MONTHS ENDED               6 MONTHS ENDED
                                                      JUNE 30                      JUNE 30
                                            ---------------------------   --------------------------
                                                1999           1998           1999          1998
                                            ------------   ------------   ------------   -----------
                                                     (In thousands except for per share data)
<S>                                         <C>            <C>            <C>            <C>
REVENUES
  Product sales                             $    20,448    $    32,256    $    38,707    $   53,422
  Interest and other                              1,227          2,307          2,312         5,896
                                            ------------   ------------   ------------   -----------
    Total Revenues                               21,675         34,563         41,019        59,318

COSTS AND EXPENSES
  Production                                     14,436         22,348         27,749        33,630
  Depreciation and amortization                   4,951          7,691          9,447        16,223
  Administrative and general                      2,333          2,971          4,801         5,667
  Exploration                                     2,084          2,557          3,947         4,373
  Interest                                        4,138          3,653          8,327         7,468
  Write down of mining properties
   and other                                        631             81            845        54,665
                                            ------------   ------------   ------------   -----------
    Total Cost and Expenses                      28,573         39,301         55,116       122,026
                                            ------------   ------------   ------------   -----------

NET LOSS FROM CONTINUING
  OPERATIONS BEFORE TAXES                        (6,898)        (4,738)       (14,097)      (62,708)
  Income tax (benefit) provision                     81            428            155           418
                                            ------------   ------------   ------------   -----------
NET LOSS                                    $    (6,979)   $    (5,166)   $   (14,252)   $  (63,126)
                                            ============   ============   ============   ===========

NET LOSS ATTRIBUTABLE TO
  COMMON SHAREHOLDERS                       $    (9,612)   $    (7,799)   $   (19,518)   $  (68,392)
                                            ============   ============   ============   ===========

BASIC AND DILUTED LOSS PER SHARE DATA
  Weighted average number
    of shares of Common Stock
    and equivalents used in
    calculation                                  21,900                21,899            21,899              21,899
                                            ============   ============   ============   ===========

Net Loss per share attributable
  to Common Shareholders                    $     (0.44)            $   (0.36)                            $  (0.89)$   (3.12)
                                            ============   ============   ============   ===========
</TABLE>

See notes to consolidated financial statements.


                                      5

<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               COEUR D'ALENE MINES CORPORATION AND SUBSIDIARIES
               Three and Six Months Ended June 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                            3 MONTHS ENDED               6 MONTHS ENDED
                                                               JUNE 30                      JUNE 30
                                                     ---------------------------   --------------------------
                                                         1999           1998           1999          1998
                                                     ------------   ------------   ------------   -----------
                                                                           (In Thousands)
<S>                                                  <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $    (6,979)   $    (5,166)   $   (14,252)   $  (63,126)
  Add (deduct) noncash items:
  Depreciation, depletion, and amortization                4,951          7,691          9,447        16,223
  Reclamation                                                246            183            525           505
  Other charges                                              986            200          1,281           286
  Writedown of mining properties                                                                      54,506
  Undistributed (earnings) loss of investment
    in unconsolidated subsidiary                              91          1,526            562           680

  Changes in Operating Assets and Liabilities:
    Receivables                                           (1,334)         1,479          2,928         2,038
    Inventories                                           (2,022)         2,279         (5,723)       (8,830)
    Accounts payable and accrued liabilities              (3,172)        (6,815)        (4,914)      (11,257)
                                                     ------------   ------------   ------------   -----------
    NET CASH USED IN OPERATING ACTIVITIES                 (7,233)         1,377        (10,146)       (8,975)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of short-term investments                     (1,711)        (6,633)        (3,735)      (17,203)
  Proceeds from sales of short-term investments              608         25,329          1,178        74,623
  Investment in unconsolidated subsidiaries                 (271)          (836)          (296)       (3,143)
  Purchases of property, plant and equipment                (453)        (1,449)          (640)       (2,365)

  Proceeds from sale of assets                               869             68            869         7,667
  Expenditures on operational mining properties           (1,415)          (705)        (1,518)       (1,758)
  Expenditures on developmental properties                (2,238)        (4,720)        (3,859)       (8,098)
  Other                                                     (868)          (311)        (1,326)         (645)
                                                     ------------   ------------   ------------   -----------

    NET CASH PROVIDED BY (USED IN)
      INVESTING ACTIVITIES                                (5,479)        10,743         (9,327)       49,078

CASH FLOWS FROM FINANCING ACTIVITIES
  Retirement of long-term debt                                           (3,610)                      (3,610)
  Payment of cash dividends                               (2,633)        (2,633)        (5,266)       (5,266)
  Other                                                     (162)          (123)          (299)         (434)
                                                     ------------   ------------   ------------   -----------
NET CASH USED IN FINANCING ACTIVITIES                     (2,795)        (6,366)        (5,565)       (9,310)
                                                     ------------   ------------   ------------   -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (15,507)         5,754        (25,038)       30,793
Cash and cash equivalents at beginning
  of year                                                117,804        139,243        127,335       114,204
                                                     ------------   ------------   ------------   -----------
Cash and cash equivalents at June 30, 1999           $   102,297    $   144,997    $   102,297    $  144,997
                                                     ============   ============   ============   ===========
</TABLE>

See notes to consolidated financial statements.


                                      6

<PAGE>

                        Coeur d'Alene Mines Corporation
                               and Subsidiaries
                  Notes to Consolidated Financial Statements

NOTE A:     Basis of Presentation

      The accompanying  unaudited condensed  consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial  information and with the instructions for Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they  do not  include  all the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  management,   all
adjustments  (consisting of normal recurring adjustments) considered necessary
for a  fair  presentation  have  been  included.  Operating  results  for  the
three-and six-month periods ended June 30, 1999 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1999.

      The balance sheet at December 31, 1998 has been derived from the audited
financial  statements at that date but does not include all of the information
and  footnotes  required  by  generally  accepted  accounting  principles  for
complete  financial  statements.   For  further  information,   refer  to  the
consolidated  financial statements and footnotes thereto included in the Coeur
d'Alene  Mines  Corporation  Annual  Report  on Form  10-K for the year  ended
December 31, 1998.

NOTE B:     Inventories

      Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                                 JUNE 30,         DECEMBER 31,
                                                   1999              1998
                                               ------------       ------------
              (In Thousands)
<S>                                            <C>                 <C>
      In process and on leach pads             $  40,688           $  36,166
      Concentrate and dore' inventory              5,101               3,968
      Supplies                                     3,609               3,541
                                               ----------          ----------
                                               $  49,398           $  43,675
                                               ==========          ==========
</TABLE>

      Inventories  of ore on leach pads and in the milling  process are valued
based on actual costs  incurred,  less costs  allocated to minerals  recovered
through the leaching and milling  processes.  Inherent in this valuation is an
estimate of the  percentage  of the minerals on leach pads and in process that
will  ultimately  be  recovered.  All  other  inventories  are  stated  at the
lower-of-cost or market, with cost being determined using first-in,  first-out
and  weighted-average-cost  methods.  Dore' inventory  includes product at the
mine site and product held by refineries.


                                      7

<PAGE>

NOTE C:     Income Taxes

      The Company has reviewed  its net  deferred tax asset for the  six-month
period ended June 30, 1999,  together with net operating  loss  carryforwards,
and has  decided to forego  recognition  of  potential  tax  benefits  arising
therefrom.  In making  this  determination,  the Company  has  considered  the
Company's history of tax losses incurred since 1989, the current level of gold
and silver prices and the ability of the Company to use accelerated  depletion
and amortization  methods in the determination of taxable income. As a result,
the Company's net deferred tax asset has been fully reserved.

NOTE D:     Segment Reporting

      In 1997, the Financial  Accounting  Standards Board issued Statement No.
131,  "Disclosures  about Segments of an Enterprise and Related  Information."
This statement replaces Statement No. 14, "Financial Reporting for Segments of
a Business  Enterprise,"  and  establishes  new  standards  for  defining  and
reporting the Company's  operating segments and requires selected  information
in interim financial reports.  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,  Golden Cross, Fachinal, and Petorca
(previously named El Bronce) mining properties,  Coeur Australia (50% owner of
Gasgoyne  Gold  Mines  NL),  the  Kensington  development  property,  and  the
Company's  exploration  program.  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  metal sales to the Company's  metals  marketing  division and are
transferred  at the market  value of the  respective  metal on the date of the
transfer.  The Other  segment  includes  earnings  (loss) from  unconsolidated
subsidiaries  accounted  for by the equity  method such as the  Company's  50%
interest in Silver Valley Resources Corporation,  the corporate  headquarters,
elimination  of  intersegment   transactions  and  other  items  necessary  to
reconcile to consolidated amounts. Revenues in the Other segment are generated
principally  from interest  received from the Company's  cash and  investments


                                      8

<PAGE>

that are not allocated to the operating  segments.  The accounting policies of
the  operating  segments  are the same as those  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.

<TABLE>
<CAPTION>
Coeur d'Alene Mines Corporation                              (In Thousands)
  Segment Reporting
                             Rochester    Golden                             Coeur
                                          Cross     Fachinal    Petorca    Australia   Kensington   Exploration   Other    Total
                             ------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>         <C>         <C>        <C>         <C>          <C>          <C>       <C>
June 30, 1999

Net sales and revenues
  to external customers      $   (139)         -    $  4,851    $ 5,330    $  4,696            -    $ (1,124)    $ 27,406  $ 41,020
Intersegment net sales
  and revenues                 24,657          -           -          -           -            -           -      (24,657)        -
                             ------------------------------------------------------------------------------------------------------
Total net sales and
  revenues
                             $ 24,518          -    $  4,851    $  5,330   $  4,696            -    $ (1,124)    $  2,749  $ 41,020
                             ======================================================================================================
Profit (loss)                $  9,578          -    $ (2,357)   $ 1,034    $    (437)  $       -    $ (4,237)    $    487  $  4,068
Segment assets(A)            $ 87,164    $ 4,945    $ 31,986    $ 2,298    $     598   $  25,864    $  1,249     $  7,508  $161,610

June 30, 1998

Net sales and revenues
  to external customers      $     73    $     -    $  8,671    $ 6,382    $   7,963   $       -    $   (303)    $ 36,532  $ 59,318
Intersegment net sales
  and revenues                 31,113          -           -          -            -           -           -      (31,113)        -
                             ------------------------------------------------------------------------------------------------------
Total net sales and
  revenues                   $ 31,186    $     -    $  8,671    $ 6,382    $  7,963            -    $   (303)    $  5,418  $ 59,318
                             ======================================================================================================
Profit (loss)                $ 19,682          -    $ (1,509)   $(2,112)   $    697            -    $ (3,645)    $  2,692  $ 15,805
Segment assets(A)            $ 79,779    $ 9,229    $ 77,800    $ 2,582    $    367    $ 134,435    $  1,588     $  8,531  $314,310
</TABLE>

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




<TABLE>
<CAPTION>
Coeur d'Alene Mines Corporation
 Segment Reporting                                      Six Months Ended June 30,
 (In Thousands)                                             1999          1998
                                                        ------------------------
<S>                                                     <C>           <C>
PROFIT (LOSS)
  Total profit or loss for reportable
    segments                                            $   4,068        15,805
  Depreciation expense                                     (9,838)      (16,539)
  Interest expense                                         (8,327)       (7,468)
  Writedown of mining properties                                -       (54,506)
                                                        ------------------------
      Loss before income taxes                          $ (14,097)    $ (62,708)
                                                        ========================

                                                          June 30,      June 30,
ASSETS                                                      1999          1998
                                                        ------------------------
  Total assets for reportable segments                  $ 161,610     $ 314,310
  Cash and cash equivalents                               102,297       145,397
  Short-term investments                                    4,310        41,025
  Other assets                                             73,554        82,169
                                                        ------------------------
      Total consolidated assets                         $ 341,771       582,901
                                                        ========================
</TABLE>


                                      9

<PAGE>

NOTE E:     New Accounting Standard

      In  June  1998,  the  Financial  Standards  Board  issued  Statement  of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133) which establishes  accounting and reporting
standards for derivative instruments and hedging activities. Effective for all
fiscal  quarters in years beginning after June 15, 1999, SFAS 133 requires the
Company  to  recognize  all   derivative   instruments  as  either  assets  or
liabilities  in  the  statement  of  financial   position  and  measure  those
instruments  at fair value on an  on-going  basis.  The  Company is  currently
assessing the effect of adopting SFAS No. 133 on its financial  statements and
plans to adopt the statement on January 1, 2000.

      In April  1998,  the  AICPA  issued  SOP 98-5,  "Reporting  the Costs of
Start-up  Activities." The SOP is effective  beginning on January 1, 1999, and
requires  that  start-up  costs  capitalized  prior  to  January  1,  1999  be
written-off  and any future  start-up  costs to be expensed as  incurred.  The
Company has adopted SOP 98-5 and has determined that this has no effect on the
Company's financial condition or results of operations.

NOTE F:     Reclassification

      Certain  reclassifications  of  prior-year  balances  have  been made to
conform to current year classifications.

Item 2.     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 may  fluctuate  widely  and are
affected by many factors  beyond the  Company's  control,  including,  without
limitation, 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.

      The Company's currently operating mines are the Rochester mine in Nevada
and the Fachinal and Petorca (or El Bronce)  mines in Chile,  all of which are
wholly-owned and operated by the Company.

      The Company  also has  significant  interests  in other  companies  that
operate gold and silver mines. The Company owns 50% of Silver Valley Resources
Corporation  ("Silver Valley"),  which owns and operates the Coeur Mine (where


                                      10

<PAGE>

operations resumed in June 1996 and continued until April 1998) and the Galena
Mine  (where  operations  resumed  in May  1997) in the Coeur  d'Alene  Mining
District  of Idaho.  The Company  also owns 50% of Gasgoyne  Gold Mines NL, an
Australian gold mining company, ("Gasgoyne") that owns 50% of the Yilgarn Star
gold mine in Australia.

      The  market  price of gold has  declined  to levels  that are the lowest
since  1985.  The  average  price of gold in the  second  quarter  of 1999 was
$273.46  per  ounce.  The  market  price of silver  (Handy & Harman)  and gold
(London  Final) on August 9, 1999 were $5.38 per ounce and  $256.50 per ounce,
respectively.  If the current gold price  continues,  the Company will need to
reduce  production  costs and/or  expand  minable ore reserves at its Fachinal
Mine in Chile to operate the mine  profitably.  Alternatively,  if such prices
continue,  the  Company  may elect to place the mine on  temporary  standby to
conserve ore reserves until gold prices increase.

      The Company is required by Financial  Accounting Standards Statement No.
121,  "Accounting  for the Impairment of Long-lived  Assets and for Long-lived
Assets to be Disposed Of", to review the valuations of its mining  properties.
Such a review was  recently  completed  with  respect to all of the  Company's
properties.  In 1998,  the Company had  writedowns  totaling $219 million with
respect to its  Petorca  and  Fachinal  Mines and its  Kensington  development
property.

      Should  current  gold prices  continue  for an  extended  period of time
and/or  if the  Company  is  unable  to  reduce  production  costs  or  expand
commercial ore reserves at the Company's  mining  properties,  the Company may
need to effect additional asset writedowns.

      In  December   1998,   the  Company   announced  the  completion  of  an
optimization  study  relating  to  the  Kensington  property,  a  wholly-owned
developmental  gold  property  in Alaska,  designed  to improve  the  economic
viability of the project.  A new mine plan was  formulated  as a result of the
optimization study, which will require extensive permit  modifications.  Based
on the results of the study,  the Company  estimates  that the project's  cash
operating  costs per ounce should be reduced to  approximately  $190 and total
capital  costs to develop  the mine  should be reduced to  approximately  $192
million.  The  Company  does not  intend  to  develop  Kensington  unless  the
optimization  study and development  program  demonstrate  results required to
make Kensington an economically  viable project.  Based on current mine design
and market  price of gold,  there can be no  assurances  at this time that the
Company  will  proceed  to  place  the  Kensington   project  into  commercial
production.


                                      11

<PAGE>

      The  Company's  business  plan is to  continue  to acquire  competitive,
low-cost mining  properties and/or businesses that are operational or expected
to  become  operational  in the near  future so that  they can  reasonably  be
expected to contribute to the Company's  near-term  cash flow from  operations
and expand the Company's silver production.

      This document contains numerous  forward-looking  statements relating to
the Company's  gold and silver  mining  business.  The United  States  Private
Securities  Litigation Reform Act of 1995 provides a "safe harbor" for certain
forward  looking  statements.  Operating,  exploration and financial data, and
other  statements  in this  document  are  based on  information  the  company
believes reasonable,  but involve significant  uncertainties as to future gold
and silver prices, costs, ore grades,  estimation of gold and silver reserves,
mining and processing conditions, changes that could result from the Company's
future  acquisition  of new mining  properties  or  businesses,  the risks and
hazards  inherent in the mining  business  (including  environmental  hazards,
industrial accidents, weather or geologically related conditions),  regulatory
and permitting matters,  and risks inherent in the ownership and operation of,
or investment in, mining properties or businesses in foreign countries. Actual
results and timetables could vary significantly from the estimates  presented.
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.

      As announced by the Company on August 2, 1999, the firm of Ernst & Young
ceased to serve as the Company's independent accountants on July 27, 1999. The
Company  expects  to  engage  a new  independent  accounting  firm in the near
future.


                                      12

<PAGE>

      The following  table sets forth the amounts of gold and silver  produced
by the mining  properties  owned by the Company or in which the Company has an
interest,  based  on  the  amounts  attributable  to the  Company's  ownership
interest, and the cash and full costs of such production during the three- and
six-month periods ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                 Three Months Ended             Six Months Ended
                                                      June 30                      June 30
                                            ---------------------------   --------------------------
                                                1999           1998           1999          1998
                                            ------------   ------------   ------------   -----------
<S>                                          <C>            <C>            <C>            <C>
ROCHESTER MINE
  Gold ozs.                                     16,518         20,453         32,824         45,647
  Silver ozs.                                1,355,955      1,658,257      3,020,018      3,241,216
  Cash Costs per oz./silver                      $4.02          $4.26          $4.26          $4.37
  Full Costs per oz./silver                      $4.94          $4.86          $5.15          $4.38

GALENA MINE
  Silver ozs.                                  411,542        385,313        871,007        764,923
  Cash Costs per oz./silver                      $5.07          $4.45          $4.77          $4.45
  Full Costs per oz./silver                      $6.26          $5.52          $5.90          $5.52

COEUR MINE
  Silver ozs.                                      N/A         51,298            N/A        130,633
  Cash Costs per oz./silver                        N/A          $6.13            N/A          $5.34
  Full Costs per oz./silver                        N/A          $7.19                         $6.37

YILGARN STAR MINE
  Gold ozs.                                      7,377         11,175         13,554         23,744
  Cash Costs per oz./gold                      $314.46        $242.66        $301.75        $222.29
  Full Costs per oz./gold                      $536.59        $437.97        $494.20        $415.42

FACHINAL MINE
  Gold ozs.                                      6,911          6,837         13,584         13,804
  Silver ozs.                                  314,618        389,494        601,783        857,914
  Cash Costs per oz./gold                      $266.35        $306.82        $299.61        $316.71
  Full Costs per oz./gold                      $320.14        $517.77        $362.36        $514.12

PETORCA MINE
  Gold ozs.                                      7,790         10,862         15,395         23,582
  Silver ozs.                                   15,478         23,481         26,617         47,309
  Cash Costs per oz./gold                      $263.63        $428.57        $264.83        $346.89
  Full Costs per oz./gold                      $263.63        $491.96        $264.83        $409.06

GOLDEN CROSS MINE
  Gold ozs.                                        N/A          6,945            N/A         38,682
  Silver ozs.                                      N/A         22,124            N/A        144,123
  Cash Costs per oz./gold                          N/A        $195.14            N/A        $271.22
  Full Costs per oz./gold                          N/A        $195.14            N/A        $319.80

CONSOLIDATED TOTALS
  Gold ozs.                                     38,596         56,272         75,357        134,016
  Silver ozs.                                2,097,593      2,529,967      4,519,425      5,258,855
</TABLE>


                                      13

<PAGE>

NOTES TO SIGNIFICANT CHANGES IN PRODUCTION AND/OR COST PER OUNCE DATA

ROCHESTER MINE

      For the quarter ended June 30, 1999, the mine produced  1,355,955 ounces
of silver and 16,518 ounces of gold compared to 1,658,257 ounces of silver and
20,453 ounces of gold produced in the second  quarter of 1998. The decrease in
the gold  production was primarily a result of lower gold grade. In the second
quarter of 1999, cash costs were $4.02 per silver equivalent ounce compared to
$4.26 per silver equivalent ounce in the second quarter of 1998.  Depreciation
and  depletion was $.72 and the  reclamation  reserve was $.20 per ounce for a
total cost of $4.94 per ounce.

      Coeur  Rochester has purchased the mineral  rights of the Nevada Packard
property  adjacent to the Rochester Mine, in Nevada,  for a sum of $2,070,800,
consisting of $1.4 million in cash and 155,638 shares of common stock of Coeur
equal in value to $670,800. The total acquisition will add 6.5 million tons of
ore containing  8.5 million  ounces of silver and 17,000 ounces of gold.  This
results in an acquisition cost of approximately $.22 per equivalent  contained
ounce. The estimated production cost estimated to mine the Nevada Packard area
is approximately $3.47 per equivalent silver ounce.  Acquisition of the Nevada
Packard   property   is  expected  to  enhance   Rochester's   production   by
approximately 5.4 million equivalent ounces over the period 2001-2004.

SILVER VALLEY RESOURCES

      Silver  Valley  Resources  is the  operator of the Coeur unit and Galena
mines.  Silver Valley Resources  discontinued  operations at the Coeur unit in
July 1998 and has concentrated  its efforts on the Galena mine.  Silver Valley
Resources  produced  411,542  ounces of silver in the  second  quarter of 1999
compared to 436,611  ounces of silver  produced in the second quarter of 1998.
The second  quarter  consolidated  cash cost of production per ounce of silver
produced at Silver Valley  Resources was $5.07  compared to $4.65 in the prior
year's second quarter.  Depreciation  and reclamation in the second quarter of
1999 was $.99 per ounce for a full cost of $6.26 per ounce  compared  to $5.71
per ounce for the second quarter of 1998.

YILGARN STAR MINE

      Coeur's  share of  production  for the  second  quarter of 1999 from the
Yilgarn Star Mine  amounted to 7,377 ounces of gold  compared to 11,175 ounces
of gold for the second  quarter of 1998.  Cash cost of production  amounted to
$314.46  per ounce  compared  to $242.66  per ounce  during the same period of


                                      14

<PAGE>

1998.  Noncash  costs were  $222.13  per ounce for a full cost of $536.59  per
ounce in the second  quarter of 1999 compared to $437.97 per ounce reported in
the same period of 1998.  The  increase  is  primarily  due to ground  control
problems  and  flooding  that  occurred  due to heavy  rainfall,  forcing  the
operation to mine ore that had lower grade than anticipated.

FACHINAL MINE

      Fachinal  produced  314,618 ounces of silver and 6,911 ounces of gold in
the second  quarter of 1999 compared  with 389,494  ounces of silver and 6,837
ounces of gold in the second quarter of 1998. Cash costs,  including  smelting
and refining,  were $266.35 per gold  equivalent  ounce compared to $306.82 in
the second quarter of 1998. Depreciation was $46 per equivalent gold ounce and
the reserve for  reclamation  was $7.79 per  equivalent  gold ounce for a full
cost of $320.14 per equivalent  gold ounce in the second quarter of 1999. This
compares  with a full  cost for the  second  quarter  of 1998 of  $517.77  per
equivalent  gold ounce.  The lower full cost was due to the  reduction  of the
carrying amount  associated with the write-down taken in the fourth quarter of
1998.

PETORCA

      In the second  quarter of 1999,  the mine produced  7,790 ounces of gold
compared to 10,862 ounces  reported in the second quarter of 1998.  Cash costs
in the second  quarter of 1999 were $428.57 per ounce  compared to $263.63 per
ounce in the second quarter of 1998. The decreased costs were primarily due to
operating  efficiencies and  improvements  gained in the mining process during
1998.

RESULTS OF OPERATIONS

      THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30,
      1998.

REVENUES

      Product sales in the second  quarter of 1999 decreased by $11.8 million,
or 36.6%,  from the second quarter of 1998. The decrease in sales is primarily
attributable  to lower gold and silver prices and decreased  production at the
company's  operations.  In the second quarter of 1999, the Company  produced a
total of  2,097,593  ounces of silver and 38,596  ounces of gold  compared  to
2,529,967  ounces of silver and 56,272 ounces of gold in the second quarter of
1998. In the second quarter of 1999, the Company  realized  average silver and
gold prices of $5.14 and $321.65, respectively, compared with realized average


                                      15

<PAGE>

prices of $5.84 and $315.61, respectively, in the prior year's second quarter.
The  decreases  in the  ounces of silver and gold  produced  during the second
quarter of 1999 are  primarily  attributable  to (i) a  reduction  in the gold
grade at the Rochester  Mine,  (ii) the  discontinuation  of operations at the
Coeur Mine in July 1998, (iii) the mining of  lower-than-anticipated  grade of
gold at the Yilgarn  Star Mine due to ground  control  problems  and  flooding
resulting from heavy rainfall,  (iv) the  discontinuation of operations at the
Golden Cross Mine in April 1998 and (v) a planned  reduction in  production at
the Petorca Mine.

COSTS AND EXPENSES

      Production  costs  in the  second  quarter  of  1999  decreased  by $7.9
million, or 35.4%, from the second quarter of 1998. The decrease in production
costs is primarily a result of the lower production discussed above.

      Depreciation and amortization decreased in the second quarter of 1999 by
$2.7 million, or 35.6%, from the prior year's second quarter, primarily due to
the decreased  depreciation  and depletion  from the Petorca Mine after it was
written off in the first quarter of 1998.

      Administrative  and general  expenses  decreased  $638,000 in the second
quarter of 1999 compared to 1998,  due to cost savings plans  initiated at the
corporate office.

      Writedown of mining properties and other costs and expenses increased in
the second  quarter of 1999 by $550,000 from the second quarter of 1998 due to
company-wide severance payouts for reduction in workforce and due to increased
legal expenses  incurred in the Company's lawsuit against Cyprus Amax Minerals
Company.

      Interest  and other  income in the second  quarter of 1999  decreased by
$1.1 million, or 46.8%, compared with the second quarter of 1998. The decrease
is due  primarily to a $1.2 million  decrease in interest and dividend  income
due to a substantially lower short-term investment balance.

NET LOSS

      As a result of the  above  mentioned  factors,  the  Company's  net loss
amounted to $7.0 million in the second  quarter of 1999 compared to a net loss
of $5.2 million in the second  quarter of 1998. In the second quarter of 1999,
the Company  paid  dividends  of $2.6  million on its  Manditorily  Adjustable
Redeemable  Convertible Securities (MARCS). As a result, the loss attributable
to common  shareholders  was $9.6 million,  or $.44 per share,  for the second


                                      16

<PAGE>

quarter 1999,  compared to a loss of $7.8 million,  or $.36 per share, for the
second quarter of 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED  TO SIX MONTHS  ENDED JUNE 30,
      1998

REVENUES

      Product sales for the six months ended June 30, 1999  decreased by $14.7
million,  or 27.5%,  from the second quarter of 1998. The decrease in sales is
primarily   attributable  to  lower  gold  and  silver  prices  and  decreased
production  at the  company's  operations.  For the six months  ended June 30,
1999,  the Company  produced a total of 4,519,425  ounces of silver and 75,357
ounces of gold  compared to 5,258,855  ounces of silver and 134,016  ounces of
gold in the six months ended June 30, 1998.  For the six months ended June 30,
1999,  the  Company  realized  average  silver  and gold  prices  of $5.16 and
$317.40,  respectively,  compared  with realized  average  prices of $5.97 and
$320.47, respectively, in the prior year.

      Interest  and  other  income  for the six  months  ended  June 30,  1999
decreased by $3.6 million, or 60.8%, compared with the second quarter of 1998.
The  decrease is due  primarily  to a $2.6  million  decrease in interest  and
dividend income due to a substantially  lower short-term  investment  balance,
and $1.2  million of income  recorded in 1998 due to early  closure of forward
sale contracts.

      The decreases in the ounces of silver and gold  produced  during the six
months ended June 30, 1999 are  primarily  attributable  to (i) a reduction in
the gold grade at the Rochester Mine, (ii) the  discontinuation  of operations
at the Coeur  Mine in July 1998,  (iii) the  mining of  lower-than-anticipated
grade of gold at the  Yilgarn  Star Mine due to ground  control  problems  and
flooding resulting from heavy rainfall, (iv) the discontinuation of operations
at the  Golden  Cross  Mine in  April  1998  and (v) a  planned  reduction  in
production at the Petorca Mine.

COSTS AND EXPENSES

      Production costs decreased in the six months ended June 30, 1999 by $5.9
million,  or 17.5%,  from the six months ended June 30, 1998. The decrease was
primarily due to the decrease in  production  at several of the  operations as
discussed above.

      Depreciation and amortization decreased in the six months ended June 30,
1999 by $6.8 million, or 41.8%, from the prior six months ended June 30, 1998,


                                      17

<PAGE>

primarily due to the  decreased  depreciation  and depletion  from the Petorca
mine after it was written off in the first quarter of 1998.

      Administrative and general expenses decreased $866,000 in the six months
ended June 30, 1999  compared to the same period in 1998 due to a cost savings
plan initiated at the corporate office.

      Writedown of mining properties and other costs and expenses decreased in
the six months ended June 30, 1999 due to the writedown of the Petorca Mine of
$54.5  million  during  the first  quarter of 1998,  offset by a  Company-wide
severance  payout  for  reduction  in  workforce  of $.3  million  and  due to
increased legal expenses  incurred in the Company's  lawsuit against Cyprus of
$.2 million in the first half of 1999.

NET LOSS

      As a result of the  above  mentioned  factors,  the  Company's  net loss
amounted to $14.3 million for the six months ended June 30, 1999 compared to a
net loss of $63.1 million for the six months ended June 30, 1998.  For the six
months ended June 30, 1999,  the Company paid dividends of $5.3 million on its
Manditorily Adjustable Redeemable Convertible Securities (MARCS). As a result,
the loss  attributable to common  shareholders was $19.5 million,  or $.89 per
share,  for the six months  ended June 30,  1999,  compared to a loss of $68.4
million, or $3.12 per share, for the six months ended June 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL; CASH AND CASH EQUIVALENTS

      The Company's working capital at June 30, 1999 was approximately  $141.2
million  compared to $153.8 million at December 31, 1998. The ratio of current
assets to current  liabilities was 6.7 to 1.0 at June 30, 1999 compared to 6.0
to 1.0 at December 31, 1998.

      Net cash used in operating  activities  in the six months ended June 30,
1999 was $10.1  million  compared to $9.0 million in the six months ended June
30,  1998.  The  decrease  is due to lower  metal  prices  received  and lower
production in the first half of 1999 compared to the same period in 1998.  Net
cash used in investing activities in the 1999 period was $9.3 million compared
to net cash  provided by investing  activities  of $49.1  million in the prior
year's  comparable   period.   The  cash  provided  in  the  1998  period  was
attributable  to proceeds  received from sales of short-term  investments  and
marketable  securities  in the first half of 1998.  Net cash used in financing


                                      18

<PAGE>

activities  was $5.6 million in the first half of 1999 and $9.3 million in the
first  half of  1998.  As a result  of the  above,  cash and cash  equivalents
decreased  by $25.0  million  in the first  half of 1999  compared  to a $30.8
million increase for the comparable period in 1998.

      PROPOSED ACQUISITION OF SILVER PROPERTIES FROM ASARCO INCORPORATED

      On May 13, 1999, the Company and ASARCO Incorporated  ("ASARCO") entered
into an agreement providing for the Company's  acquisition of most of ASARCO's
silver mining  assets in exchange for the issuance of 7.125 million  shares of
the Company's  Common Stock.  Consummation  of the  transaction  is subject to
approval by the  Company's  shareholders  and certain  other  conditions.  The
silver mining assets involved  include  ASARCO's 50% interest in Silver Valley
Resources  Corporation;   ASARCO's  wholly-owned  subsidiary,  Empress  Minera
Manquiri S.R.L., an early stage silver  development  property in Bolivia;  1.5
million shares, representing an approximate 5% interest in Pan American Silver
Corporation  of  Vancouver,  British  Columbia and warrants for an  additional
500,000  shares;  and a 100%  interest  in NPMC,  Inc.,  which  owns a 20% net
profits  interest  in the  Quiruvilca  Silver  Mine  in Peru  operated  by Pan
American Silver Corporation.  If the Company's  acquisition of ASARCO's silver
mining  assets  is  consummated,  ASARCO  will be  entitled  to  nominate  two
directors to the Company's Board of Directors. The Company's shareholders will
vote on the proposed acquisition at the annual meeting to be held on September
8, 1999.

      FEDERAL NATURAL RESOURCES ACTION

      On March 22, 1996, an action was filed in the United States District 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.
No specific  monetary  damages were identified in the complaint.  However,  in
July 1996, the government indicated that damages may approximate $982 million.
The United States asserts that the defendants are jointly and severally liable
for costs and expenses  incurred by the United States in  connection  with the
investigation,  removal and remedial action and the restoration or replacement
of  affected  natural  resources.  In 1986 and 1992,  the  Company had settled
similar  issues with the State of Idaho and the Coeur  d'Alene  Indian  Tribe,
respectively,  and  believes  that those  prior  settlements  exonerate  it of
further  involvement with alleged natural resource damage in the Coeur d'Alene


                                      19

<PAGE>

River  Basin.  Accordingly,  the  Company  intends to  vigorously  defend this
matter.

      In March 1997, the Company filed a motion for partial summary  judgement
relating  to the issue of  trusteeship,  essentially  arguing  that the United
States does not have  authority to sue for damages to state natural  resources
and that the 1986  settlement  with the state bars the  federal  claims.  That
motion  remains  pending.  In September  1997, the Company filed an additional
motion for partial summary  judgement raising the statute of limitations as to
natural  resource  damages.  That motion was granted by the Court on September
30,  1998.  The  Court's  granting of that  motion  limits the United  States'
natural  resource  damage  claims to the 21 square mile Bunker Hill  Superfund
site area rather than the entire Coeur  d'Alene  Basin.  Although  that ruling
limits the geographic  coverage of the United States' action,  the ruling does
not  prohibit the EPA from  attempting  to utilize its hazard  ranking  system
which could potentially  broaden the scope of the United States'  allegations.
On March 31, 1998, the Court entered an order denying the  plaintiffs'  motion
to allow  the  United  States to prove a portion  of its case  pursuant  to an
administrative record, requiring the parties to submit further facts as to the
issue of trusteeship. Furthermore, in March 1998, the EPA announced its intent
to perform a remedial investigation/feasibility study upon all or parts of the
Coeur d'Alene Basin and,  thereby,  to  apparently  focus upon response  costs
rather than natural resource damages.  In September 1998, the Company filed an
additional  motion for  partial  summary  judgment  asserting  that  CERCLA as
applied to the Company in the action is not  constitutional  under the takings
and due process provisions of the United States Constitution. At this stage of
the proceeding, it is not possible to predict its ultimate outcome.

      GOLDEN CROSS LAWSUIT

      On July 15,  1996,  the Company  filed a complaint  against  Cyprus Amax
Minerals  Company  ("Cyprus")  in the  District  Court of the  State of Idaho,
Kootenai County alleging violations by Cyprus of the anti-fraud  provisions of
the  Idaho  and  Colorado  Securities  Acts as well as  common  law  fraud  in
connection  with  Cyprus'  sale  in  April  1993  to  the  Company  of  Cyprus
Exploration and Development Corporation,  which owned all the shares of Cyprus
Gold New Zealand Limited,  which, in turn, owned an 80% interest in the Golden
Cross Mine in New  Zealand.  The  Company's  lawsuit  seeks  recession  and an
unspecified  amount of damages  arising  from alleged  misrepresentations  and
failure  to  disclose  material  facts  alleged  to have been  known by Cyprus
officials regarding ground movement and instability, threatening the integrity
of the mine site at the time of Coeur's  purchase of the property.  In October
1997,  Cyprus filed a counterclaim  alleging libel by the Company in its press


                                      20

<PAGE>

release  announcing  the  write-off  of the Golden  Cross Mine and  seeking an
unspecified  amount of damages.  Trial has been scheduled for October 18, 1999
in Coeur  d'Alene,  Idaho.  On  February 3, 1999,  the Company  filed a second
amended  complaint which specifies  damages in the amount of approximately $54
million together with  pre-judgement  and  post-judgement  interest as well as
unspecified  costs  incurred  resulting  from the  violations  of law alleged.
Cyprus  filed,  on February  17, 1999, a motion to vacate the trial date and a
motion to dismiss the second  amended  complaint.  On July 12, 1999, the Court
entered an order  denying  the motion to dismiss  and the motion to vacate the
trial date. No  assurances  can be given at this stage of the action as to its
ultimate outcome.

      CLASS ACTION SECURITIES LAWSUIT

      On July 2, 1997, a suit was filed by purchasers of the Company's  Common
Stock in  Federal  District  Court for the  District  of  Colorado  naming the
Company and certain of its officers and its independent auditor as defendants.
Plaintiff  alleges that the Company  violated the  Securities  Exchange Act of
1934  during  the  period  January  1,  1995  to  July  11,  1996,  and  seeks
certification of the law suit as a class action. The class members are alleged
to be those persons who purchased  publicly traded debt and equity  securities
of the Company  during the time period  stated.  On  September  22,  1997,  an
amended complaint was filed in the proceeding adding other security holders as
additional  plaintiffs.  The action seeks  unspecified  compensatory  damages,
pre-judgment  and  post-judgment  interest,   attorney's  fees  and  costs  of
litigation.  The complaint  asserts that the defendants knew material  adverse
non-public  information  about the Company's  financial  results which was not
disclosed,  and which related to the Golden Cross and Fachinal Mines; and that
the defendants  intentionally and fraudulently  disseminated  false statements
which were misleading and failed to disclose material facts.

      On April 16, 1998,  the Court entered an order  dismissing  the auditors
from the suit and denying the Company's and the individual defendants' motions
to dismiss.  On October 9, 1998, the Court heard  arguments on the question on
whether a class  should be  certified  and on  December  14,  1998,  the Court
entered an order certifying a class. In December 1998, the parties to the suit
determined  that the  further  conduct  of the case  would be  protracted  and
expensive  and  commenced  discussions  with a view toward  settlement  of the
action.  Although the Company continued to deny each of the plaintiffs' claims
and allegations,  the Company  determined it would be in the best interests of


                                      21

<PAGE>

the  Company  to settle the suit and  agreed to enter  into a  Stipulation  of
Settlement which was filed by the parties with the Court on March 1, 1999. The
terms of the proposed  settlement provide that (i) the Company's directors and
officers liability  insurance carrier will pay $7 million to a settlement fund
for the benefit of the plaintiffs; and (ii) the plaintiffs will be entitled to
50% of the net proceeds, up to a maximum of $6 million, (after the Company has
first   recouped  its  costs  and   expenses   incurred  in   litigating   its
above-described  lawsuit  against  Cyprus  relating to Golden  Cross and after
deducting an $8 million reserve against the asserted  subrogation claim of the
Company's flood insurance  carrier)  actually received by the Company from its
Golden Cross lawsuit  against Cyprus.  The Stipulation of Settlement  contains
strong  denials of liability by the defendants as well as  acknowledgments  by
the  plaintiffs  that they were  unable to  identify  significant  evidence to
support a large portion of their claims.  Final consummation of the settlement
is subject to Court approval and to dismissal with prejudice of the derivative
action described below. On July 15, 1999, the Court gave final approval to the
settlement and authorized the submission of the settlement  terms to the class
action shareholders.

      DERIVATIVE ACTION

      On or about August 17, 1998, a purported  derivative action was filed on
behalf of the Company  against  Dennis E. Wheeler,  James A. Sabala,  James J.
Curran,  Joseph C.  Bennett,  James A.  McClure,  Cecil D. Andrus and Duane B.
Hagadone in Federal  District  Court for the District of Idaho.  The complaint
alleged that the defendant  officers and directors  breached  their  fiduciary
duties by  authorizing  the Company to purchase  the Golden  Cross Mine in New
Zealand in 1993 and by  allegedly  causing or  permitting  the Company to make
statements  that  the  plaintiffs  in  the  class  action  securities  lawsuit
described above claim were false or misleading  during the period from January
1, 1995 through July 11, 1996.  The plaintiff  sought  unspecified  damages on
behalf of the  Company.  On  September  9,  1998,  the  plaintiff  voluntarily
dismissed the lawsuit without prejudice in light of Idaho Code Sec.  30-1-742,
which  requires  a demand to be served on a company  at least 90 days prior to
the filing of a derivative action. On September 25, 1998, the plaintiff sent a
letter to the Company's Board of Directors  demanding that the Company,  among
other  things,  commence  all  reasonable  steps to settle  the  class  action
securities  lawsuit  described  above, and pursue claims against any officers,
directors or third-party  professionals who may have known about the potential
problems  with the Golden Cross Mine before the Company  purchased an interest
in it. The Board appointed a Special Committee of directors to respond to that
demand. On March 9, 1999, the Special Committee recommended that the demand be
rejected. The action previously dismissed without prejudice has been dismissed
with prejudice.


                                      22

<PAGE>

YEAR 2000 ISSUE

      Management of the Company believes it has an effective  program in place
to resolve the Year 2000 issue in a timely  manner.  Actual  costs  associated
with  implementation  of the  Company's  Year 2000  program are expected to be
insignificant to the Company's operations and financial condition.  As of June
30, 1999, the Company has incurred  approximately $190,000 of costs related to
the Y2K issue. The Company  presently  estimates that the remaining  projected
costs,  primarily  for  professional  consulting  services,  will be less than
$100,000.

      The  Company  currently  has a  program  underway  to  ensure  that  all
significant computer systems are substantially Year 2000 compliant by the year
ended December 31, 1999.  The program is divided into three major  components:
(1)  identification of all information  technology  systems ("IT Systems") and
non-information  technology  systems ("Non-IT Systems") that are not Year 2000
compliant;  (2) repair or replacement of the identified non-compliant systems;
and (3) testing of the  repaired or replaced  systems.  The Company has no "in
house"    developed   or   proprietary   IT   Systems.    The   Company   uses
commercially-developed  software,  the majority of which is regularly upgraded
through  existing  maintenance  contracts.  Parts (1), (2) and (3) of the Year
2000 program are currently  underway.  Part (1),  identification and review of
non-compliant  accounting and financial  reporting systems is finished and the
Company  is   continuing   to  review   Non-IT   Systems  that  have  embedded
microprocessors  in  various  types of  equipment.  Part  (2),  repairing  and
replacing, currently continues. Software vendors have made Year 2000 compliant
software   revisions   available,   which  the  Company  is  installing  under
maintenance agreements. The Company estimates that approximately 65% of its IT
systems and  approximately  3% of its non-IT  systems have completed Part (2).
Parts  (1)  and  (2) of the  process  are  scheduled  to be  completed  in the
Company's third quarter ended September 30, 1999. Part (3), testing  currently
continues and is scheduled to finish in October 1999.

      The Company began  contacting key suppliers and business  partners about
the Year 2000 issue during the third  quarter of 1998 and  continues to survey
these parties. While no assurance can be given that key suppliers and business
partners will remedy their own Year 2000 issues, the Company, to date, has not
identified  any  material  impact on its ability to continue  normal  business
operations  with  suppliers  or other  third  parties  who fail to address the
issue.


                                      23

<PAGE>

      The Company will continue to monitor and evaluate the impact of the Year
2000 issue on its  operations.  Until the  Company  is into the final  testing
stages of its program,  the risks from potential Year 2000 failures  cannot be
fully assessed. Due to this situation,  the Company cannot at this stage begin
final contingency  plans. These plans will be developed as potential Year 2000
failures are identified in the final testing stages.

      As noted above,  the Company has not yet completed all necessary  phases
of the Year 2000 program.  In the event that the Company does not complete any
additional phases,  sales functions and other processes could be impacted.  In
addition, disruptions in the economy generally resulting from Year 2000 issues
could also  materially  adversely  affect the  Company.  The Company  could be
subject to litigation for computer  systems' failure to properly date business
records.  The  amount  of  potential  liability  and lost  revenue  cannot  be
reasonably estimated at this time.

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  Company  is  exposed  to  various  market  risks  as a part  of its
operations.  As 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 the then
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.


                                      24

<PAGE>

      The  Company  operates  in  several  foreign   countries,   specifically
Australia,  New Zealand and Chile,  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 will enter into 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 June 30,  1999 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.

      The  following  table  summarizes  the  information  at  June  30,  1999
associated with the Company's financial and derivative  financial  instruments
that are sensitive to changes in interest rates,  commodity prices and foreign
exchange rates. For long term debt obligations,  the table presents  principal
cash flows and related average  interest rates.  For gold put and call options
and  amortizing  forward  sales,  the table  presents  ounces  expected  to be
delivered and the related average price per ounce in Australian  dollars.  For
foreign currency exchange contracts, the table presents the notional amount in
New Zealand dollars to be purchased  along with the average  foreign  exchange
rate.


                                      25

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                  Fair
                                                                                                                  Value
(dollars in thousands)           1999        2000       2001      2002        2003    Thereafter   Total         3/31/99
 -----------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>        <C>        <C>        <C>         <C>         <C>          <C>
LIABILITIES
  Long Term Debt                                                                                                $151,897
  Fixed Rate                $        -    $     -    $     -    $45,753    $     -     $200,649    $  246,402
  Average Interest Rate          6.686%     6.686%     6.686%     6.766%     6.843%       7.190%

DERIVATIVE FINANCIAL
INSTRUMENTS
  Gold Put Options
    Sold - AUD                                                                                                  $ 18,798
      Ounces                    15,000     30,000     30,000     30,000     30,000            -       135,500
      Price Per Ounce       $   604.85    $604.85    $597.00    $597.00    $597.00     $      -

  Gold Call Options
    Purchased - AUD                                                                                             $    224
      Ounces                    20,000     36,000          -          -          -            -        56,000
      Price Per Ounce       $   265.00    $265.00    $     -    $     -    $     -     $      -

Amortizing Forward Gold
  Sales                                                                                                         $  5,255
    Ounces                      20,000     40,000          -          -          -            -        60,000
    Price Per Ounce         $   348.58    $348.58          -          -          -            -

Foreign Currency
  Contracts                                                                                                     $    371
  New Zealand Dollar        $    3,000    $ 3,600    $     -    $     -    $     -     $      -    $    6,600
  Exchange Rate
    (NZ$ to US$)                 2.095      2.124          -          -          -            -

  Chilean Pesos             $4,723,573          -          -          -          -            -     4,723,573       (174)
  Exchange Rate
    (Peso to US$)              509.006          -          -          -          -            -
</TABLE>


                                      26

<PAGE>

PART II.    Other Information

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS

            No. 27 Financial Data Schedule

      (b)   REPORTS ON FORM 8-K

            On May 14,  1999,  the  Company  filed a Form 8-K  relating to its
            proposed  acquisition  of  certain  ASARCO  Inc.'s  silver  mining
            assets.

            On August 2, 1999, the Company filed a Form 8-K reporting that the
            firm of Ernst & Young ceased to serve as the Company's independent
            accountants on July 27, 1999.


                                      27

<PAGE>

                                  SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


                               COEUR D'ALENE MINES CORPORATION
                                        (Registrant)


Dated August 13, 1999             /s/DENNIS E. WHEELER
                                  ---------------------
                                  Dennis E. Wheeler
                                  Chairman, President and
                                  Chief Executive Officer


Dated August 13, 1999             /s/GEOFFREY A. BURNS
                                  --------------------
                                  Geoffrey A. Burns
                                  Vice President and
                                  Chief Financial Officer


                                      28


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000215466
<NAME> COEUR D'ALENE MINES CORPORATION
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                         102,297
<SECURITIES>                                     4,310
<RECEIVABLES>                                    9,919
<ALLOWANCES>                                         0
<INVENTORY>                                     49,398
<CURRENT-ASSETS>                               165,924
<PP&E>                                         263,907
<DEPRECIATION>                                  88,060
<TOTAL-ASSETS>                                 341,771
<CURRENT-LIABILITIES>                           24,754
<BONDS>                                        246,402
                            7,078
                                          0
<COMMON>                                        22,960
<OTHER-SE>                                     373,962
<TOTAL-LIABILITY-AND-EQUITY>                   341,771
<SALES>                                         38,707
<TOTAL-REVENUES>                                41,019
<CGS>                                           27,749
<TOTAL-COSTS>                                   37,196
<OTHER-EXPENSES>                                 9,593
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,327
<INCOME-PRETAX>                               (14,097)
<INCOME-TAX>                                       155
<INCOME-CONTINUING>                           (14,252)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (14,252)
<EPS-BASIC>                                   (0.89)
<EPS-DILUTED>                                   (0.89)


</TABLE>


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